ex10-1.htm


    Exhibit
      10.1

    
 

    RESOLUTIONS

    OF
      THE

    COMPENSATION
      COMMITTEE

    OF
      PHH CORPORATION

    


    June
      7, 2007

    


     

    WHEREAS,
      PHH Corporation (the
“Corporation”) sponsors and maintains the PHH Corporation 2005 Equity and
      Incentive Plan (the “Plan”), which is administered by the Compensation Committee
      of the Corporation’s Board of Directors (the “Committee”);

    


    WHEREAS,
      Section 6(c) of the Plan
      authorizes the Committee to grant cash incentive awards under an annual
      incentive program to the extent that performance targets and other terms and
      conditions established by the Committee are satisfied; and

    


    WHEREAS,
      the Committee has determined
      that it is in the best interests of the Corporation to establish and maintain
      the PHH Mortgage 2007 Management Incentive Plan and the PHH Arval Management
      Incentive Plan (both effective January 1, 2007) with respect to the 2007 fiscal
      years of PHH Mortgage and PHH Arval (each a “2007 Incentive Plan” and
      collectively the “2007 Incentive Plans”) under which cash incentive awards will
      be granted to certain named executive officers and other members of management
      (each an “Executive”) in an amount equal to the product of an Executive’s base
      salary for 2007 and the Executive’s target annual bonus percentage, to the
      extent that performance targets and other conditions established by the
      Committee are determined to have been satisfied.

    


    NOW,
      THEREFORE, BE IT:

    


    RESOLVED,
      that the Committee hereby authorizes and approves the adoption of the 2007
      Incentive Plans with respect to the 2007 fiscal year of PHH Mortgage and PHH
      Arval, substantially in the forms set forth in Exhibit A and Exhibit
      B, respectively, subject to further changes and modifications as may be
      deemed appropriate upon the advice of counsel, under which cash incentive awards
      will be granted to Executives of PHH Mortgage and PHH Arval, to the extent
      that performance targets and other conditions established by the Committee
      are
      determined to have been satisfied;

    


    RESOLVED,
      that the Committee hereby approves the following performance targets for the
      2007 Incentive Plans:

    



    ______________

    [***]
      INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
      ACT
      OF 1934, AS AMENDED.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PHH
      Mortgage 2007 Incentive Performance Targets:

    


    
      	
              PTIAMI
                Target

              (Before
                Accrual for MIP)

            	
              Individual
                Performance Maximum Performance
                Payout  Level

            	
              Company
                Performance Maximum Payout Level

            	
              Combined
                Maximum Payout level

            	
              Enhancements

            
	
              $[***] million

            	
              100%

            	
              100%

            	
              100%

            	 
	
              $[***]
                million

            	
              100%

            	
              120%

            	
              110%

            	
              Interpolation
                Payout

            
	
              $[***]
                million

            	
              100%

            	
              150%

            	
              125%

            	 


    

    


    PHH
      Arval 2007 Incentive Performance Targets:

    


    
      	
              PTIAMI

            	
              %
                Achieved

            	
              Pay
                Plan

            
	
              $[***]
                million

            	
              100%

            	
              100%

            
	
              $[***]
                million

            	
              110%

            	
              110%

            
	
              $[***]
                million

            	
              125%

            	
              125%

            


    

    


    RESOLVED,
      that the Committee hereby authorizes and approves cash incentive awards to
      the
      Executives, and in the target amounts, as set forth on Exhibit C with
      respect to the PHH Mortgage 2007 Incentive Plan and the PHH Arval 2007 Incentive
      Plan, to the extent that performance targets and other conditions established
      by
      the Committee are determined to have been satisfied.

     

    RESOLVED,
      that the appropriate officers and employees of the Corporation are hereby
      authorized, empowered, and directed, in the name and on behalf of the
      Corporation, to execute, acknowledge, and deliver any and all documents,
      instruments, and papers, to give all notices that may be required or
      appropriate, and to take or cause to be taken such actions as may be determined
      to be necessary, appropriate or advisable to carry out the intent or purposes
      of
      all of the foregoing resolutions, such determination to be evidenced
      conclusively by the execution and delivery of such documents or the taking
      of
      such actions.

     

    
      ______________

      [***]
        INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
        HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
        AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
        ACT
        OF 1934, AS AMENDED.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    

    PHH
      MORTGAGE

    2007
      MANAGEMENT INCENTIVE PLAN DOCUMENT

    


    Plan
      Performance Term

     

    PHH
      Mortgage operates the Management Incentive Plan (MIP) on a calendar year basis,
      beginning

     

    January
      1
      and ending December 31.  Plan targets are based on this performance
      term.

    


    Plan
      Targets

    Eligible
      participants will have a total MIP target expressed as a percent of base salary
      (varying by level).

    Target
      payouts will be dependent upon successful achievement of company performance
      defined as Pre-Tax Income After Minority Interest (PTIAMI) performance for
      the
      plan term.

     

    Once
      company performance is achieved, payout will be based on two factors; a
      weighting of (Factor 1) 50%PHH Mortgage Financial
      Performance and (Factor 2) 50% onIndividual
      Performance for the plan term.

     

    The
      PHH
      Mortgage Financial Performance has a maximum factor payout of 150% and the
      Individual Performance has a maximum factor payout of 100%.  The
      maximum performance in both areas (150% Financial Performance
and 100% Individual) offer the opportunity for a total maximum
      MIP payout of 125% ([(150% *50%) + (100% * 50%)] =
      125%.)  Participants may receive payout from none, one, or both of the
      factors.

    


    The
      PHH Mortgage Financial Performance Targets and associated maximum payout levels
      are as follows:

     

    
      	
              PTIAMI
                Target

              (Before
                Accrual for MIP)

            	
              Individual
                Performance Maximum Performance
                Payout  Level

            	
              Company
                Performance Maximum Payout Level

            	
              Combined
                Maximum Payout level

            	
              Enhancements

            
	
              $[***] million

            	
              100%

            	
              100%

            	
              100%

            	 
	
              $[***]
                million

            	
              100%

            	
              120%

            	
              110%

            	
              Interpolation
                Payout

            
	
              $[***]
                million

            	
              100%

            	
              150%

            	
              125%

            	 


    

    


     

    The
      Plan will payout at 100% of target when company financial performance reaches
      PTIAMI (before MIP accrual) of $[***] million.

     

    The
      Plan will payout at 110% of target when company financial performance reaches
      PTIAMI (before MIP accrual) of $[***] million.

     

    There
      is
      no interpolated payout between the 100% and 110% payout levels.

     

    For
      PTIAMI (before MIP accrual) between $[***] million and $[***] million the
      combined payout level will be interpolated between 110% and 124.9% achievement
      of established PTIAMI target levels.

     

    There
      is
      no payout to exceed 125% of the combined MIP targets.

    
       

      ______________

      [***]
        INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
        HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
        AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
        ACT
        OF 1934, AS AMENDED.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Partial
      MIP Achievement Below Plan Targets

    The
      funding of the Company MIP program is based on PTIAMI above $[***] million
      before the MIP accrual.  The MIP accrual will be calculated, up to the
      Combined Maximum Payout Level of 125%, as follows: (PTIAMI before MIP accrual)
–
($[***] million).  For example, if the “PTIAMI before MIP accrual” is
      $[***] million, $[***] million in Partial MIP payouts will be accrued (i.e.,
      $[***] million - $[***] million = $[***] million in MIP
      payouts).  Should the Company achieve PTIAMI (before MIP accrual) of
      between $[***] and $[***] Million, a team player may receive a Partial MIP
      payout based on management’s discretion provided that no individual shall
      receive more than the 100% maximum Payout.  See Appendix I for
      additional information regarding the 2007 MIP accrual.

    


    Factor
      1: PHH Mortgage Financial Performance

    Plan
      Performance Target: – PHH Mortgage Pre-Tax Income After
      Minority Interest (PTIAMI)

     

    Factor
      2: Individual Performance

    Plan
      Performance Target – Management
      by Objectives Personal Rating

    Senior
      Leadership Team members will make an assessment of Individual Performance based
      on performance relative to individual department goals and objectives for the
      plan term.  Plan Performance on Individual Performance levels may not
      exceed 100% of the established Individual Performance level

     

    Individual
      MIP Calculation Examples

     

    Your
      individual MIP payout is based on the following:

     

    
      	
              1)  

            	
              Did
                the company achieve 100% of the PHH Mortgage Financial Performance
                target:

            


    

     

    
      	
              a.  

            	
              If
                no, then NO MIP payout will occur.

            


    

     

    
      	
              b.  

            	
              If
                yes, then the MIP opportunity will be split between the individual
                performance (up to 50% of target bonus) and company performance (up
                to 75%
                of target bonus) for a maximum bonus opportunity of 125% of
                target.

            


    

     

    ______________

    [***]
      INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
      AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
      ACT
      OF 1934, AS AMENDED.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PHHMORTGAGE

     

    2007
      MANAGEMENT INCENTIVE PLAN DOCUMENT

     

    Example
      1:

     

    Assumptions:

     

    
      	
              Ø  

            	
              PHH
                Mortgage achieves PTIAMI performance of $[***] million
                (106.3%)

            


    

     

    
      	
              Ø  

            	
              Manager
                Level Team Player with Base Salary of
                $70,000

            


    

     

    
      	
              Ø  

            	
              Team
                Player receives an Assigned Individual Performance Rating of
                100%

            


    

     

    
      	
              Ø  

            	
              No
                proration circumstances apply

            


    

     

    
      	
              Ø  

            	
              In
                this scenario,

            


    

     

    
      	
              (a)  

            	
              PHH
                Mortgage Financial Performance is 100% of
                target

            


    

     

    
      	
              (b)  

            	
              Base
                Salary = $70,000

            


    

     

    
      	
              (c)  

            	
              MIP
                Target Percentage = 20%

            


    

     

    
      	
              (d)  

            	
              PHH
                Mortgage Financial Performance =
                100%

            


    

     

    
      	
              (e)  

            	
              PHH
                Mortgage Financial Performance Weighting =
                50%

            


    

     

    
      	
              (f)  

            	
              Assigned
                Individual Performance Rating= 100%

            


    

     

    
      	
              (g)  

            	
              Individual
                Performance Rating Weighting = 50%

            


    

     

    
      	
              (h)  

            	
              Proration
                Factor = 100%

            


    

     

    Calculation:

     

    MIP
      Payout           = (a) x
      {[(b) x (c) x (d) x (e)] + [(b) x (c) x (f) x (g)]} x (h)

     

    =
      1.00 x {[$70,000 x 0.20 x 1.00 x
      0.50] + [$70,000 x 0.20 x 1.00 x 0.50]} x 1.00

     

    =
      1.00 x {$7,000 + $7,000} x
      1.00

     

    =
      $14,000

     

    Example
      2:

     

    Same
      assumptions as above, except:

     

    
      	
              Ø  

            	
              PHH
                Mortgage Financial Performance is 97.3% of
                target

            


    

     

    
      	
              Ø  

            	
              Assigned
                Individual Performance Rating is
                100.0%

            


    

     

    Calculation:

     

    MIP
      Payout           = (a) x
      {[(b) x (c) x (d) x (e)] + [(b) x (c) x (f) x (g)]} x (h)

     

    =
      0.00 x {[$70,000 x 0.20 x 0.00 x
      0.50] + [$70,000 x 0.20 x 1.00 x 0.50]} x 1.00

     

    =
      0.00 x {$0 + $7,000} x
      1.00

     

    =
      $0 

     

    
      ______________

      [***]
        INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
        HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES
        AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE
        ACT
        OF 1934, AS AMENDED.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PHH
      MORTGAGE

    2007
      MANAGEMENT INCENTIVE PLAN DOCUMENT

    


    Example
      3:

     

    Same
      assumptions as Example 1 above, except:

     

    
      	
              Ø  

            	
              PHH
                Mortgage Financial Performance is 110.0% of
                target

            


    

     

    
      	
              Ø  

            	
              Assigned
                Individual Performance Rating is
                75.0%

            


    

     

    Calculation:

     

    MIP
      Payout           = (a) x
      {[(b) x (c) x (d) x (e)] + [(b) x (c) x (f) x (g)]} x (h)

     

    =
      1.00 x {[$70,000 x 0.20 x 1.20 x
      0.50] + [$70,000 x 0.20 x 0.75 x 0.50]} x 1.00

     

    =
      1.00 x {$8,400 + $5,250} x
      1.00

     

    =
      $13,650

     

    Example
      4:

     

    Same
      assumptions as Example 1 above, except:

     

    
      	
              Ø  

            	
              PHH
                Mortgage Financial Performance is 125.0% of
                target

            


    

     

    
      	
              Ø  

            	
              Assigned
                Individual Performance Rating is
                100.0%

            


    

     

    Calculation:

     

    MIP
      Payout           = (a) x
      {[(b) x (c) x (d) x (e)] + [(b) x (c) x (f) x (g)]} x (h)

     

    =
      1.00 x {[$70,000 x 0.20 x 1.50 x
      0.50] + [$70,000 x 0.20 x 1.00 x 0.50]} x 1.00

     

    =
      1.00 x {$10,500 + $7,000} x
      1.00

     

    =
      $17,500

     

    Note:  Impact
      of personal contribution and performance can clearly be seen from the examples
      above.

     

    Example
      1 shows a par target payout.

     

    Example
      2 shows the impact of having a slightly below PHH Mortgage
      performance with an exceptional Individual Performance. Company did not
      achieve  at least 100% of the PHH Mortgage Financial target, so no MIP
      payout.

     

    Example
      3 shows the impact of having an above target PHH Mortgage performance
      and a below target Individual Performance rating.

     

    Example
      4 shows both exceptional PHH Mortgage performance and exceptional
      Individual Performance, resulting in maximum MIP payout
      potential.

     

    Example
      4 displays PHH Mortgage and individual performance at the maximum performance
      in
      both areas (150% Financial & 100% Individual), therefore achieving a total
      MIP payout of 125% or [(150% *50%) + (100% * 50%)] = 125%


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PHH
      MORTGAGE

    2007
      MANAGEMENT INCENTIVE PLAN DOCUMENT

     

    Eligibility

    If
      at any
      time during the plan term a Team Player is on a formal performance improvement
      program and/or a formal disciplinary action occurs, the Individual Performance
      component will be subject to a prorated percent up to and including 100% of
      the
      entire Individual Performance factor and will impact the MIP
      payout.

    


    A
      Team
      Player must maintain a Full-Time schedule (30 hours per week or more) to be
      eligible for MIP.

    


    In
      certain scenarios, it may be necessary to adjust an individual’s MIP payment
      outside of the parameters addressed within the plan.  PHH Mortgage
      Corporation reserves the right to make these modifications as
      necessary.

    


    New
      or Newly Promoted Team Players

    Newly
      hired or promoted team players will receive a MIP payout that is prorated to
      the
      month of hire or promotion.  If a promotion increases a team player’s
      MIP percentage (expressed as percentage of base salary), the MIP payout will
      be
      determined by a weighted calculation, based on the time period applicable to
      each respective MIP percentage and base salary earnings.

    


    Team
      players hired or promoted into MIP eligible positions after September 30, 2007
      are not eligible to participate in the 2007 MIP.

    


    Termination
      of Employment

    Team
      players must be employed by PHH Mortgage Corporation at the time of payment
      (usually February of the following year) in order to be eligible for a MIP
      payout.

    


    Leave
      of Absence

    MIP
      payouts will be prorated for any leaves of absence. The proration will be based
      on the total period of time of the leave of absence.

    


    Death

    In
      the
      event of the death of a team player, the estate of the deceased team player
      will
      receive a payout based on his/her 2007 base salary earnings, prorated according
      to time participating in the plan term.

    


    Payout
      Approval

    The
      MIP
      payout will be audited, approved, and administered by the Senior Vice President
      of Finance and the Senior Vice President of Human Resources. PHH reserves the
      right to terminate, amend, modify and/or restate this Program (in whole or
      in
      part) at any time and without advance notice.

     

    


    Changes
      to the Plan

    Occasionally,
      changes in business conditions will necessitate a modification to existing
      incentive plans.  PHH Mortgage Corporation management reserves the
      right to modify the MIP as needed.  Any changes to the Plan will be
      approved by the Senior Vice President of Finance and Senior Vice President
      of
      Human Resources, and will be communicated in writing to all participants and
      their managers.

     

    


    Compliance
      on Code of Ethics Sign-Off

    Payment
      of MIP is contingent upon recipient’s signing of the annual acknowledgement of
      review of the Business Ethics and Conduct policy.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


    

    Exhibit
      B

     

    2007
      Incentive Plan Guidelines

    


    Effective
      January 1, 2007 through December 31, 2007

    


    
      PHH
        Arval’s 2007 Growth Strategies:

      
        	
                ·  

              	
                Accelerate
                  PHH Onboard

              


      

       

      
        	
                ·  

              	
                Maximize
                  predictive modeling for PHH Collision
                  Prevention

              


      

       

      
        	
                ·  

              	
                Sell
                  new truck products

              


      

       

      
        	
                ·  

              	
                Expand
                  PHH Service Card platform

              


      

       

      
        	
                ·  

              	
                Enhance
                  North American synchronization

              


      

       

      
        	
                ·  

              	
                Invest
                  in best-in-class data quality

              


      

       

      
        	
                ·  

              	
                Implement
                  Rally to Results (R2R)
                  enterprise-wide

              


      

       

      
        	
                ·  

              	
                Leverage
                  future communications channels

              


      

       

      
        	
                ·  

              	
                Elevate
                  focus on PHH talent

              


      

       

      Details
        are available on the intranet under “Kilroy Compass.”

       

    

    The
      information contained in this document is proprietary.  Sharing this
      information with anyone who is not an employee of PHH Arval violates the PHH
      Code of Ethics.

    


    This
      document provides general guidelines for all incentive plan participants except
      those who participate in the Share the Results Plan.  For details
      regarding the Share the Results Plan, please reference the 2007 Share the
      Results Plan Guidelines.

    


    Introduction

     

    PHH
      Vehicle Management Services, LLC, doing business as PHH
      Arval,  (hereafter “PHH”) provides various incentive plans that
      enhance company unity as they gives participants the opportunity to earn
      incentive compensation contingent on:

     

    
      	
              ·  

            	
              Achievement
                of the 2007 strategic plan, growth strategy and financial
                objectives.

            


    

     

    
      	
              ·  

            	
              Successful
                achievement of key initiatives as identified by senior
                leadership.

            


    

    


    Plan
      Participation

     

    Participation
      is limited to employees whose positions and responsibilities significantly
      impact financial performance and the achievement of strategic business
      initiatives.  Contracted, temporary and casual employees are
not eligible.  Eligible participants are
      identified at the beginning of each year, or at the time of promotion, transfer,
      or new hire to an eligible position.  Participants who are hired
      during the year are eligible for a prorated award, provided their start date
      is
      prior to October 1.  Individuals hired between October 1 and December
      31 are not eligible to participate.  Individuals rehired at any
      time during the year with at least three months of prior service during that
      year will be eligible for a prorated payout.   Participants who
      experience a role change during the year may be eligible to receive a prorated
      award.  Participation in any given year does not ensure participation
      in subsequent years.  An equity review of participation occurs each
      year.

    


    Payout
      Targets

     

    The
      payout target is expressed as a percentage of annual earnings.  A
      participant's payout target is determined based on three
      criteria:  total compensation as determined by the competitive
      marketplace, the appropriate mix of base pay and the “at risk” component of
      incentive pay, and internal equity. The payout target is 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    fixed
      at
      the level of company, financial and other performance that constitutes 100%
      achievement; the actual payout percentage, and the percentage of earnings it
      represents, will be dependent on the actual results achieved.

    


    Plan
      Design

     

    Plan
      elements and their weighting are reviewed each year.  Elements of the
      Plan may include PHH financial performance, other total company performance
      measures, team results and individual results.

    


    Annual
      Plan Insert

     

    The
      Annual Plan Insert is a separate document that will be provided to each Plan
      participant.  The insert provides personalized details
      that  include:  payout target, plan elements and payout
      timing on the various plan elements.

    


    Financial
      Schedules

     

    A
      financial schedule is developed for each financial element of the
      Plan.  The schedule sets forth the percent of goal that must be
      achieved for the corresponding payout percentage.  The financial
      schedule may be included on the Annual Plan Insert or provided as a separate
      document.

    


    Payouts

     

    To
      receive payouts, participants must be actively employed by PHH through the
      end
      of each payout period, as defined on each Annual Plan
      Insert.

    


    Termination
      of employment prior to the last day of each payout period for any reason other
      than death, disability, or retirement will lead to forfeiture of payment and/or
      repayment of any incentives paid, but not earned.  In the event of
      termination of employment for death, long-term disability, a leave of absence
      that results in an administrative separation due to the length of the leave
      or
      business need, or retirement, prorated payments may be made, with the review
      of
      case-by-case circumstances and the specific approval of the SVP Human
      Resources.  Participants with documented performance issues or on a
      Performance Improvement Plan at any time during the year may jeopardize their
      eligibility to receive a payout.

    


    Payouts
      to participants with unresolved PHH debt will be held until the debt is paid
      or,
      at PHH’s discretion, until an agreed-upon payment plan has been established. PHH
      has the right to deduct any unresolved debt from incentive plan
      payouts.

    


    Other
      Provisions

     

    As
      a
      condition of Plan participation and eligibility for any payout, the participant
      agrees to comply with the rules, regulations, policies and standards of business
      conduct of PHH, as well as the directions, assignments and instructions provided
      by PHH’s leadership. PHH has the authority at its discretion to withhold
      payment 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    in
      the
      case of violations of rules, regulations, policies and standards of the business
      including misconduct.

    


    This
      Plan
      is subject to approval by the President and Chief Executive Officer, the Senior
      Vice President, Finance, the Senior Vice President, Human Resources and the
      Compensation Committee of the PHH Corporation Board of Directors. The Plan
      is
      administered by the Director, Compensation.

    


    These
      leaders have the sole authority to interpret and execute the provisions of
      the
      Plan and make exceptions as warranted by special business
      circumstances.  All decisions, actions or interpretations are final,
      conclusive and binding to all parties.

    


    PHH
      reserves the right to terminate, amend, modify and/or restate this Plan (in
      whole or in part) at any time and without advance notice.

    


    This
      Plan, or any action taken in connection with it, does not give the participant
      the right to be retained as an employee with PHH.  No person eligible
      to receive payouts shall have any rights to pledge, assign, or otherwise dispose
      of any unpaid or anticipated Plan payments.

    


    This
      Plan
      document is the exclusive property of PHH and must be surrendered to PHH in
      the
      event of termination of employment.

    


    
      	
               

            
	
              George
                J. Kilroy

            
	
              President
                & CEO

            
	 
	 
	
               

            
	
              Rita
                L. Ennis

            
	
              Sr.
                Vice President Human Resources

            
	 
	 
	
               

            
	
              William
                R. Keenan

            
	
              Sr.
                Vice President Finance

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      C

    


    Named
      Executive Officers under the 2007 Incentive Plans

    


    


    
      	
              Executive

            	
              Position

            	
              Plan

            	
              Target
                Payout

              (%
                of Base Salary)

            	
              Target

              Payout
                Amount

            
	 	 	 	 	 
	
              George
                J. Kilroy

            	
              President
                and Chief Executive Officer – PHH Arval

            	
              PHH
                Arval 2007 

              Incentive
                Plan

            	
              100%

            	
              $450,000

            
	 	 	 	 	 
	
              Mark
                R. Danahy

            	
              Senior
                Vice President and Chief Financial Officer – PHH Mortgage

            	
              PHH
                Mortgage 2007 

              Incentive
                Plan

            	
              75%

            	
              $264,000