SEPARATION AGREEMENT AND FULL RELEASE


 


This Agreement and Full Release (the
“Agreement”), dated as of May 29, 2018 is by and between Michael R. Bourque, Jr., (the “Individual”) and
Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc., including without limitation their parents, subsidiaries and affiliates
(hereafter “Ocwen” or the “Company”). In consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1. Termination Date and Acknowledgments.


 


Individual and the
Company will end their employment relationship on June 22, 2018 (“Termination Date”). Individual will receive all ordinary
compensation and benefits he is entitled to during that time. Effective immediately on the Termination Date, Individual agrees
to irrevocably resign from any and all positions as an officer, employee, director, member, manager or any other position he serves
in for Ocwen, including but not limited to: Executive Vice President and Chief Financial Officer, Ocwen Financial Corporation;
Executive Vice President, Chief Financial Officer, Director and Committee Chairperson, Ocwen Mortgage Servicing, Inc.; Manager,
Ocwen Freddie Advance Funding LLC; Chief Financial Officer and Manager, Ocwen Loan Servicing, LLC; President for Ocwen Mortgage
Asset Holdings General Partner and Ocwen Mortgage Asset Holdings Inc.; and President, Chief Executive Officer and Chief Financial
Officer, REO Management, LLC. Individual no longer will be authorized to transact business or incur any expenses, obligations and
liabilities on behalf of the Company as of the Termination Date. Individual further agrees, in exchange for $1000.00, to return,
transfer and assign all of his shares of Class I preferred stock of Ocwen Mortgage Servicing, Inc., being one thousand (1,000)
such shares, to Ocwen Mortgages Servicing, Inc., which shares shall be cancelled without payment of any consideration to Individual,
effective upon the Termination Date. Individual also agrees not to seek reinstatement, future employment, or other working relationship
with the Company or any of its affiliates. Individual acknowledges that as of the Termination Date he will (i) receive all compensation
and benefits owed for all hours worked through and including the Termination Date as a result of services performed for the Company
as part of his final paycheck as part of the customary payroll schedule, except as further provided in this Agreement; and that
(ii) Individual is not entitled to any additional or future compensation or benefits arising out of Individual’s employment
with the Company, except for such compensation or benefits, if any, arising under the retirement or welfare benefits or plans of
Ocwen to which Individual may be entitled by virtue of Individual’s employment with the Company, subject in all cases to
the terms and conditions of the plans and agreements governing such benefits. Without limitation to the above, Individual acknowledges
and agrees that (i) he is not entitled to any additional incentive or other bonus type compensation other than what has been included
herein; (ii) Individual is not entitled to the vesting of any additional or future equity awards (iii) Individual has reported
to the Company any and all work-related injuries which incurred during employment; (iv) the Company properly provided any leave
of absence because of Individual’s or a family member’s health condition and Individual has not been subjected to any
improper treatment, conduct or actions due to a request for or taking such leave; (v) Individual has had the opportunity to provide
the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the
part of the Company or any other Released Parties; and (vi) Individual has reported any pending judicial or administrative complaints,
claims, or actions filed against the Company or any other Released Parties. Further, Individual agrees that he will execute the
Supplemental General Release and Acknowledgement, attached hereto as Exhibit A, after June 22, 2018 but within 10 days of receipt
of his final paycheck, in exchange for an additional consideration in amount of $500.00, less applicable taxes and withholding.


 




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2. Consideration.


 


In consideration
of Individual’s promises in this Agreement, the Company will provide Individual the gross sum of $125,000.00, less applicable
withholding and taxes (the “Payment”). In accord with the terms of the Company’s U.S. Virgin Island Relocation
Program, the Company will also pay the individual $50,000.00, less applicable withholding and taxes, in connection with his relocation
from St. Croix (the “Relocation Reimbursement”). The Payment and the Relocation Reimbursement are contingent upon:
(a) the Company’s receipt of this fully executed agreement, (b) Individual’s full performance of his duties in accordance
with his role through the Termination Date, (c) Individual’s agreed resignation as state in paragraph 1 hereof, (d) the seven-day
revocation period has passed without revocation of this Agreement, (e) Individual has executed and returned the Acknowledgment
Form (Attachment B hereto) to the Company confirming Individual’s decision not to revoke this Agreement, and (f) Individual
has returned all company property to the Company.


 


Amounts the Company
is paying in consideration for the Agreement will be treated as taxable compensation but are not intended by either party to be
treated, and will not be treated, as compensation for purposes of eligibility or benefits under any benefit plan of the Company,
to the extent not inconsistent with the terms of the governing documents of the relevant plans. The Company will apply standard
tax and other applicable withholdings to payments made to Individual. Individual agrees that the consideration the Company will
provide includes amounts in addition to anything of value to which Individual already is entitled. The Company also will pay Individual
any accrued but unused vacation regardless of whether Individual signs this Agreement.


 


Individual acknowledges
and agrees that the separation payment is in full satisfaction of any amounts that may otherwise have been payable under any cash
bonus or incentive, equity or other arrangement.


 




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3. Full and Final Release.


 


In consideration
of the benefits provided by the Company, Individual, for Individual personally and Individual’s representatives, heirs, executors,
administrators, successors and assigns, fully, finally and forever releases and discharges the Company and its affiliates, as well
as their respective successors, assigns, parents, subsidiaries, officers, owners, directors, agents, representatives, attorneys,
and employees (all of whom are referred to throughout this Agreement as the “Released Parties”), of and from all claims,
demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, individually or as
part of a group action, known or unknown, as a result of actions or omissions occurring through the date Individual signs this
Agreement. Specifically included in this waiver and release are, among other things, claims of unlawful discrimination, harassment,
or failure to accommodate; claims related to terms and conditions of employment; claims for compensation or benefits; claims for
wrongful termination of employment and/or claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, the National Labor Relations Act (NLRA), the Virgin Islands Wrongful Discharge Act,
the Virgin Islands Civil Rights Act, the Virgin Islands Plant Closing Act, or any other federal, state or local statute, rule,
ordinance, or regulation, as well as any claims in equity or under common law for tort, contract, or wrongful discharge. This Release
does not include any claims for coverage by Individual under any applicable insurance policy in force during his tenure at Ocwen
or under any indemnification agreement previously agreed to by the parties.


 


4. Agreement Not To Sue.


 


Other than an action
for breach of this Release Agreement or as otherwise provided in paragraphs 6, 7 and 8, Individual expressly acknowledges that
if Individual files any claim or lawsuit, or causes or aids any claim or arbitration to be filed on Individual’s behalf,
regarding any matter described in this Release Agreement, the Company may be entitled to recover from Individual some or all money
paid under this Release Agreement, plus attorneys’ fees and costs incurred in defending against such action, to the extent
permitted by law.


 




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5. Advice of Counsel, Consideration
and Revocation Periods, Other Information.


 


The Company advises
Individual to consult with an attorney prior to signing this Agreement. Individual has 21 days to consider whether to sign this
Agreement from the date Individual receives this Agreement and any attached information (“Consideration Period”). Individual
must return this signed Agreement to the Company’s representative identified below within the Consideration Period. If Individual
signs and returns this Agreement before the end of the Consideration Period, it is because Individual freely chose to do so after
carefully considering its terms. Additionally, Individual shall have seven days from the date the Individual signs this Agreement
to revoke this Agreement by delivering a written notice of revocation within the seven day revocation period to the same person
as Individual returned this Agreement. If the revocation period expires on a weekend or holiday, Individual will have until the
end of the next business day to revoke. This Agreement will become effective on the eighth day after Individual signs this Agreement
provided Individual does not revoke this Agreement (“Effective Date”). Any modification or alteration of any terms
of this Agreement by Individual voids this Agreement in its entirety. Individual agrees with the Company that changes, whether
material or immaterial, do not restart the running of the Consideration Period.


 


6. No Interference with Rights.


 


Nothing in this
Agreement is intended to waive claims (i) for unemployment or workers’ compensation benefits; (ii) for vested rights under
ERISA-covered employee benefit plans as applicable on the date Individual signs this Agreement; (iii) for vested rights under ERISA-covered
employee benefit plans that may arise after Individual signs this Agreement; (iv) for reimbursement of expenses under the Company’s
expense reimbursement policies; or (v) which cannot be released by private agreement. In addition, nothing in this Agreement including
but not limited to the acknowledgments, release of claims, proprietary information, confidentiality, cooperation, and non-disparagement
provisions (i) limits or affects Individual’s right to challenge the validity of this Agreement under the ADEA or the OWBPA,
(ii) prevents Individual from filing a charge or complaint with or from participating in an investigation or proceeding conducted
by the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, National Labor Relations Board,
the Securities and Exchange Commission, or any other any federal, state or local agency charged with the enforcement of any laws,
including providing documents or any other information, without notice to the Company or (iii) limits Individual from exercising
rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees, although by signing this Agreement
Individual is waiving rights to individual relief (including backpay, frontpay, reinstatement or other legal or equitable relief)
in any charge, complaint, or lawsuit or other proceeding brought by Individual or on Individual’s behalf by any third party,
except for any right Individual may have to receive a payment from a government agency (and not the Company) for information provided
to the government agency.


 


7. Federal Defend Trade Secrets Act.


 


Notwithstanding
the confidentiality and non-disclosure obligations in this Release and otherwise, Individual understands that as provided by the
Federal Defend Trade Secrets Act, Individual will not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret made: (1) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2)
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 




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8. Executive Cooperation.


 


Individual shall
reasonably cooperate with Ocwen in connection with: (a) any internal or governmental investigation or administrative, regulatory,
arbitral or judicial proceeding involving Ocwen with respect to matters relating to Individual’s employment with Ocwen (collectively,
“Litigation”); (b) any audit of the financial statements of Ocwen with respect to the period of time when Individual
was employed by or provided services to Ocwen (“Audit”); and (c) providing such other occasional advice, assistance
and consultation as Ocwen may reasonably request from time to time on matters with which Individual was familiar and/or about which
Individual acquired knowledge, expertise and/or experience during the time that Individual was employed by Ocwen to help ensure
a smooth transition of his position; provided that such cooperation does not unreasonably interfere with Individual’s then-current
professional or personal commitments. Individual acknowledges that such cooperation may include, but shall not be limited to, Individual
making himself available to Ocwen (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual
investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or
Audit; (ii) appearing at the request of Ocwen to give truthful testimony without requiring service of a subpoena or other legal
process; (iii) volunteering to Ocwen pertinent information related to any Litigation or Audit; and (iv) turning over to Ocwen any
documents relevant to any Litigation or Audit that are or may come into Individual’s possession. Notwithstanding anything
to the contrary, Individual will have no obligation to act against his own legal or financial interests or to forgo any constitutional
rights (including, but not limited to, in connection with any regulatory investigation), and this Section 8 will not affect his
Indemnification Rights. Ocwen and agrees to reimburse Individual for his actual and reasonable expenses in performing any services
pursuant to this Section 8 that are requested by Ocwen, provided that Individual promptly submits such expenses for reimbursement
along with reasonable and customary supporting documentation for the same. Any such reimbursement shall be paid promptly after
receipt by Ocwen of such materials from Individual, and in all events not later than six months from when Individual submitted
his supporting documentation for the related expense to Ocwen.


 


9. Company Property and Confidential
Proprietary Information. 


 


Individual further
agrees and covenants that Individual has not and will not remove from the Company premises any item belonging to the Company and
its affiliates, including office equipment, files, business records or correspondence, customer lists, computer data and proprietary
or confidential information (“Information”) and that Individual has not and will not disclose or use any Information
and/or trade secrets of the Company and its affiliates. To the extent individual has Information in his possession, Individual
agrees to return to the Company prior to the Termination Date all confidential and proprietary information and all other Company
property, as well as all copies or excerpts of any property, files or documents obtained as a result of employment with the Company,
except those items that the Company specifically agrees in writing to permit Individual to retain. Individual agrees to keep all
such information confidential and not disclose or use the Information for any purpose, or divulge or disclose that Information
to any person other than employees of the Company, except as compelled by legal process or pursuant to paragraph 6 and 7 of this
Agreement. In addition, Individual reaffirms his obligations pursuant to the Intellectual Property and Confidentiality Agreement
signed by him.


 


10. Post-Employment Restrictions.


 


Individual acknowledges
that during his time of employment he was provided access to confidential information and Company’s clients, customers and
others with whom the Company has formed valuable business arrangements. Therefore, the Individual agrees that he will refrain from
using such confidential information to take any action that would interfere with, diminish or impair the valuable relationships
that the Company has with its clients, customers and others with which the Company has business relationships or to which services
are rendered. Because of the reasons stated above, the individual also agrees to refrain from using such confidential information
to recruit or otherwise solicit for employment or induce to terminate the Company’s employment of or consultancy with, any
person (natural or otherwise) who is or becomes an employee or consultant of the Company; or assist with others engaging in any
of the foregoing. Further, the Individual agrees that he will not:


 




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(a) For a period of two (2)
years following the date of this Agreement take any action that would interfere with, diminish or impair the valuable relationships
that the Company has with its clients, customers and others with which the Company has business relationships or to which services
are rendered;


 


(b) Recruit or otherwise solicit
for employment or induce to terminate the Company’s employment of or consultancy with, any person (natural or otherwise)
who is or becomes an employee or consultant of the Company, or hire any such employee or consultant who has left the employ of
the Company within one (1) year after the termination or expiration of such employee’s or consultant’s
employment with the Company, as the case may be; or


 


(c) Assist with others engaging
in any of the foregoing.


 


11. Subpoena.


 


Except as provided
in paragraphs 6, 7 and 8, Individual further agrees not to testify for, appear on behalf of, or otherwise assist in any way any
individual or company in any claim against Ocwen except, unless, and only pursuant to a lawful subpoena or other legal process
issued to Individual. If such a subpoena is issued, Individual will immediately notify Ocwen’s Legal Department and provide
it with a copy of the subpoena, unless the subpoena reflects that Ocwen has already received a copy. 


 


12. Action for Breach.


 


Violation of any
provision of this Agreement by Individual will subject Individual to an action for breach of this Agreement, and an action to obtain
reimbursement of all monies paid pursuant to Paragraph 2 of this Agreement.


 


13. Arbitration.


 


Any dispute arising
out of or related in any way to this Agreement shall be settled exclusively by final and binding arbitration before a neutral arbitrator
pursuant to the American Arbitration Association’s (“AAA”) Employment Arbitration Rules (“AAA’s Rules”),
a copy of which is available at www.adr.org. In addition, Individual reaffirms the Pre-Employment Dispute Resolution Agreement
and Employment Dispute Resolution Agreements signed by him. By way of example only, some of the types of claims subject to final
and binding arbitration include claims alleging breach of this Agreement; or any claims the Company may have against Employee.
This agreement to arbitrate extends to disputes with or claims against the Discharged Parties (as intended third party beneficiaries
of this Agreement), and survives beyond the Effective Date. AAA’s Rules will govern the allocation of costs and expenses
except as otherwise agreed and set forth below. If an employee initiates arbitration by submitting a written claim to the Company
Human Resource Manager (or other designated representative of the Company), unless Employee elects otherwise, the Company (or the
third party beneficiary, if applicable) will be responsible for the filing fee charged by AAA, as well as AAA’s daily administrative
fees, the cost of hearing location, and the compensation and travel expenses of the Arbitrator. The arbitration hearing shall take
place in St Croix, U.S. Virgin Islands.


 




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The Arbitrator shall
have authority to hear and rule on a motion to dismiss and/or a motion for summary judgment by any party. The arbitrator shall
also arbitrate the issue of arbitrability of any claim. The arbitrator shall decide all issues of arbitrability including, but
not limited to, any defenses to arbitration based on waiver by litigation conduct, or any other type of waiver, delay, or like
defense. The arbitrator shall also decide whether any and all conditions precedent to arbitrability have been fulfilled. All matters
of substantive and procedural arbitrability shall be decided exclusively by arbitration.


 


Special Note:
This agreement to arbitrate affects your legal rights. You may wish to seek legal advice if you have any question about the effect
of this agreement to arbitrate on your rights.


 


14. Agreement of the Parties And
Other Acknowledgements.


 


The parties agree
that this Agreement sets forth all the promises and agreements between them and supersedes all prior and contemporaneous agreements,
understandings, inducements or conditions, express or implied, oral or written, except as contained herein. Notwithstanding any
term contained herein, Individual acknowledges and reaffirms his obligations in the Employee Intellectual Property Agreement (attached
hereto) and understands that those obligations remain effective following his separation from the Company.


 


Both parties acknowledge
that they have had the opportunity to freely consult, if they so desire, with attorneys of their own choosing prior to signing
this document regarding the contents and consequences of this document. The parties understand that the payment and other matters
agreed to herein are not to be construed as an admission of or evidence of liability for any violation of the law, willful or otherwise,
by any person or entity.


 


Individual further
acknowledges that he fully understands the terms and contents of this Agreement and voluntarily, knowingly, and without coercion
enters into this Agreement.


 


The Parties acknowledge
that this Agreement is deemed to have been drafted jointly by the parties and, in the event of a dispute, shall not be construed
in favor of or against any party by reason of such party’s contribution to the drafting of the Agreement.


 


In the event any
provision of this Agreement is determined to be unenforceable by any trier of fact, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect. In the event any claim or dispute arising out of or relating to this Agreement
is determined to be non-arbitrable by an arbitrator or any court of law, the Parties hereby waive and give up the right to a trial
by jury, and agree that any such claim or dispute will be settled by a court of the United Sates Virgin Islands having jurisdiction
to do so and not by a jury. The Parties specifically agree that the Superior Court and the District Court of the United States
Virgin Islands have sole and exclusive jurisdiction over any such claim or dispute determined to be non-arbitrable.


 




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15. Choice of Law, Jurisdiction and Venue and Jury Waiver.


 


It is the intention
of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the
parties hereunder shall be determined in accordance with the laws of the U.S. Virgin Islands, without regard to conflict of law
principles. Any non-arbitrable dispute with respect to this Agreement or Individual’s employment with the Company which requires
intervention by a court of law shall be decided in the district or federal courts located in St. Croix, Virgin Islands. The parties
further expressly waive any and all objections they may have to venue in any such courts. The parties knowingly and voluntarily
waive any right which either or both of them shall have to receive a trial by jury with respect to any claims, controversies or
disputes which arise out of or relate to this Agreement or Individual’s employment with the Company.


 


16. No Admission of Liability.


 


Nothing in this
Release Agreement shall be construed to be an admission of liability by the Company and its respective parent company, subsidiaries,
affiliates, predecessors, successors and assigns, and their officers, directors, shareholders, principals, employees, insurers,
and agents for any alleged violation of any of Individual’s statutory rights or any common law duty imposed upon the Company.


 


17. Successors and Assigns.


 


Except as otherwise
provided in specific provisions above, this Release Agreement shall be binding upon and inure to the benefit of Individual, Individual’s
spouse, Individual’s heirs, executors, administrators, designated beneficiaries and upon anyone claiming under Individual
or Individual’s spouse, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.
Individual warrants and represents that, except as provided herein, no right, claim, cause of action or demand, or any part thereof,
which Individual may have arising out of or in any way related to Individual’s employment with the Company, has been or will
be assigned, granted or transferred in any way to any other person, entity, firm or corporation, in any manner, including by subrogation
or by operation of marital property rights.


 


18. Exemption from § 409A of
the Internal Revenue Code of 1986, as amended (the “Code”).


 


All payments due
under this Release Agreement will be paid no later than March 15, 2019. It is the intent of the Parties that all such payments
are to be considered to be short-term deferrals to which Code Section 409A is not applicable by reason of Treasury Regulation Section
1.409A-1(b)(4).


 




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IN WITNESS WHEREOF, the parties hereby
voluntarily and knowingly enter into this unconditional Agreement and Full Release.


 


	 	 	/s/
    Michael R. Bourque, Jr.
	 	 	Michael
    R. Bourque, Jr.
	 	 	 
	 	OCWEN
    FINANCIAL CORPORATION
	 	 	 
	 	By:	/s/
    Timothy M. Hayes
	 	Title:	EVP and General Counsel
	 	 	 
	 	OCWEN
    MORTGAGE SERVICES, INC.
	 	 	 
	 	By:	/s/
    Timothy M. Hayes
	 	Title:	EVP and General Counsel


 




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Attachment
A


 


Supplemental
General Release and Acknowledgement 


 


I, Michael R. Bourque,
Jr., hereby generally release Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc., including without limitation their
parents, subsidiaries and affiliates (hereafter “Ocwen” or the “Company”), from all claims arising since
the date I signed the Separation Agreement and Full Release (“the Agreement”) pursuant to the same terms and conditions
in the Agreement , all of which are incorporated herein by reference (including the 21 day review and 7 day revocation period),
in exchange for an additional payment of $500.00, less applicable taxes and withholding. This payment will be tendered within 10
days after my return of this Supplemental General Release and Acknowledgment (“SGRA”) so long as I do not revoke this
SGRA within 7 days of signing. I understand that I may not sign this SGRA prior to the Termination Date. I also hereby acknowledge
that Ocwen Mortgage Servicing, Inc., including any and all parents, affiliates, subsidiaries and other related entities, has paid
in full all compensation and benefits for all hours worked through and including the Termination Date as a result of services performed
for the Company.


 


Signed this ___
day of ________________, 2018


 


	 	 
	 	Michael R. Bourque, Jr.


 




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Attachment
B


 


Seven Day Right to Revocation


 


Acknowledgment Form


 


I, Michael R. Bourque,
Jr., hereby acknowledge that Ocwen Financial Corporation tendered a Separation Agreement offer which I voluntarily agreed to accept
on___________, 2018 a date at least seven days prior to today’s date.


 


I certify that seven
calendar days have elapsed since my voluntary acceptance of this above-referenced offer (i.e. seven days have elapsed since the
above date), and that I have voluntarily chosen not to revoke my acceptance of the above-referenced Separation Agreement.


 


Signed this ___
day of ________________, 2018


 


	 	 
	 	Michael R. Bourque, Jr.


 




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