EX-10.10



 





Exhibit 10.10


PHH CORPORATION




NON-EMPLOYEE DIRECTORS

DEFERRED COMPENSATION PLAN




1)    Purpose.      The purpose of the PHH Corporation Non-Employee Directors Deferred
Compensation Plan (the “Plan”) is to enable directors of PHH Corporation (the “Company”) who
are not also employees of the Company to defer the receipt of certain compensation earned in
their capacity as non-employee directors of the Company.



2)    Eligibility.      Directors of the Company who are not also employees of the Company or
any of its subsidiaries (“Directors”) are eligible to participate in the Plan, subject to
their election to defer eligible compensation.



3)    Administration.      The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the “Committee”). The Committee shall have the authority
to adopt rules and regulations for carrying out the Plan’s intent and to interpret, construe
and implement the provisions thereof. Determinations made by the Committee with respect to
the Plan, any deferral made hereunder and any Director’s account shall be final and binding on
all persons, including but not limited to the Company, each Director participating in the Plan
and such Director’s beneficiaries.



4)    Deferral of Fees.      Subject to such rules and procedures that the Committee may
establish from time to time and subject to any determinations of the Company to pay
compensation to Directors from time to time, Directors may elect to defer under the Plan all
or a portion of their annual retainer fees, as well as such other fees, stipends and payments
determined by the Company to be eligible for deferral from time to time that are, in each
case, otherwise payable in cash in accordance with the Company’s policies as in effect from
time to time (such cash compensation, collectively, “Fees”). In order to defer all or any
portion of a Director’s Fees, the Director must complete a deferral election in such form, and
at such time, as determined by the Committee in its sole discretion. Once a Director has
elected to defer any portion of the Director’s Fees, the election may not be revoked and shall
continue in force for the remainder of the Director’s service as a member of the Board of
Directors of the Company; provided, however, that a Director may, no later
than 60 days prior to the beginning of any calendar year, revoke his or her deferral election
with respect to the entirety of such calendar year.



5)    Form of Deferral.      The Company shall establish a separate deferred compensation
account on its books in the name of each Director who has elected to participate in the Plan.
A number of Restricted Stock Units (as defined in the Company’s 2005 Equity and Incentive Plan
or a successor plan) (the “Stock Plan”) payable in shares of Company common stock, par value
$0.01 per share (“Company Stock”) or, in the Committee’s discretion, cash shall be credited to
each such Director’s account as of each date (a “Deferral Date”) on which amounts deferred
under the Plan would otherwise have been paid to such Director. The Restricted Stock Units
credited to a participating Director’s account under the Plan shall be issued under the Stock
Plan. The number of Restricted Stock Units credited to a Director’s account as of each
Deferral Date shall be calculated by dividing by the amount so deferred by the Fair Market
Value (as defined in the Stock Plan) of a share of Company Stock as of such Deferral Date.
The Restricted Stock Units



 









 





so credited shall be immediately vested and non-forfeitable and shall become payable as set
forth in Section 9. Except as set forth herein, the terms and conditions of the Restricted
Stock Units credited to Director’s accounts under the Plan shall be governed by the Stock
Plan, including, but not limited to, the equitable adjustment provisions set forth in
Section 5 thereof and provisions with respect to a Change in Control (as defined in the
Stock Plan).



6)    Dividend Equivalents.      Additional Restricted Stock Units shall be credited to a
Director’s account as of each date (a “Dividend Date”) on which cash dividends and/or special
dividends and distributions are paid with respect to Company Stock, provided that at least one
Restricted Stock Unit is credited to such Director’s account as of the record date for such
dividend or distribution. The number of Restricted Stock Units to be credited to a Director’s
account under the Plan as of any Dividend Date shall equal the quotient obtained by dividing
(a) the product of (i) the number of the Restricted Stock Units credited to such account on
the record date for such dividend or distribution and (ii) the per share dividend (or
distribution value) payable on such Dividend Date, by (b) the Fair Market Value of a share of
Company Stock as of such Dividend Date.



7)    Restrictions on Transfer.      The right of a Director or that of any other person to the
payment of deferred compensation or other benefits under the Plan may not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and distribution.



8)    Payment of Restricted Stock Units.      Each Director (or his or her beneficiary) shall
receive a one-time distribution of Common Stock with respect to all Restricted Stock Units
then credited to the Director’s account under the Plan on the date which is 200 days
immediately following the date upon which such Director’s service as a member of the Company’s
Board of Directors terminates for any reason. The number of shares of the Company Stock
payable upon such distribution shall equal the number of Restricted Stock Units credited to
such Director’s account as of the date of such distribution, less applicable withholding.
Fractional shares shall be payable in cash.



9)    Unfunded Plan; Creditor’s Rights.      The Plan is intended to be an “unfunded” plan for
purposes of the Employee Retirement Income Security Act of 1974, as amended. The obligation
of the Company under the Plan is purely contractual and shall not be funded or secured in any
way. A Director or any beneficiary shall have only the interest of an unsecured general
creditor of the Company in respect of the Restricted Stock Units credited to such Director’s
account under the Plan.



10) Successors in Interest.      The obligations of the Company under the Plan shall be
binding upon any successor or successors of the Company, whether by merger, consolidation,
sale of assets or otherwise, and for this purpose reference herein to the Company shall be
deemed to include any such successor or successors.



11) Governing Law; Interpretation.      The Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of Maryland. The Company intends that
transactions under the Plan shall be exempt under Rule 16b-3 promulgated under Section 16 of
the Securities Exchange Act of 1934, as amended, unless otherwise determined by the Company.



12) Termination and Amendment of the Plan.      The Board of Directors of the Company may
terminate the Plan at any time; provided, that termination of the Plan shall not
adversely



 









 




affect the rights of a Director or beneficiary thereof with respect to amounts previously
deferred under the Plan without the consent of such Director and that of such Director’s
beneficiary. The Board of Directors of the Company may amend the Plan at any time and from
time to time; provided, however, that no such amendment shall adversely
affect the rights of any Director or beneficiary thereof with respect to amounts previously
deferred under the Plan.