AMENDMENT TO THE PHH CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTS
Exhibit 10.7.1
AMENDMENT TO THE
PHH CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENTS
THIS AMENDMENT to the PHH Corporation Restricted Stock Unit Award for shares granted to (the Grantee) on June 6, 2012 (the Award) is made effective as July 11, 2014.
WHEREAS, PHH Corporation, a Maryland Corporation (the Company) maintains the PHH Corporation Amended and Restated 2005 Equity and Incentive Plan (the 2005 EIP), which was last amended and restated June 17, 2009 and has been amended once since such date;
WHEREAS, the Committee granted the Award to Grantee as evidenced by and subject to the terms and conditions of the Restricted Stock Unit Award Notice, the Restricted Stock Unit Award Agreement, and the 2005 EIP; and
WHEREAS, the Committee now desires to amend the Award to provide that the maximum number of shares that can be earned on the achievement of performance goals will be prorated upon the Grantees termination of employment without cause based on the number of days elapsed in the performance period, but still subject to vesting based on performance.
NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby amends the Award by adding the following to the end of the existing Section 4 of the Restricted Stock Unit Award Agreement with respect to the Award:
Notwithstanding the foregoing, upon termination of the Grantees employment by the Company without Cause, the number of Restricted Stock Units subject to this Award that may vest based on the achievement of the Targeted Performance Levels will be multiplied by a fraction where the numerator is the number of calendar days from and including the Grant Date through and including the date of termination without Cause and the denominator is the total number of calendar days from and including the Grant Date through and including June 6, 2015 and the Grantee will not be required to be employed on the Vesting Date to receive settlement of the Award.
For purposes of this Award, Cause means any one of the following: (1) a material failure of the Grantee to substantially perform the Grantees duties with the Company or its Subsidiaries (other than failure resulting from incapacity due to physical or mental illness); (2) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against, or relating to the assets of, the Company or its Subsidiaries; (3) conviction (or plea of nolo contendere) of a felony or any crime involving moral turpitude; (4) repeated instances of negligence in the performance of the Grantees job or any instance of gross negligence in the performance of the Grantees duties as an employee of the Company or one of its Subsidiaries; (5) any breach by the Grantee of any fiduciary obligation owed to the Company or any Subsidiary or any material element of the Companys Code of Business Ethics and Conduct or other applicable workplace policies; or (6) failure by the Grantee to perform Grantees job duties for the Company or any Subsidiary to the best of Grantees ability and in accordance with reasonable instructions and directions from the Board or its designee, and the
reasonable workplace policies and procedures established by the Company or any Subsidiary, as applicable, from time to time.
Except as specifically amended hereby, the Award will remain in full force and effect as prior to this Amendment.
IN WITNESS WHEREOF, the Committee has caused this Amendment to be executed this day of , 2014.
|
| PHH CORPORATION | |
|
|
|
|
|
|
|
|
|
| By: |
|
|
|
|
|
|
| Name: |
|
|
|
|
|
|
| Title: |
|