EX-10.31



 









Exhibit 10.31




PHH CORPORATION




RESTRICTED STOCK UNIT

CONVERSION AWARD NOTICE




We are pleased to notify you that PHH Corporation (the “Company”) has awarded you Restricted Stock
Units in consideration of the conversion of the Restricted Stock Units granted to you by Cendant
Corporation on June 3, 2004. The Restricted Stock Units 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 the attached Restricted Stock Unit Conversion Award Agreement (the “Agreement”) and
the PHH Corporation 2005 Equity and Incentive Plan (the “Plan”). This 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 Conversion Award Notice shall have the meanings set forth in the Agreement
or the Plan.



	 	 	 
	Grantee:

	 	[Name]

[Address]
	 
	 	 
	Participant #:

	 	[___]
	 
	 	 
	Conversion Date:

	 	February 1, 2005
	 
	 	 
	Number of Conversion
	 	 
	Restricted Stock Units:

	 	[___]
	 
	 	 
	Settlement Date:

	 	For each RSU, except as otherwise provided by the
Agreement, the date on which such RSU becomes
vested in accordance with the Vesting Schedule set
forth below.
	 
	 	 
	Performance Goals:

	 	Vesting shall be conditioned on the Company’s
attainment of Performance Goals, as determined and
established by the Compensation Committee.
	 
	 	 
	

	 	The Compensation Committee has determined that the Performance Goals
related to the Restricted Stock Units scheduled to vest on April 27,
2005, have been met.
	 
	 	 
	

	 	The Compensation Committee has established the Performance Goals
relating to the Restricted Stock Units scheduled to vest on April 27,
2006, based on PHH Corporation’s return on equity and net income
growth measured for the 2005 fiscal year.
	 
	 	 
	

	 	The Compensation Committee shall establish Performance Goals based on
PHH Corporation’s return on equity and net income growth on an annual
basis for the Restricted Stock Units scheduled to vest on April 27,
2007, and April 27, 2008.






 









 






	 	 	 
	Vesting Schedule:

	 	Subject to the provisions of the Agreement and the Plan
and provided that you remain continuously employed with
the Company through the respective vesting dates, set
forth below, the Restricted Stock Units shall become
vested to the extent the Company attains its Performance
Goals, as follows:







Vesting Date: April 27, 2005




12.5% of the Restricted Stock Units shall become vested on April 27,
2005.




Vesting Date: April 27, 2006




	 	(1)  	12.5% of the Restricted Stock
Units shall become vested on April 27, 2006, if the Company
achieves 100% of its target (29% net income growth and 7.25%
return on equity) for the 2005 fiscal year; or
	 
	 	(2)  	18.75% of the Restricted Stock
Units shall become vested on April 27, 2006, if the Company
achieves 150% of its target (77% net income growth and 10%
return on equity) for the 2005 fiscal year.






Vesting Date: April 27, 2007




	 	(1)  	12.5% of the Restricted Stock
Units shall become vested on April 27, 2007, if the Company
achieves 100% of its target net income growth and return on
equity (to be determined by the Compensation Committee) for the
fiscal year immediately prior to April 27, 2007; or
	 
	 	(2)  	18.75% of the Restricted Stock
Units shall become vested on April 27, 2007, if the Company
achieves 150% of its target net income growth and return on
equity (to be
determined by the Compensation Committee) for the fiscal year
immediately prior to April 27, 2007.






Vesting Date: April 27, 2008




	 	(1)  	12.5% of the Restricted Stock
Units shall become vested on April 27, 2008, if the Company
achieves 100% of its target net income growth and return on
equity (to be determined by the Compensation Committee) for the
fiscal year immediately prior to April 27, 2008; or
	 
	 	(2)  	18.75% of the Restricted Stock
Units shall become vested on April 27, 2008, if the Company
achieves 150% of its target net income growth and return on
equity (to be




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                    determined by the Compensation Committee) for the
fiscal year immediately prior to April 27, 2008.



	 	 	 
	Certification of
	 	 
	Performance Goals:

	 	All performance results described above shall be
subject to the certification and approval of the
Compensation Committee. All decisions of the
Compensation Committee regarding attainment of
Performance Goals and the extent of vesting (or no
vesting) in respect of all Awards shall be final and
binding on all parties.
	 
	 	 
	Forfeiture Rules:

	 	Any Restricted Stock Units which do not vest on or
before April 27, 2008, shall automatically terminate as
of such date, without any action taken by the Company
and without notice to you.






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




	 	 	 
	

	PHH CORPORATION
	 
	 

	By:	 
	 

	 	

	 

	Name:	 
	 

	Title:	 







RETAIN THIS NOTIFICATION AND YOUR CONVERSION AWARD AGREEMENT

WITH YOUR IMPORTANT DOCUMENTS AS A RECORD OF THIS AWARD.




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PHH CORPORATION




RESTRICTED STOCK UNIT

CONVERSION AWARD




     PHH Corporation, a Maryland corporation (the “Company”) has granted to the individual (the
“Grantee”) named in the Conversion Award Notice to which this Restricted Stock Unit Conversion
Award Agreement (the “Agreement”) is attached, an award consisting of restricted stock units,
subject to the terms and conditions set forth in the Award Notice and this Agreement. The
restricted stock units have been granted pursuant to the PHH Corporation 2005 Equity and Incentive
Plan (the “Plan”).



     WHEREAS, in connection with the spin-off of the Company from Cendant Corporation, the
Compensation Committee has approved the conversion, and the assumption under the Plan, of
restricted stock units relating to shares of Cendant Corporation common stock (the “Cendant
Restricted Stock Units”) into restricted stock units relating to the common stock of the Company
(the “Restricted Stock Units”);



     WHEREAS, the Compensation Committee of the Company has the authority under and pursuant to the
Plan to grant and establish the terms of awards, including awards in consideration of the
cancellation by Cendant Corporation of the Cendant Restricted Stock Units, to eligible employees of
the Company and its Subsidiaries; and



     WHEREAS, the Compensation Committee of the Company desires to grant an award to the Grantee to
represent the conversion of the Cendant Restricted Stock Units into the Restricted Stock Units of
the Company, 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. A copy of a
prospectus for the Plan is attached hereto and the terms of such 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 Restricted Stock Units.



           a.       Subject to the terms and conditions set forth in the Plan and this Agreement, the Grantee
shall acquire, the number of Restricted Stock Units set forth in the Award Notice, subject to
adjustment by the Committee as provided in Section 5 of the Plan (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 Restricted Stock Units.



 









 





     3.       Vesting of Restricted Stock Units. Subject to Paragraph 4 below, the Restricted Stock
Units granted hereunder shall vest in accordance with the Vesting Schedule set forth in the Award
Notice, attached hereto, subject to the attainment of the Performance Goals, if applicable;
provided, however, to the extent not already vested, the Restricted Stock Units shall become 100%
vested upon a Change in Control, the Grantee’s death, or the Grantee’s termination of employment by
reason of disability (as defined in the Company’s long-term disability plan), while employed with
the Company.



     4.       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 (other than death or Disability), the Award, to the extent not yet
vested, shall immediately and automatically terminate; provided, however, that the
Committee may, in its sole and absolute discretion, accelerate the vesting of the Award, upon
termination of employment or otherwise, for any reason or no reason, but shall have no obligation
to do so.



     5.       Settlement.



           a.       Issuance of Shares of Stock. The Company shall issue to the Grantee, on the Settlement
Date with respect to each Restricted Stock Unit to be settled on such date, shares of Stock that
are equal to the number of vested Restricted Stock Units 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.       Certificate Registration. The certificate for the shares issued in settlement of the
Restricted Stock Units shall be registered in the name of the Grantee, or, if applicable, in the
names of the Grantee’s heirs.



           c.       Restrictions on Grant of the Restricted Stock Units and Issuance of Shares. The grant of
the Restricted Stock Units and issuance of shares of Stock upon settlement of the Restricted Stock
Units 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 Restricted Stock Units 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
Restricted Stock Units, 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.



           d.       Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Restricted Stock Units.



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           e.       Dividend Equivalents. As of each dividend payment date for each cash dividend on the
Stock, the Grantee shall receive additional restricted stock units, which shall be subject to the
same terms and conditions as the Restricted Stock Units granted pursuant to the Award Notice and
this Agreement. The number of additional restricted stock units to be granted shall equal: (i) the
product of (x) the per-share cash dividend payable with respect to each share of Stock on that
date, multiplied by (y) the total number of Restricted Stock Units which have not been settled or
forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one
share of Stock on the payment date of such dividend.



     6.       Tax Obligations. As a condition to the granting of the Award and the vesting 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 Restricted Stock Units 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.



     7.       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.



     8.       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 Restricted Stock Units 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 and Section 5(e) of this Agreement.



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     9.       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 Common
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.



     10.       Nontransferability of Restricted Stock Units. Prior to the issuance of shares of Stock on
the Settlement Date, neither this Agreement nor any of the Restricted Stock Units 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.



     11.       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.



     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.



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     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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