exv10w2






Exhibit 10.2




FORM OF

PHH CORPORATION

MANAGEMENT INCENTIVE PLAN

AWARD NOTICE




     This Award Notice is delivered by PHH Corporation, a Maryland corporation (the “Company”), to
                                         (the “Grantee”). Upon and subject to the terms and conditions below
and the terms and conditions of the PHH Corporation Management Incentive Plan (as amended from time
to time, the “MIP”) adopted pursuant to the PHH Corporation Amended and Restated 2005 Equity and
Incentive Plan (as amended from time to time, the “2005 EIP”), the Company hereby awards to Grantee
a cash incentive bonus (the “Award”) payable as follows:




	A.	 	Plan Year (to which the Award relates) means: January 1,                      through December 31,                     .
	 
	B.	 	Target Amount (to which the Award relates) means:                                         .
	 
	C.	 	Plan Year Performance Goal (to which the Award relates) means:                                         .
	 
	D.	 	Amount Payable: Subject to the MIP, the 2005 EIP, and the other terms of this Award,
upon certification by the Committee (as defined in the MIP) that the Company’s Plan Year
Performance Goal exceeds the amount corresponding to the applicable level set forth in the
table below, Grantee shall be entitled to receive a cash payment equal to the Maximum Payout
Percentage set forth in the table below corresponding to the level of attainment certified by
the Committee multiplied by Grantee’s Target Amount set forth above.





	 	 	 	 	 
	Plan Year Performance Goal	 	Level	 	Maximum Payout Percentage
	 

	 	Outstanding	 	 
	 

	 	Exceeds	 	 
	 

	 	Plan	 	 
	 

	 	95% of Plan	 	 
	 

	 	90% of Plan	 	 
	 

	 	Not Meeting Plan	 	 







	 	 	The Maximum Payout Percentage for a level of achievement of the Plan Year Performance Goal
as certified by the Committee that is between the levels set forth in the table above and is
above the “Plan” level will be determined based on straight-line interpolation. There will
be no interpolation for performance below the “Plan” level. No payment will be made in
excess of the Maximum Payout Percentage at the “Outstanding” level.
	 
	E.	 	Vesting and Payment: Unless contrary to applicable law and except as provided in
Paragraph F below, the Grantee will only become vested in the Award if the Grantee is employed
by the Company or an Affiliate (as defined in the MIP) on the date the Committee certifies the
level of achievement of the Plan Year Performance Goal. Except as provided in Paragraph F
below, if the Committee does not certify the level of achievement of the Plan Year Performance
Goal, or if the Grantee is not an employee of the Company or an Affiliate on the date, if any,
that such certification occurs, no amount will be payable pursuant to this Award. Any vested
Award amount will be paid within thirty (30)
days following certification by the Committee, but no later than December 31 of the year
immediately following the Plan Year.




 









 












	F.	 	Change in Control: If Grantee is employed by the Company or an Affiliate on the date
a Change in Control (as defined in the 2005 EIP) occurs and before the Award is vested
(whether or not such Change in Control occurs during the Plan Year), the Award shall
automatically become vested as of the date of the Change in Control as if the Company had
achieved the Plan Year Performance Goal at the “Plan” level and the vested Award shall be
payable as soon as practicable following the date of the Change in Control, but no later than
December 31 of the year in which the Change in Control occurs.
	 
	G.	 	Committee Discretion: The Committee may exercise negative discretion to reduce the
Maximum Payout Percentage and the amount payable under this Award prior to the earlier of
payment of the Award or Change in Control. Such discretion may be exercised based on the
Committee’s subjective determination (or the Committee’s determination based upon a
recommendation of the Company’s management) of the extent to which the Grantee has achieved
such individual goals for the Plan Year, if any, as the Committee may establish or based on
any other factors the Committee deems necessary or appropriate in its sole and absolute
discretion.





	 	 	 	 	 
	 	PHH CORPORATION



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: