EX-10.1: FORM OF 2009 PERFORMANCE UNIT AWARD NOTICE AND AGREEMENT

Exhibit 10.1

2009 Performance Unit Award

PHH CORPORATION

2009 PERFORMANCE UNIT
AWARD NOTICE

We are pleased to notify you that PHH Corporation (the “Company”) has awarded you this 2009 Performance Unit Award. The Performance Unit Award represent the Company’s unfunded and unsecured promise to issue shares of the Company’s Stock at a future date subject to the terms and conditions of this Performance Unit Award Notice, the attached Performance Unit Award Agreement (the “Agreement”) and the PHH Corporation 2005 Equity and Incentive Plan (the “Plan”). This Performance Unit Award Notice (the “Award Notice”) constitutes part of and is subject to the terms and provisions of the Agreement and the Plan. Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or the Plan.

Grantee:		[Name]
Participant #:		[ID]
Grant Date:		March 25, 2009
Target Shares:		[                    ]
Earned Shares:		The Earned Shares are the shares of Stock determined by multiplying the Target Shares by the Achieved Percentage based on the Target Performance Level achieved by the Company for the Target Measurement Period as described in the chart below, and as determined by the Compensation Committee in its discretion.
Settlement:		Subject to the terms of the Agreement and the Plan, the Earned Shares will be paid on or after January 1, 2012, and on or before April 30, 2012 (the date of payment is referred to herein as the “Settlement Date”). Failure to achieve any Targeted Performance Level during the Target Measurement Period shall result in the forfeiture of your rights under this Award and termination of the Agreement.

Target Measurement Period (“TMP”) — January 1, 2009 through December 31, 2011

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2009 Performance Unit Award

Targeted Performance Levels

		Cumulative PHH
		Corporation Pre-Tax Net
		Income After
		Non-Controlling
Targeted Performance		Interest1
Level		During TMP				Achieved Percentage
Threshold			[***]				50	%
Target			[***]				100	%
Outstanding			[***]				120	%

We congratulate you on the recognition of your importance to our organization and its future.

RETAIN THIS NOTIFICATION AND YOUR AWARD AGREEMENT WITH
YOUR IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.

PHH CORPORATION

PERFORMANCE UNIT AWARD AGREEMENT

     PHH Corporation, a Maryland corporation (the “Company”) has granted to the individual (the “Grantee”) named in the Performance Unit Award Notice to which this Performance Unit Award Agreement (the “Agreement”) is attached, a Performance Unit Award relating to the common stock, par value $0.01 per share, of the Company, subject to the terms and conditions set forth in the Award Notice and this Agreement. The Award has been granted pursuant to the PHH Corporation 2005 Equity and Incentive Plan (the “Plan”).

     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has the authority under and pursuant to the Plan to grant and establish the terms of awards to eligible employees of the Company and its Subsidiaries; and

     WHEREAS, the Compensation Committee of the Board of Directors desires to grant an Award to the Grantee, subject to the terms and conditions of the Plan, the Award Notice and this Agreement.

     In consideration of the provisions contained in this Agreement, the Company and the Grantee agree as follows:

     1. The Plan. The Award granted to the Grantee hereunder is pursuant to the Plan. The terms of the Plan are hereby incorporated in this Agreement. Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan.

     2. Grant of Award.

          a. Subject to the terms and conditions set forth in the Plan and this Agreement, the Grantee is hereby granted this Performance Unit Award (the “Award”).

          b. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if any, and payment of the par value of the Stock, if required by law) as a condition to receiving shares of Stock issued upon settlement of the Award.

     3. Termination of Employment. Notwithstanding any other provision of the Plan to the contrary, upon the termination of the Grantee’s employment with the Company and its Subsidiaries for any reason whatsoever before December 31, 2011, the Award shall immediately and automatically terminate and no payment will be made.

     4. Settlement.

          a. Issuance of Shares of Stock. On the Settlement Date, the Company shall issue to the Grantee the Earned Shares, as described in the Award Notice, after any adjustments as provided under Section 5 of the Plan; provided, however, that the Grantee shall remain required to remit to the Company such amount that the Company determines is necessary to meet all required minimum withholding taxes.

          b. Change in Control. Upon the occurrence of a Change in Control that occurs before December 31, 2011, the performance conditions in this Award shall be deemed to be fully achieved and the Award shall be fully paid.

          c. Certificate Registration. The certificate for the shares issued in settlement of the Award shall be registered in the name of the Grantee, or, if applicable, in the names of the Grantee’s heirs.

          d. Restrictions on Grant of the Award and Issuance of Shares. The grant of this Award and issuance of shares of Stock upon settlement of the Award shall be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          e. Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

          f. Dividend Equivalents. No dividend equivalents will be paid with respect to the Award.

     5. Tax Obligations. As a condition to the granting of the Award and the settlement thereof, the Grantee agrees to remit to the Company or any of its applicable Subsidiaries such sum as may be necessary to discharge the Company’s or such Subsidiary’s obligations with respect to any tax, assessment or other governmental charge imposed on property or income received by the Grantee pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to remit to the Company or an applicable Subsidiary any and all required minimum withholding taxes. To satisfy such obligation, Grantee agrees to have the Company withhold a number of whole shares of Stock otherwise deliverable to Grantee in settlement of the Award having a Fair Market Value, as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.

     6. No Rights to Continued Employment; Loss of Office. Neither this Agreement nor the Award shall be construed as giving the Grantee any right to continue in the employ of the Company or any of its Subsidiaries, or shall interfere in any way with the right of the Company to terminate such employment. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, for purposes of the Plan and the Award, a termination of employment shall be deemed to have occurred on the date upon

which the Grantee ceases to perform active employment duties for the Company following the provision of any notification of termination or resignation from employment, and without regard to any period of notice of termination of employment (whether expressed or implied) or any period of severance or salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award, thereby irrevocably waives any such entitlement), by way of compensation for loss of office or otherwise, to any sum or other benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the termination or expiration of an Award in connection with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of any other plan of the Company or any of its Subsidiaries.

     7. Rights as a Stockholder. The Grantee shall have no rights as a stockholder with respect to any shares which may be issued in settlement of the Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided Section 5 of the Plan.

     8. Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Stock issued pursuant to this Agreement. The Grantee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in the possession of the Grantee in order to carry out the provisions of this Section.

     9. Nontransferability. Prior to the issuance of shares of Stock pursuant to this Agreement, neither this Agreement nor any shares subject to this Agreement shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Grantee, except transfer by will or by the laws of descent and distribution. All rights with respect to the Agreement shall be exercisable during the Grantee’s lifetime only by the Grantee or the Grantee’s guardian or legal representative.

     10. Amendments. The Committee may amend this Agreement at any time; provided, however, that no such amendment may adversely affect the Grantee’s rights under this Agreement without the consent of the Grantee, except to the extent such amendment is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable law or to prevent a detrimental accounting impact. No amendment or addition to this Agreement shall be effective unless in writing.

     11. Section 409A. This Award is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Award shall be administered, interpreted and construed in a manner consistent with such Code section. Should any provision of this Agreement or the Award be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring your consent (notwithstanding the provisions of Section 10 above), in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code.

     12. Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in the Grantee’s employment records, or such other address as the Grantee may designate in writing to the Company, or the Company, Attention: General Counsel, or such other address as the Company may designate in writing to the Grantee.

     13. Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Grantee and the Grantee’s heirs, executors, administrators, successors and assigns.

     14. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

     15. Integrated Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Grantee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Grantee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Award Notice and the Agreement shall survive any settlement of the award and shall remain in full force and effect.

     16. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the internal laws of the State of Maryland, without effect to the conflicts of laws principles thereof.

     17. Authority. The Committee shall have full authority to interpret and construe the terms of the Plan, the Award Notice, and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive on all parties.

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