PHH Corporation Restricted Stock Unit Award Accelerated Vesting Schedule Modification (2005)

Summary

PHH Corporation has modified the accelerated vesting schedule for certain Restricted Stock Units awarded on June 28, 2005. The new schedule allows 25% of the units to vest each year from 2006 to 2009, provided the company meets specific annual pre-tax income targets set by the Compensation Committee. All other terms of the original award remain unchanged. This modification is part of the original award agreement and the company's 2005 Equity Incentive Plan.

EX-10.26 4 y57456exv10w26.htm EX-10.26: FORM OF ACCELERATED VESTING SCHEDULE MODIFICATION EX-10.26

Exhibit 10.26

PHH CORPORATION
RESTRICTED STOCK UNIT
AWARD NOTICE

Accelerated Vesting Schedule Modification

On June 28, 2005, PHH Corporation (the “Company”) awarded you Restricted Stock Units. A portion of those Restricted Stock Units would be subject to accelerated vesting on June 28, 2006, June 28, 2007, June 28, 2008 and June 28, 2009, if the Company achieves certain targets for net income growth and return on equity for fiscal year ending immediately prior to such vesting date. However, due to the changes in the Company’s business during fiscal year 2005, the Compensation Committee has modified the accelerated vesting targets for 2005 through 2008 as set forth below. This document constitutes part of and is subject to the terms and provisions of the Award Notice, the PHH Corporation Restricted Stock Unit Award Agreement (the “Agreement”), and the PHH Corporation 2005 Equity Incentive Plan (the “Plan”). The terms used but not defined in this modification shall have the meanings set forth in the Award Notice, the Agreement, or the Plan.


Grantee:		[Name] [Address]

Participant #:		[Social Security Number]

Grant Date:		June 28, 2005

Number of Restricted Stock Units:		[___]

Performance Goals for Accelerated Vesting:

Modified Vesting Schedule:		Accelerated Vesting Date: June 28, 2006 25% of the Restricted Stock Units shall become vested on June 28, 2006, if the Company achieves 100% of its target (Pre-Tax Income After Minority Interest, excluding spin-off related expenses, equal to $181.0 million) for the 2005 fiscal year.

		Accelerated Vesting Date: June 28, 2007 25% of the Restricted Stock Units shall become vested on June 28, 2007, if the Company achieves 100% of its target (Pre-Tax Income After Minority Interest, excluding one-time items, as determined by the Compensation Committee) for the fiscal year ended immediately prior to June 28, 2007.

		Accelerated Vesting Date: June 28, 2008 25% of the Restricted Stock Units shall become vested on June 28, 2008, if the Company achieves 100% of its target (Pre-Tax Income After Minority Interest, excluding one-time items, as determined by the Compensation Committee) for the fiscal year ended immediately prior to June 28, 2008.

		Accelerated Vesting Date: June 28, 2009 25% of the Restricted Stock Units shall become vested on June 28, 2009, if the Company achieves 100% of its target (Pre-Tax Income After Minority Interest, excluding one-time items, as determined by the Compensation Committee) for the fiscal year ended immediately prior to June 28, 2009.

All of the terms and conditions of the Restricted Stock Unit Award Notice except those modified above, remain in full force and effect.


		PHH CORPORATION


		By:


		Name:
		Title:
		Date:		December , 2005

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