EX-10.3.A



 




Exhibit
10.3(a)








December 19,
2006




Mr. Henry R. Silverman

Chairman and Chief Executive Officer

Realogy Corporation

9 West 57th Street

New York, NY 10019



Dear Mr. Silverman:




     Reference is made to the Employment Agreement (the “Employment Agreement”), dated as of the
Effective Date, by and between Realogy Corporation (the “Company”) and you. Capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Employment Agreement.



     Section VI of the Employment Agreement contemplates that the Employment Agreement would be
amended as necessary to comply with Section 409A. The purpose of this letter is to implement such
an amendment by evidencing our mutual agreement regarding our respective rights and obligations
upon and following the occurrence of a Qualifying Termination, and to amend the Employment
Agreement in certain other respects.



     Accordingly, for good and valuable consideration, the receipt of which is hereby
acknowledged, you and the Company hereby agree as follows:



     1. Upon the occurrence of a Qualifying Termination, the Company shall (i) cease to have
any obligation to provide the Realogy Separation Benefits referred to in Section III(c)(i) of the
Employment Agreement, except that in connection with your performance of the Post Term Services,
and so long as there has not occurred any of the events or circumstances set forth in subclauses
(l)-(4) of clause (x) of the last sentence of Section 6(a)(vi)(A) of the Cendant Agreement, the
Company shall provide you with the benefits set forth in the second and third sentences of Section
III(b) of the Employment Agreement (the “Continuing Benefits”); and (ii) subject to paragraph 5
below, in full satisfaction of its obligation to provide you with the Realogy Separation Benefits
(other than the Continuing Benefits), make a cash lump sum payment to you in an amount equal to the
value of such Realogy Separation Benefits, as determined by the Compensation Committee of the Board
in accordance with the third, fourth and fifth sentences of Section 6(a)(vi)(C) of the Cendant
Agreement (the “Qualifying Termination Payment”). You understand and acknowledge that in no event
will the sum of the Qualifying Termination Payment exceed the “Cap” (as defined in the Agreement
and Plan of Merger, dated as of December 15, 2006, by and among Domus Holdings Corp., Domus
Acquisition Corp and the Company). The Qualifying Termination Payment shall be paid to you



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not later than one business day following the date of your Qualifying Termination (or, if later, on
the earliest day permitted under Section 409A).



     2. The Post Term Services shall commence on the date of your Qualifying
Termination and shall end on the earlier of (i) the fifth anniversary of the date of such
Qualifying
Termination or (ii) the date on which the Company breaches its obligation to make the
Qualifying Termination Payment or provide you with the Continuing Benefits (“the Consulting
Termination Date”).



     3. The provisions of clause (iv) of Section III(c)(iv) of the Employment Agreement
shall remain in effect (ie., the provisions of Section 6(c) of the Cendant Agreement
shall
continue to apply), except that the Company’s obligation to deposit amounts in the trust
contemplated by Section 6(c) of the Cendant Agreement shall be satisfied no later than the
consummation of a Change in Control rather than within 15 days following the occurrence of a
Potential Change in Control; provided that in the event of a bona fide dispute between
the parties
regarding the determination of the amount of the Qualifying Termination Payment, the trust
shall
be funded with an amount reasonably determined by you (which amount shall in no event exceed
the Cap) subject to final resolution of such dispute in accordance with Section 6(a)(vi)(C) of
the
Cendant Agreement and any surplus amounts funded in the trust shall revert to the Company.



     4. From and after the occurrence of a Qualifying Termination, you shall continue to
be subject to the provisions of Section 8 of the Cendant Agreement. For this purpose, it is
understood that the Restricted Period shall remain in effect for your lifetime; provided, that
the
Restricted Period shall end if and when the Company breaches its obligation to make the
Qualifying Termination Payment or provide you with the Continuing Benefits.



     5. In the event that, within five years following the date of the Qualifying
Termination, there occurs an event or circumstance set forth in subclause (2), (3) or (4) of
clause
(x) of the last sentence of Section 6(a)(vi)(A) of the Cendant Agreement and the failure of
Executive to cure any such event or circumstance within thirty (30) days thereafter,
notwithstanding payment of the Qualifying Termination Payment, the Company shall have
available to it all remedies and rights at law, including but not limited to the Company’s
right to
seek the repayment of an appropriate portion of the Qualifying Termination Payment
attributable
to periods following the date of such event or circumstance (net of taxes paid in respect of
such
portion). For purposes of the preceding sentence, it is understood that if, within such
five-year
period, the Company breaches its obligation to provide the Continuing Benefits, an event or
circumstance described in subclause (2) or (4) referenced above cannot thereafter occur.



     6. The Company may withhold from amounts payable under this letter all federal,
state and local taxes that are required to be withheld by applicable laws or regulations.



     This letter is intended to constitute an amendment to the Employment Agreement which shall
otherwise remain in full force and effect. It is further intended that this letter constitute a
change in payment election pursuant to the transitional relief afforded under IRS Notice 2005-1 and
the proposed regulations under Section 409A and shall be construed accordingly.



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