ex10-1.htm


    Exhibit
      10.1

    


    Form
      of PHH Corporation Severance Agreements for Certain Executive Officers as
      approved by the PHH Corporation Compensation Committee on January 10,
      2008.

    


    PHH
      CORPORATION

    [AMENDED
      AND RESTATED] EXECUTIVE SEVERANCE AGREEMENT

    


        

    This
      AGREEMENT (“Agreement”) is made
      and entered into effective as of ____________, 2008, by and between
      ________________ (“Executive”) and PHH Corporation, a Maryland corporation (the
“Company”).  [This Agreement amends and restates the Agreement between
      Executive and the Company dated as of _____________, 2007 (the “Prior
      Agreement”), and supersedes the Prior Agreement in its entirety.  By
      executing this Agreement, Executive and the Company consent to the amendment
      and
      restatement of the Prior Agreement as set forth herein.]

    


    WHEREAS,
      Executive is employed by the
      Company or one of its subsidiaries and the Company desires to provide Executive
      with certain severance benefits as consideration for Executive’s continued
      service with the Company and its subsidiaries.

    


    NOW,
      THEREFORE, in consideration of the
      aforementioned and of the mutual covenants and conditions contained in this
      Agreement, it is agreed as follows:

     

    1. Severance
      Benefits.  In the event Executive incurs a separation from
      service (within the meaning of Section 409A of the Internal Revenue Code of
      1986, as amended (the “Code”)), on or before the first anniversary of the
      effective time of a Change in Control (as defined below) as the result of any
      (i) involuntary termination of employment other than for Cause (as defined
      below) or Disability (as defined below), or (ii) voluntary termination of
      employment by Executive as a result of any (I) change in the required location
      of Executive’s employment as of the date of this Agreement in excess of 50
      miles, (II) material diminution in Executive’s duties or responsibilities as of
      the date of this Agreement, provided that the mere occurrence of the Change
      in
      Control (including the failure of Executive to (x) retain responsibilities
      and
      duties in respect of either the mortgage business or fleet business or (y)
      hold
      a position in a public company) shall not constitute diminution in duties or
      responsibilities, or (III) reduction of Executive’s base salary or material
      reduction in compensation opportunity as of the date of this Agreement, the
      Company shall pay Executive a single lump sum payment equal to $________
      (“Severance Benefits”); provided, that
      Executive executes the General Release substantially in the form attached hereto
      as Exhibit A
      and does not revoke such General Release as set forth
      therein.  Severance Benefits shall be paid no later than five days
      after the expiration of the seven-day period for revocation of the General
      Release.

    


    For
      purposes of this Agreement, “Cause” means (a) a material failure of Executive to
      substantially perform Executive’s duties with the Company or its subsidiaries
      (other than failure resulting from incapacity due to physical or mental
      illness); (b) any act of fraud, misappropriation, dishonesty, embezzlement
      or
      similar conduct against, or relating to the assets of, the Company or its
      subsidiaries; (c) conviction (or plea of nolo contendere) of a felony or any
      crime involving moral turpitude; (d) repeated instances of negligence in the
      performance of Executive’s job or any instance of gross negligence in the
      performance of Executive’s duties as an employee of the Company or one of its
      subsidiaries; (e) any breach by Executive of any fiduciary obligation owed
      to
      the Company or any subsidiary or any material element of the Company’s Code of
      Ethics, the Company’s Code of Conduct or other applicable workplace policies; or
      (f) failure by Executive to perform his or her job duties for the Company to
      the
      best of Executive’s ability and in accordance with reasonable instructions and
      directions from Executive’s supervisor, and the reasonable workplace policies
      and procedures established by the Company, as applicable, from time to time;
      and
“Disability” means any condition which entitles Executive to benefits under the
      Company’s long-term disability plan covering Executive, as in effect at the time
      of any termination of employment.

    


    For
      purposes of this Agreement, “Change in Control” means the occurrence of any of
      the following events on or before December 31, 2009:

    


    (a) any
      "person," as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act
      (other than (A) the Company, (B) any trustee or other fiduciary holding
      securities under an employee benefit plan of the Company, and (C) any
      corporation owned, directly or indirectly, by the stockholders of the Company
      in
      substantially the same proportions as their ownership of Stock), is or becomes
      the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    representing
      30% or more of the combined voting power of the Company's then outstanding
      voting securities (excluding any person who becomes such a beneficial owner
      in
      connection with a transaction immediately following which the individuals who
      comprise the Board of Directors of the Company (the “Board”) immediately prior
      thereto constitute at least a majority of the Board, the entity surviving such
      transaction or, if the Company or the entity surviving the transaction is then
      a
      subsidiary, the ultimate parent thereof);

     

    (b) the
      following individuals cease for any reason to constitute a majority of the
      number of directors of the Board then serving:  individuals who, on
      the effective date of a Change in Control (the “Effective Date”), constitute the
      Board and any new director (other than a director whose initial assumption
      of
      office is in connection with an actual or threatened election contest, including
      but not limited to a consent solicitation, relating to the election of directors
      of the Company)  whose appointment or election by the Board or
      nomination for election by the Company's stockholders was approved or
      recommended by a vote of at least two-thirds (2/3) of the directors then still
      in office who either were directors on the Effective Date or whose appointment,
      election or nomination for election was previously so approved or
      recommended;

     

    (c) there
      is
      consummated a merger or consolidation of the Company or any direct or indirect
      subsidiary of the Company with any other corporation, other than a merger or
      consolidation immediately following which the individuals who comprise the
      Board
      immediately prior thereto constitute at least a majority of the Board of the
      entity surviving such merger or consolidation or, if the Company or the entity
      surviving such merger is then a subsidiary, the ultimate parent thereof;
      or

     

    (d) the
      stockholders of the Company approve a plan of complete liquidation of the
      Company or there is consummated an agreement for the sale or disposition by
      the
      Company of all or substantially all of the assets of the Company, PHH Mortgage
      Corporation or PHH Vehicle Management Services LLC (or any transaction having
      a
      similar effect), other than a sale or disposition by the Company of all or
      substantially all of its assets to an entity, immediately following which the
      individuals who comprise the Board immediately prior thereto constitute at
      least
      a majority of the board of directors of the entity to which such assets are
      sold
      or disposed of or, if such entity is a subsidiary, the ultimate parent
      thereof.

     

    (e) Notwithstanding
      the foregoing, a Change in Control shall not be deemed to have occurred by
      virtue of an offering of the equity securities of the Company that is registered
      with the Securities and Exchange Commission or the consummation of any
      transaction or series of integrated transactions immediately following which
      the
      holders of the Stock immediately prior to such transaction or series of
      transactions continue to have substantially the
      same
      proportionate ownership in an entity which owns all or substantially all of
      the
      assets of the Company immediately following such transaction or series of
      transactions.

     

    2. Notice
      and Opportunity to
      Cure.  Notwithstanding anything in Section 1 to the contrary,
      (i) no Severance Benefits shall be paid in connection with any voluntary
      termination of employment described in clause (ii) of Section 1 unless Executive
      provides the Company with written notice of the existence of the condition
      described in clause (ii) no later than 90 days after the initial existence
      of
      such condition is known to Executive and the Company fails to remedy such
      condition within 30 days of the date of such written notice; and (ii) no
      termination shall be deemed to be for Cause as described in clauses (a), (d),
      (e) or (f) of the second paragraph of Section 1 unless the Company provides
      Executive with written notice of the existence of the conditions that constitute
      Cause no later than 90 days after the initial existence of such condition is
      known to the Company  and Executive fails to remedy such condition
      within 30 days of the date of such written notice.

    


    3. Parachute
      Payments.
      In the event that any payment or distribution by the Company for the benefit
      of
      Executive (whether paid or payable or distributed or distributable pursuant
      to
      the terms of this Agreement, or, including without limitation, pursuant to
      the
      vesting and acceleration provisions under the PHH 2005 Equity and Incentive
      Plan) (a “Payment”) would be subject to the excise tax imposed by Section 4999
      of the Code (such excise tax is hereinafter referred to as the “Excise Tax”),
      then with the consent of Executive, Severance Benefits shall be reduced to
      the
      extent necessary so that no portion of the Payment shall be subject to the
      Excise Tax but only if, by reason of such reduction, the net after-tax benefit
      received by Executive shall exceed the net after-tax benefit that would be
      received by Executive if no such reduction was made. The “net after-tax benefit”
shall equal the total of all 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Payments,
      less the Excise Tax.  The Company shall retain a nationally recognized
      accounting firm (the "Accounting Firm") that is reasonably acceptable to
      Executive (which may be, but will not be required to be, the Company's
      independent auditors) to make a determination of whether the Severance Benefits
      should be reduced.  The Accounting Firm shall submit its determination
      and detailed supporting calculations to both Executive and the Company no later
      than 10 days prior to the date on which the Severance Benefits are to be
      paid.  If the Accounting Firm determines that the Severance Benefits
      should be reduced and Executive consents, the Severance Benefits shall be
      reduced but only to the extent necessary so that no portion of the Payments
      shall be subject to the Excise Tax, and the Company shall pay such reduced
      amount to Executive at the time prescribed by Section 1 of the
      Agreement.  If the Accounting Firm determines that none of the
      Payments, after taking into account any reduction pursuant to this Section
      3,
      constitutes a “parachute payment” within the meaning of Section 280G of the
      Code, it will, at the same time as it makes such determination, furnish
      Executive and the Company an opinion that Executive has substantial authority
      not to report any Excise Tax.  Executive and the Company shall each
      provide the Accounting Firm access to and copies of any books, records, and
      documents in the possession of Executive or the Company, as the case may be,
      reasonably requested by the Accounting Firm, and otherwise cooperate with the
      Accounting Firm in connection with the preparation and issuance of the
      determinations and calculations contemplated by this Section 3.  The
      fees and expenses of the Accounting Firm for its services in connection with
      the
      determinations and calculations contemplated by this Section 3 shall be borne
      by
      the Company.

    


    4.           
      Arbitration.  Any
      dispute, controversy or claim arising under or in connection with this Agreement
      shall be settled exclusively by arbitration, conducted before a panel of three
      arbitrators sitting in a location selected by Executive within fifty (50) miles
      from the location of Executive’s employment as of the date hereof, in accordance
      with the JAMS Employment Arbitration Rules and Procedures then in
      effect.  Judgment may be entered on the arbitrator’s award in any
      court having jurisdiction.  Any dispute or controversy or claim in
      connection with this Agreement shall be reviewed based on the de novo standard of review
      with respect to any determinations made by the Company.  In the event
      that Executive substantially prevails in any such dispute, controversy or claim,
      all costs and reasonable attorneys’ fees paid or incurred by Executive in
      connection with such dispute, controversy or claim shall be paid or reimbursed
      by the Company.

    


    5.           
      Amendment and
      Termination.  This Agreement may not be amended or terminated
      without written consent by both Executive and the Company.

    


    6.           
      Employment and
      Assumption by a Successor.  In the event that a successor
      entity to the Company by virtue of a Change in Control (a “Successor”) (i)
      offers Executive employment under terms and conditions which, if provided by
      the
      Company, would not constitute a (I) change in required location as described
      in
      Section 1(ii)(I) of this Agreement, (II) material diminution in Executive’s
      duties or responsibilities as described in Section 1(ii)(II) of the Agreement,
      or (III) reduction in Executive’s base salary or material reduction in
      compensation opportunities as described in Section 1(ii)(III) of this Agreement,
      and (ii) assumes all obligations of the Company under this Agreement, then
      (x)
      if Executive does not accept such offer of employment, he will not be entitled
      to any Severance Benefits under Section 1 of this Agreement in the event
      Executive’s employment is terminated on account of the failure to accept such
      employment, and (y) if Executive does accept such employment, on and after
      the
      effective date of such employment with a Successor, all references in the
      Agreement to “Company” shall be deemed to be references to the Successor (except
      where the context requires otherwise) and the Successor shall be liable for
      the
      payment of all Severance Benefits as provided in Section 1 of this Agreement
      in
      connection with any termination of employment described in clause (i) or (ii)
      of
      Section 1 of this Agreement which occurs after Executive accepts employment
      with
      a Successor or one of its subsidiaries.  Except as otherwise provided
      in this Section 6, none of the rights or obligations of either of the parties
      to
      the Agreement may be assigned or assumed without the written agreement of
      Executive and the Company.

    


    7.           
      No Duty to Mitigate;
      Obligations of the Company.  Executive shall not be required to
      mitigate the amount of any payment or benefit contemplated by this Agreement
      by
      seeking employment with a new employer or otherwise, nor shall any such payment
      or benefit be reduced by any compensation or benefits that Executive may receive
      from employment by another employer.  Except as otherwise provided by
      this Agreement, the obligations of the Company to make payment to Executive
      as
      described herein are absolute and unconditional and may not be reduced by any
      circumstances, including without limitation any set-off, counterclaim,
      recoupment, defense or other right which the Company may have against Executive
      or any third party at any time.

    


    8.           
      Facility of
      Payment.  If
      Executive is under legal disability or, in the Company’s reasonable opinion, is
      in any way incapacitated so as to be unable to manage his or her affairs, the
      Company may cause payments or benefits that would otherwise be provided to
      such
      person to be provided to Executive’s legal representative for his or her benefit
      or to be applied for the benefit of such person in any other manner that the
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Company
      may determine.  Such provision shall completely discharge the
      liability of the Company for payments and benefits hereunder.

    


    9.           
      Application of
      Section 409A. Notwithstanding any inconsistent provision of this
      Agreement, to the extent the Company determines in good faith that
      (i) payments or benefits received or to be received by Executive pursuant
      to this Agreement in connection with Executive’s termination of employment would
      constitute deferred compensation subject to the rules of Section 409A of
      the Code, and (ii) Executive is a “specified employee” under
      Section 409A of the Code, then only to the extent required to avoid
      Executive’s incurrence of any additional tax or interest under
      Section 409A, such payment or benefit will be delayed until the earliest
      date following Executive’s “separation from service” within the meaning of
      Section 409A which will permit Executive to avoid such additional tax or
      interest.  The Company and Executive agree to negotiate in good faith
      to reform any provisions of this Agreement to maintain to the maximum extent
      practicable the original intent of the applicable provisions without violating
      the provisions of Section 409A, if the Company deems such reformation
      necessary or advisable pursuant to guidance under Section 409A to avoid the
      incurrence of any such interest and penalties.  Such reformation shall
      not result in a reduction of the aggregate amount of payments or benefits under
      this Agreement. 

    


    10.           
      Confidential
      Information and Return of Company Property.  Executive
      recognizes and acknowledges that all information pertaining to the affairs,
      business, results of operations, accounting methods, practices and procedures,
      members, acquisition candidates, financial condition, clients, customers or
      other relationships of the Company (“Information”) is confidential and is a
      unique and valuable asset of the Company.  Executive shall not, at any
      time, including following Executive’s separation from service with the Company,
      give to any person, firm, associate, corporation, or governmental agency any
      Information, except as may be required by law.  Executive will not
      make use of the Information for Executive’s own purposes or for the benefit of
      any person or organization other than the Company.  Executive will
      also use Executive’s best efforts to prevent the disclosure of Information by
      others.  All records, memoranda, etc. relating to the business of the
      Company are confidential and will remain the property of the
      Company.  Executive shall return all Company property to the Company
      within three days of  the effective date of Executive’s separation
      from service.  If Executive violates the terms of this
      Section 10, the Company will be entitled, upon making the requisite showing,
      to,
      among other things, preliminary and/or permanent injunctive relief in any court
      of competent jurisdiction to restrain the breach of or otherwise to specifically
      enforce any of the covenants contained in this Section 10 without the necessity
      of showing any actual damage or that monetary damages would not provide an
      adequate remedy.  Such right to an injunction will be in addition to,
      and not in limitation of, any other rights or remedies the Company may have
      under this Agreement.

    


    11.           
      Notices.  Notices
      and all other communications provided for herein shall be in writing and shall
      be deemed to have been duly given when personally delivered or when mailed
      by
      United States certified mail, return receipt requested, or by overnight courier,
      postage prepaid, as follows:

     

    
      	
              a.  

            	
              If
                to the Company,

            


    

    


    PHH
      CORPORATION

    3000
      Leadenhall Road

    Mt.
      Laurel, New Jersey  08054

    Attn:  General
      Counsel

    


    
      	
              b.  

            	
              If
                to Executive, at the home address which Executive most recently
                communicated to the Company in
                writing.

            


    

     

    Either
      party may provide the other with notice of a change of address, which shall
      be
      effective upon receipt.

     

    12.           
      Gender and
      Number.
      A pronoun or adjective in the masculine gen­der includes the feminine
      gender, the singular includes the plural and the plural includes the singular,
      unless the context clearly indicates otherwise.

     

    13.           
      Waiver of Certain
      Severance Benefits.  Executive hereby agrees to waive any
      rights to receive severance benefits under the Company’s Severance Pay Plan for
      Officers or the Company’s Severance Pay Plan for 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Non-Officers,
      as applicable, during the period commencing on the effective date of this
      Agreement and ending after the first anniversary of the effective time of a
      Change in Control.

     

    14.           
      Governing
      Law.  This
      Agreement shall be construed, admin­istered and enforced in accordance with
      the laws of the State of __________ to the extent not superseded by federal
      law.

     

    15.           
      Integration with
      Other
      Benefit Programs. Except
      as provided
      in Section 13, benefits payable under this Agreement will not increase or
      decrease the benefits otherwise available to Executive under any of the
      Company’s retirement plans, welfare plans or any other employee benefit plans or
      programs unless otherwise expressly provided in any particular plan or
      program.

     

    16.           
      No Employment Rights
      Created.  This
      Agreement does not constitute a contract of employment and the Agreement does
      not give any person the right to be retained in the employ or service of the
      Company.

     

    17.           
      Severability.
      If any provision of
      this Agreement shall be held to be invalid or unenforceable by a court of
      competent jurisdiction, then the remaining provisions of this Agreement shall
      remain operative and in full force and effect. 

     

    18.           
      Tax Withholding
      . The Company retains the right to withhold from any amounts due under this
      Agreement, any income, employment, payroll, excise and other taxes as the
      Company may, in its sole discretion, deem necessary. 

     

    19.           
      Successors.  This
      Agreement shall inure to the benefit of, and be binding upon, each successor
      of
      the Company, whether by merger, consolidation, transfer of all or substantially
      all of its assets or otherwise.

     

    20.           
      Counterparts.  For
      convenience of the parties and to facilitate execution, this Agreement may
      be
      executed in two or more counterparts, each of which shall be deemed an original,
      but all of which shall constitute one and the same document. Transmission by
      facsimile of an executed counterpart signature page hereof by a party hereto
      shall constitute due execution and delivery of this Agreement by such
      party.

    


    


    ***Signature
      on Following Page***


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Executive and the
      Company have executed this Agreement effective as of the date written
      below.

    


    

      
        	 	
                Executed
                  this ___ day of ________, 2008

              
	 	
                By:

              	 
	 	 	 
	 	 
	 	
                [Executive
                  Name]

              
	 	 	 
	 	 	 
	 	
                PHH
                  CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Its:

              	 
	 	 	 
	 	
                Date:

              	 


      

    

    


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    EXHIBIT
      A

    


    GENERAL
      RELEASE

     

    THIS
      RELEASE (the “Release”)
      is entered
      into between _____________________(“Executive”) and PHH
      Corporation, a Maryland corporation (the “Company”),
      for the
      benefit of the Company.  The entering into and non-revocation of this
      Release is a condition to Executive’s right to receive the payments under the
      Executive Severance Agreement.  Capitalized terms used and not defined
      herein shall  have the meaning provided in the Executive Severance
      Agreement.

     

    Accordingly,
      Executive and the Company agree as follows.

     

    1.           
      IN CONSIDERATION FOR THE PAYMENTS AND OTHER BENEFITS PROVIDED TO EXECUTIVE
      BY
      THE EXECUTIVE SEVERANCE AGREEMENT, TO WHICH EXECUTIVE IS NOT OTHERWISE ENTITLED,
      AND THE SUFFICIENCY OF WHICH EXECUTIVE ACKNOWLEDGES, EXECUTIVE REPRESENTS AND
      AGREES, AS FOLLOWS:

     

    (a)           
      Executive, for himself or herself, his or her heirs, administrators,
      representatives, executors, successors and assigns (collectively “Releasers”), hereby
      irrevocably and unconditionally releases, acquits and forever discharges and
      agrees not to sue the Company or any of its subsidiaries, divisions, affiliates
      and related entities and their respective current and former directors,
      officers, shareholders, trustees, employees, consultants, independent
      contractors, representatives, agents, servants, successors and assigns and
      all
      persons acting by, through or under or in concert with any of them (collectively
      “Releasees”),
      from all rights and liabilities up to and including the date of this Release
      arising under or relating to the employment of Executive and from any and all
      charges, complaints, claims, liabilities, obligations, promises, agreements,
      controversies, damages, actions, causes of actions, suits, rights, demands,
      costs, losses, debts and expenses of any nature whatsoever, known or unknown,
      suspected or unsuspected and any claims of wrongful discharge, breach of
      contract, implied contract, promissory estoppel, defamation, slander, libel,
      tortious conduct, employment discrimination or claims under any federal, state
      or local employment statute, law, order or ordinance, including any rights
      or
      claims arising under Title VII of the Civil Rights Act of 1964, as amended,
      the
      Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 etseq.
      (“ADEA”), or any
      other
      federal, state or municipal ordinance relating to discrimination in
      employment.  Nothing contained herein shall restrict the parties’
rights to enforce the terms of this Release or Executive Severance
      Agreement.

     

    (b)           
      To the maximum extent permitted by law, Executive agrees that he/she has not
      filed, nor will he ever file, a lawsuit asserting any claims which are released
      by this Release, or to accept any benefit from any lawsuit which might be filed
      by another person or government entity based in whole or in part on any event,
      act, or omission which is the subject of this Release.

     

    (c)           
      This Release specifically excludes any claim for vested benefits to which
      Executive may be entitled under any benefit plan or special retention bonus
      arrangement of the Company or any affiliate in which Executive participates
      (the
“Company
      Plans”).  Executive’s entitlement to benefits under the Company
      Plans shall be determined in accordance with the provisions of those Company
      Plans.  This Release specifically excludes Executive’s indemnification
      as an officer and employee of the Company or any affiliate
      thereof.  Nothing contained in this Release shall release Executive
      from his/her obligations, including any obligations to abide by restrictive
      covenants under the Executive Severance Agreement, that continue or are to
      be
      performed following termination of employment.

     

    (d)           
      Executive represents that he is not aware of any facts or circumstances that
      would give rise, based on his/her actions, to any claims or lawsuits against
      the
      Company or any Release.

     

    (e)           
      The parties agree that this Release shall not affect the rights and
      responsibilities of the US Equal Employment Opportunity Commission (hereinafter
      “EEOC”) to enforce ADEA and other laws.  In addition, the parties
      agree that this Release shall not be used to justify interfering with
      Executive’s protected right to file a charge or participate in an investigation
      or proceeding conducted by the EEOC.  The parties further agree that
      Executive knowingly and voluntarily waives all rights or claims (that arose
      prior to Executive’s execution of this Release) the Releasers may have against
      the Releasees, or any of them, to receive any benefit or remedial relief
      (including, but not limited to, reinstatement, back pay, front pay, damages,
      attorneys’ fees, experts’ fees) as a consequence of any investigation or
      proceeding conducted by the EEOC.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.           
      Executive acknowledges that the Company has specifically advised him/her of
      the
      right to seek the advice of an attorney concerning the terms and conditions
      of
      this Release. Executive further acknowledges receipt of a copy of this Release,
      and has been afforded twenty-one (21) days in which to consider the terms and
      conditions set forth above prior to this Release. By executing this Release,
      Executive affirmatively acknowledges sufficient and reasonable time to review
      this Release and to consult with an attorney concerning Executive’s legal rights
      prior to the final execution of this Release.  Executive has carefully
      read this Release and fully understands its terms.  Executive
      understands that he/she may revoke this Release within seven (7) days after
      signing this Release.  Revocation of this Release must be made in
      writing and must be received by [__________________________________________]
      within the time period set forth above.

     

    3.           
      This Release will be governed by and construed in accordance with the laws
      of
      the State of [Maryland/New Jersey], without giving effect to any choice of
      law
      or conflicting provision or rule (whether of the State of [Maryland/New Jersey]
      or any other jurisdiction) that would cause the laws of any jurisdiction other
      than the State of [Maryland/New Jersey] to be applied. In furtherance of the
      foregoing, the internal law of the State of [Maryland/New Jersey] will control
      the interpretation and construction of this agreement, even if under such
      jurisdiction’s choice of law or conflict of law analysis, the substantive law of
      some other jurisdiction would ordinarily apply. The provisions of this Release
      are severable, and if any part or portion of it is found to be unenforceable,
      the other paragraphs shall remain fully valid and enforceable.  This
      Release shall become effective and enforceable on the eighth day following
      its
      execution by Executive, provided he/she does not exercise his or her right
      of
      revocation as described above.  If Executive fails to sign this
      Release or revokes his or her signature, this Release will be without force
      or
      effect, and Executive shall not be entitled to the payment under the Executive
      Severance Agreement.

     

    I,
      ___________________________, HAVING READ THE FOREGOING RELEASE, UNDERSTANDING
      ITS CONTENT AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE,
      DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY WAIVING AND
      RELEASING MY CLAIMS, ON _______________________, 200_.

     

    
 

    
      
        	
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                Executive