EX-10.29



 






Exhibit 10.29




PHH CORPORATION




2005 EQUITY AND
INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION

CONVERSION AWARD NOTICE 




We are pleased to notify you that PHH Corporation (the “Company”) has awarded you Non-Qualified
Stock Options (each an “Option” or collectively, the “Options”) in consideration of the conversion
of the Non-Qualified Stock Options granted to you by Cendant Corporation on [ORIGINAL GRANT DATE]
(the “Original Grant Date”). The Options entitle you to purchase shares of the Company’s Stock.
The number of shares you may purchase and the exercise price at which you may purchase them are
specified below. This Conversion Award Notice constitutes part of and is subject to the terms and
provisions of the attached Non-Qualified Stock Option Conversion Award Agreement (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.



	 	 	 
	Optionee:

	 	[Name]

[Address]
	 
	 	 
	Participant #:

	 	[                    ]
	 
	 	 
	Conversion Grant Date:

	 	February 1, 2005
	 
	 	 
	Number of Conversion Shares:

	 	[                    ]
	 
	 	 
	Conversion Exercise Price:

	 	[                    ]
	 
	 	 
	Expiration Date:

	 	The Options shall expire at 5:00 p.m. Eastern
Time on the 10th anniversary of the
Original Grant Date, unless fully exercised or
terminated earlier.
	 
	 	 
	Vesting Schedule:

	 	[Subject to the provisions of the Agreement and
the Plan, the Options are 100% vested and fully
exercisable as of the Conversion Grant Date.]
	 
	 	 
	 

	 	
[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 Options shall become exercisable in
accordance with the Vesting Schedule below:]






	 	 	 	 	 	 	 
	 	 	Vesting Date	 	 	 	% of Conversion Shares
	

	 	[                    ]
	 	 	 	[                    ]






-1-









 





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.





-2-









 








PHH CORPORATION

2005 EQUITY AND INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION

CONVERSION AWARD




     PHH Corporation, a Maryland corporation (the “Company”) has granted to the Optionee named in
the Conversion Award Notice to which this Non-Qualified Stock Option Conversion Award Agreement
(the “Agreement”) is attached, an award consisting of non-qualified stock options (each an
“Option,” and collectively, the “Options”), subject to the terms and conditions set forth in the
Conversion Award Notice and this Agreement. The Options 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 of the Board of Directors of the Company (the “Committee”) has approved the
conversion, and the assumption under the Plan, of non-qualified stock options to purchase shares of
Cendant Corporation common stock (the “Cendant Options”) into non-qualified stock options to
purchase shares of the Company’s common stock;



     WHEREAS, the Committee 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 Options, to eligible employees of the Company and its Subsidiaries; and



     WHEREAS, the Committee desires to grant non-qualified stock options to the Optionee to
represent the conversion of the Cendant Stock Options into non-qualified stock options to purchase
the Company’s common stock, subject to the terms of the Plan, the Conversion Award Notice, and this
Agreement.



     In consideration of the provisions contained in this Agreement, the Company and the Optionee
agree as follows:



     1. The Plan. The Options granted to the Optionee hereunder is made pursuant to the Plan. A
copy of the 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. Number of Shares and Purchase Price. The Optionee is hereby granted an option (an
“Option”) to purchase the number of shares of Common Stock of the Company specified on the attached
Conversion Award Notice (the “Option Shares”) at the Option Price per Share specified on the
Conversion Award Notice, pursuant to the terms of this Agreement and the provisions of the Plan.



-1-









 





     3. Term of Option and Conditions of Exercise.



          (a) The Option has been granted as of the Conversion Grant Date and shall terminate on the
Expiration Date specified on the Conversion Award Notice, subject to earlier termination as
provided herein and in the Plan. Upon the termination or expiration of the Option, all rights of
the Optionee in respect of such Option hereunder shall cease.



          (b) Subject to the provisions of the Plan and this Agreement, except as may otherwise be
provided by the Committee, the Option shall vest in accordance with the Vesting Schedule set forth
on the Conversion Award Notice, so long as the Optionee continues to be employed by or provide
service to the Company or a Subsidiary; provided, however, that the Option shall become fully
vested and exercisable upon the death of the Optionee or the termination of the Optionee’s
employment or service due to the disability (as defined in the Company’s long-term disability plan)
of the Optionee.



     4. Termination of Employment.



          (a) Except as may otherwise be provided by the Committee, if the Optionee’s employment with or
service to the Company or a Subsidiary is terminated, the Options that are then unexercisable will
terminate immediately upon such termination of employment or service.



          (b) Excepts as may otherwise be provided by the Committee, if the Optionee’s employment with
or service to the Company or a Subsidiary is terminated, the Options that are then exercisable will
terminate as follows:




          (i) If the Optionee’s employment terminates by reason of such Optionee’s death or
disability (as defined in the Company’s long-term disability plan), the Option may be
exercised, to the extent vested on the date of termination, by the Optionee, the Optionee’s
legal representative or legatee for a period of two years from the date of death or
disability or until the Expiration Date, if earlier.




          (ii) If the Optionee’s employment terminates for any reason other than death or
disability, and unless otherwise determined by the Committee, the Option may be exercised,
to the extent vested on the date of termination, for a period of one year from the date of
termination or until the Expiration Date, if earlier.



     5. Exercise of Option.



          The Option may only be exercised in accordance with the terms of the Plan and the
administrative procedures established by the Committee from time to time. The Optionee may pay the
Exercise Price by:



          (a) delivery of cash, certified or cashier’s check, money order or other cash equivalent
acceptable to the Committee in its discretion;



-2-









 





          (b) a broker-assisted cashless exercise procedure satisfactory to the Company;



          (c) by tender (via actual delivery or attestation) to the Company of other shares of Common
Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise
Price, provided that such shares have been owned by the Optionee for a period of at
least six months free of any substantial risk of forfeiture or were purchased on the open market
without assistance, direct or indirect, from the Company; or



          (d) any combination of the foregoing.



     6. Adjustment upon Changes in Capitalization.



          The Option is subject to adjustment in the event of certain changes in the capitalization of
the Company, to the extent set forth in Section 5 of the Plan.



     7. No Rights as a Stockholder. The Optionee shall not have any of the rights of a stockholder
with respect to the Option Shares until such Option Shares have been issued to the Optionee upon
exercise of the Options. No adjustment will be made for dividends or distributions or other rights
for which the record date is prior to the date on which such Option Shares are issued.



     8. Nontransferability of Options. These Options are nontransferable otherwise than by will or
the laws of descent and distribution and during the Optionee’s lifetime, the Options may be
exercised only by the Optionee or, during the period in which the Optionee is under a legal
disability, by the Optionee’s guardian or legal representative. Except as provided above, the
Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether
by operation of law or otherwise) and shall not be subject to execution, attachment or similar
process.



     9. Withholding of Taxes. At the time the Options are exercised, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize withholding from payroll or
any other payment of any kind due to you and otherwise agree to make adequate provision for
foreign, federal, state and local taxes required by law to be withheld, if any, which arise in
connection with the Options. The Company may require you to make a cash payment to cover any
withholding tax obligation as a condition of exercise of the Options or issuance of share
certificates representing Option Shares.



     The Committee may, in its sole discretion, permit you to satisfy, in whole or in part, any
withholding tax obligation which may arise in connection with the Options either by electing to
have the Company withhold from the Shares to be issued upon exercise that number of Option Shares,
or by electing to deliver to the Company already-owned Shares of Common Stock, in either case
having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum
withholding amount due.



-3-









 





     10. Amendment.
This Agreement may be amended from time to time by the Committee in its
discretion; provided, however, that this Agreement may not be modified in a manner that would have
a materially adverse effect on the Options or Option Shares as determined in the discretion of the
Committee, except as provided in the Plan or in a written agreement signed by the Optionee and the
Company.



     11. Entire Agreement. This Agreement and the Plan contain all of the understandings and
agreements between the Company and the Optionee concerning the Option and supersedes all earlier
negotiations and understandings, written or oral, between the parties with respect thereto. The
Company and the Optionee have made no promises, agreements, conditions or understandings, either
orally or in writing, that are not included in this Agreement or the Plan.



     12. Captions. The captions and section numbers appearing in this Agreement are inserted only
as a matter of convenience. They do not define, limit, construe or describe the scope or intent of
the provisions of this Agreement.



     13. Notices. Any notice or communication having to do with this Agreement must be given by
personal delivery or by certified mail, return receipt requested, addressed, if to the Company or
the Committee, to the attention of the General Counsel of the Company at the principal office of
the Company and, if to the Optionee, to the Optionee’s last known address contained in the
personnel records of the Company.



     14. Binding Effect. Each and all of the provisions of this Agreement are binding upon and
inure to the benefit of the Company and the Optionee and their respective estate, successors and
assigns, subject to any limitations on transferability under applicable law or as set forth in the
Plan.



     15. Blackout Periods. The Optionee acknowledges that, from time to time as determined by the
Company in its sole discretion, the Company may establish “blackout periods” during which this
Option may not be exercised. The Company may establish a blackout period for any reason or for no
reason.



     16. Integrated Agreement. The Conversion Award Notice, this Agreement and the Plan constitute
the entire understanding and agreement of the Optionee 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 Optionee 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.



     17. 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.



-4-









 





     18. 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.



* * * * *





-5-