ex10-2.htm


     

    Exhibit
      10.2


    Form
      of PHH Corporation Retention Agreement for Certain Executive Officers as
      approved by the PHH Corporation Compensation Committee on June 7,
      2007.

    


    _______,
      2007

    


    


    _______

    (Personally
      Presented)

    


    Dear
      ______:

    


    This
      document outlines the
      administrative guidelines associated with a retention bonus that PHH is
      providing to you (the “Special Retention Bonus”).  In this document,
“PHH” means PHH Corporation, its current and future owners, and
      subsidiaries.  The Special Retention Bonus is contingent upon your
      continued compliance with the terms and conditions set forth
      herein.  Additionally, in order to be eligible to receive the Special
      Retention Bonus, you must agree to the terms and conditions in this letter
      agreement by signing it and returning it to Heather Dalton no later than _____,
      2007.

    


    1.           Special
      Retention Bonus.  The Special Retention Bonus Agreement (“letter
      agreement”) consists of one payment (the “Payment”) of your annual target bonus
      for 2007, in an amount equal to $_______, which amount shall
      be pro-rated through the Effective Time of the Merger (the
      date on which the merger closes and becomes effective, as more fully defined
      in
      the Agreement and Plan of Merger dated as of March 15, 2007 by and among PHH
      Corporation, General Electric Capital Corporation and Jade Merger Sub, Inc.
      (the
“Merger Agreement”)).  Subject to your compliance with the terms of
      this letter agreement, PHH agrees to pay you the Special Retention Bonus as
      soon
      as practicable following the earlier of the Effective Time of the Merger and
      December 31, 2007, (the earlier of such two dates referred to as the “Retention
      Date”) provided that you (i) are employed by PHH on the Retention Date or
      (ii) incur a Qualifying Separation from Service with PHH before the Retention
      Date and execute the General Release substantially in the form attached hereto
      as Exhibit A and do not revoke such General Release as set forth
      therein.

    


    Your
      eligibility for the Special Retention Bonus is determined based on your
      satisfactory job performance and your compliance with the terms of this letter
      agreement.

    


    2.           Definitions.  For
      purposes of this letter agreement, the following terms have the following
      definitions:

    


    (a)           “Qualifying
      Separation from Service” has the meaning provided within Section 409A of the
      Internal Revenue Code of 1986 (the “Code”), which includes a termination of
      employment as a result of any (i) involuntary termination of employment other
      than for Cause, or (ii) voluntary termination of employment by you as a result
      of any (I) change in the required location of your employment as of the date
      of
      this letter agreement in excess of 20 miles, (II) material diminution in your
      duties or responsibilities as of the date of this letter agreement, provided
      that the mere occurrence of the Merger, the Mortgage Business Sale (as defined
      in the Merger Agreement) and other transactions contemplated by the Merger
      Agreement or the Mortgage Business Sale Agreement (including the failure of
      you
      to (x) retain responsibilities and duties in respect of either the Mortgage
      Business or the Fleet Business (as defined in the Merger Agreement) or (y)
      hold
      a position in a public company) shall not constitute diminution in duties or
      responsibilities, or (III) reduction of your base salary or material reduction
      in compensation opportunity as of the date of this letter
      agreement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (b)           “Cause”
      means (i) a material failure to substantially perform your duties as an employee
      of PHH (other than failure resulting from incapacity due to physical or mental
      illness); (ii) any act of fraud, misappropriation, dishonesty, embezzlement
      or
      similar conduct against, or relating to the assets of, PHH; (iii) your
      conviction (or plea of nolo contendere) of a felony or any crime involving
      moral
      turpitude; (iv) repeated instances of negligence in the performance of your
      job
      or any instance of gross negligence in the performance of your duties as an
      employee of PHH or (v) any breach by you of any fiduciary obligation owed to
      PHH
      or any material element of PHH’s Code of Ethics, Code of Conduct or other
      applicable workplace policies.

    


    (c)           “Required
      Performance Standard” means performing your job duties for PHH to the best of
      your ability and in accordance with reasonable instructions and directions
      from
      your supervisor, and the reasonable workplace policies and procedures
      established by PHH, as applicable, from time to time.

    


    3.           Obligations.  You
      agree to maintain your performance at or above the Required Performance Standard
      during the term of this letter agreement.  You agree to all the
      Covenants and Other Terms specified.

    


    4.           Covenants.  You
      recognize and acknowledge that all information pertaining to the affairs,
      business, results of operations, accounting methods, practices and procedures,
      members, acquisition candidates, financial condition, clients, customers or
      other relationships of PHH, including without limitation the terms and
      conditions of this letter agreement (“Confidential Information”) is confidential
      and is a unique and valuable asset of PHH.  You will not, at any time,
      including following your separation from service with PHH, give to any person,
      firm, associate, corporation, or governmental agency any Confidential
      Information, except as may be required by law.  You will not make use
      of the Confidential Information for your own purposes or for the benefit of
      any
      person or organization other than PHH.  You will also use your best
      efforts to prevent the disclosure of Confidential Information by
      others.  You agree to continue to comply with the PHH Code of Ethics
      and all applicable workplace policies.  All records, memoranda, etc.
      relating to the business of PHH are confidential and will remain the property
      of
      PHH.  You shall return all PHH property to PHH within three days of
      the effective date of your separation from service.  If you
      violate the terms of this Section 4, PHH will be entitled, upon making the
      requisite showing, to, among other things, preliminary and/or permanent
      injunctive relief in any court of competent jurisdiction to restrain the breach
      of or otherwise to specifically enforce any of the covenants contained in this
      Section 4 without the necessity of showing any actual damage or that monetary
      damages would not provide an adequate remedy.  Such right to an
      injunction will be in addition to, and not in limitation of, any other rights
      or
      remedies PHH may have under this letter agreement.

    


    Providing
      a retention incentive such as this is a very unusual action by
      PHH.  As such, concurrent with providing the program, we require that
      you affirm certain understandings that have been in place between us to this
      time, and upon which PHH will continue to rely.  They are described
      below.  The Special Retention Bonus described in this letter agreement
      is subject to and contingent upon your compliance with the
      covenants.  If it is determined by PHH that you have violated such
      covenants, in addition to any other remedies that PHH may have, your rights
      under this letter agreement to the Special Retention Bonus will be immediately
      and automatically forfeited, and PHH will have the right to receive from you
      reimbursement for the cost of any portion of the Special Retention Bonus that
      you have received.

     

     

    
      
        
        

      

      
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    PHH
      considers the fact of the letter agreement’s existence, your participation, and
      its details to be confidential and proprietary business information, subject
      to
      restriction under the PHH Code of Ethics.  You hereby agree that
      details of the Special Retention Bonus Agreement and the fact of your
      participation in it, will be kept confidential by you and will not be disclosed
      by you to any other third party (except to your spouse or as may be required
      in
      the furtherance of your relevant job duties as an employee of PHH with
      responsibility for accounting, tax, financial reporting and/or legal matters)
      without the express consent of PHH.

    


    5.           Other
      Terms.

    


    (a)  Withholding.  PHH
      retains the right to withhold from any amounts due under this letter agreement,
      any income, employment, payroll, excise and other taxes as PHH may, in its
      sole
      discretion, deem necessary.

    


    (b)  No
      Contract of Employment.  Nothing in this letter agreement should
      be construed by you to be a contract of employment and in no way obligates
      you
      to remain employed with PHH (and does not obligate such entities to continue
      to
      employ you).

    


    (c)  Notice
      and Opportunity to Cure.  Notwithstanding anything in Section 1 to
      the contrary, (i) no Payment shall be made in connection with any voluntary
      termination of employment described in clause (ii) of Section 2(a) unless you
      provide PHH with written notice of the existence of the condition described
      in
      clause (ii) no later than 90 days after the initial existence of such condition
      is known to you and PHH fails to remedy such condition within 30 days of the
      date of such written notice; and (ii) no termination shall be deemed to be
      for
      Cause as described in clauses (i), (iv) or (v) of Section 2(b) unless PHH
      provides you with written notice of the existence of the conditions that
      constitute Cause no later than 90 days after the initial existence of such
      condition is known to PHH and you fail to remedy such condition within 30 days
      of the date of such written notice.

    


    (d)
      Arbitration.  Any dispute, controversy or claim arising under
      or in connection with this letter agreement shall be settled exclusively by
      arbitration, conducted before a panel of three arbitrators sitting in a location
      selected by you within fifty (50) miles from the location of your employment
      as
      of the date hereof, in accordance with the JAMS Employment Arbitration Rules
      and
      Procedures then in effect.  Judgment may be entered on the
      arbitrator’s award in any court having jurisdiction.  Any dispute,
      controversy or claim in connection with this letter agreement shall be reviewed
      based on the de novo standard of review with respect to any determinations
      made
      by PHH.  In the event that you substantially prevail in any such
      dispute, controversy or claim, all costs and reasonable attorneys’ fees paid or
      incurred by you in connection with such dispute, controversy or claim shall
      be
      paid or reimbursed by PHH.

     

     

    
      
        
        

      

      
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    (e)
      Amendment and Termination.  This letter agreement may not be
      amended or terminated without written consent by both you and PHH.

    


    (f)  Facility
      of Payment.  If you are under legal disability or, in PHH’s
      reasonable opinion, are in any way incapacitated so as to be unable to manage
      your affairs, PHH may cause payments or benefits that would otherwise be
      provided to such person to be provided to your legal representative for his
      or
      her benefit or to be applied for the benefit of such person in any other manner
      that PHH may determine.  Such provision shall completely discharge the
      liability of PHH for payments and benefits hereunder.

    


    (g)  Notices.  Notices
      and all other communications provided for herein shall be in writing and shall
      be deemed to have been duly given when personally delivered or when mailed
      by
      United States certified mail, return receipt requested, or by overnight courier,
      postage prepaid, as follows:

     

    
      	
              a.  

            	
              if
                to the Company,

            


    

    


    
      	
               

            	
              PHH
                CORPORATION

            


    

    3000
      Leadenhall Road

    Mt.
      Laurel, New
      Jersey  08054

                                       
          Attn:  General
      Counsel

    


    
      	
              b.  

            	
              if
                to you, at the home address which you most recently communicated
                to PHH in
                writing.

            


    

     

    Either
      party may provide the other with notice of a change of address, which shall
      be
      effective upon receipt.

     

    (h)  Gender
      and Number. A pronoun or adjective in the masculine gen­der includes the
      feminine gender, the singular includes the plural and the plural includes the
      singular, unless the context clearly indicates otherwise.

     

    (i)
      Governing Law.  This letter agreement shall be construed,
      admin­istered and enforced in accordance with the laws of the [State of
      Maryland/New Jersey] to the extent not superseded by federal law.

     

    (j)  Integration
      with Other Benefit Programs.  Benefits payable under this letter
      agreement will not increase or decrease the benefits otherwise available to
      you
      under any of PHH’s retirement plans, welfare plans or any other employee benefit
      plans or programs unless otherwise expressly provided in any particular plan
      or
      program.

     

    (k)  Severability.  If
      any provision of this letter agreement shall be held to be invalid or
      unenforceable by a court of competent jurisdiction, then the remaining
      provisions of this letter agreement shall remain operative and in full force
      and
      effect. 

     

     

    
      
        
        

      

      
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    (l)  Successors.  This
      letter agreement shall inure to the benefit of, and be binding upon, each
      successor of PHH, whether by merger, consolidation, transfer of all or
      substantially all of its assets or otherwise.

     

    (m)  Counterparts.  For
      convenience of the parties and to facilitate execution, this letter agreement
      may be executed in two or more counterparts, each of which shall be deemed
      an
      original, but all of which shall constitute one and the same document.
      Transmission by facsimile of an executed counterpart signature page hereof
      by a
      party hereto shall constitute due execution and delivery of this letter
      agreement by such party.

    


    If
      you have any questions about this
      letter agreement, you may contact Heather Dalton at (410) 771-2101.

    
 

    


    PHH
      CORPORATION

     

    _______________________________­­­­­­­­­

    By:

    Its:

    


    


    


    Agreed
      and Acknowledged:

    


    


    _________________________________

    [Executive’s
      Name]

    


    Date:
      ____________________________



    
      
        
        

      

      
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    EXHIBIT
      A

    


    GENERAL
      RELEASE

     

    THIS
      RELEASE (the “Release”) is entered into between
      _____________________(“Executive”) and PHH Corporation, a Maryland
      corporation (the “Company”), for the benefit of the
      Company.  The entering into and non-revocation of this Release is a
      condition to Executive’s right to receive the payments under the Special
      Retention Bonus Agreement.  Capitalized terms used and not defined
      herein shall  have the meaning provided in the Special Retention Bonus
      Agreement.

     

    Accordingly,
      Executive and the Company agree as follows.

     

    1.           IN
      CONSIDERATION FOR THE PAYMENTS AND OTHER BENEFITS PROVIDED TO EXECUTIVE BY
      THE
      SPECIAL RETENTION BONUS AGREEMENT, TO WHICH EXECUTIVE IS NOT OTHERWISE ENTITLED,
      AND THE SUFFICIENCY OF WHICH EXECUTIVE ACKNOWLEDGES, EXECUTIVE REPRESENTS AND
      AGREES, AS FOLLOWS:

     

    (a)           Executive,
      for himself, his heirs, administrators, representatives, executors, successors
      and assigns (collectively “Releasers”), hereby irrevocably and
      unconditionally releases, acquits and forever discharges and agrees not to
      sue
      the Company or any of its subsidiaries, divisions, affiliates and related
      entities and their respective current and former directors, officers,
      shareholders, trustees, employees, consultants, independent contractors,
      representatives, agents, servants, successors and assigns and all persons acting
      by, through or under or in concert with any of them (collectively
“Releasees”), from all rights and liabilities up to and including the
      date of this Release arising under or relating to the employment of the
      Executive and from any and all charges, complaints, claims, liabilities,
      obligations, promises, agreements, controversies, damages, actions, causes
      of
      actions, suits, rights, demands, costs, losses, debts and expenses of any nature
      whatsoever, known or unknown, suspected or unsuspected and any claims of
      wrongful discharge, breach of contract, implied contract, promissory estoppel,
      defamation, slander, libel, tortious conduct, employment discrimination or
      claims under any federal, state or local employment statute, law, order or
      ordinance, including any rights or claims arising under Title VII of the Civil
      Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
      1967, as amended, 29 U.S.C. § 621 etseq. (“ADEA”), or any
      other federal, state or municipal ordinance relating to discrimination in
      employment.  Nothing contained herein shall restrict the parties’
rights to enforce the terms of this Release or the Special Retention Bonus
      Agreement.

     

     

    (b)           To
      the maximum extent permitted by law, Executive agrees that he/she has not filed,
      nor will he ever file, a lawsuit asserting any claims which are released by
      this
      Release, or to accept any benefit from any lawsuit which might be filed by
      another person or government entity based in whole or in part on any event,
      act,
      or omission which is the subject of this Release.

     

     

    (c)           This
      Release specifically excludes any claim for vested benefits to which the
      Executive may be entitled under any benefit plan or severance arrangement of
      the
      Company or any affiliate in which the Executive participates (the “Company
      Plans”).  The Executive’s entitlement to benefits under the
      Company Plans shall be determined in accordance with the provisions of those
      Company Plans.  This Release specifically excludes the Executive’s
      indemnification as an officer and employee of the Company or any affiliate
      thereof.  Nothing contained in this Release shall release the
      Executive from his/her obligations, including any obligations to abide by
      restrictive covenants under the Special Retention Bonus Agreement, that continue
      or are to be performed following termination of employment.

     

     

    
      
        
        

      

      
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    (d)           Executive
      represents that he is not aware of any facts or circumstances that would give
      rise, based on his/her actions, to any claims or lawsuits against the Company
      or
      any Release.

     

     

    (e)           The
      parties agree that this Release shall not affect the rights and responsibilities
      of the US Equal Employment Opportunity Commission (hereinafter “EEOC”) to
      enforce ADEA and other laws.  In addition, the parties agree that this
      Release shall not be used to justify interfering with the Executive’s protected
      right to file a charge or participate in an investigation or proceeding
      conducted by the EEOC.  The parties further agree that the Executive
      knowingly and voluntarily waives all rights or claims (that arose prior to
      the
      Executive’s execution of this Release) the Releasers may have against the
      Releasees, or any of them, to receive any benefit or remedial relief (including,
      but not limited to, reinstatement, back pay, front pay, damages, attorneys’
fees, experts’ fees) as a consequence of any investigation or proceeding
      conducted by the EEOC.

     

     

    2.           The
      Executive acknowledges that the Company has specifically advised him/her of
      the
      right to seek the advice of an attorney concerning the terms and conditions
      of
      this Release.  The Executive further acknowledges receipt of a copy of
      this Release, and has been afforded twenty-one (21) days in which to consider
      the terms and conditions set forth above prior to this Release.  By
      executing this Release, the Executive affirmatively acknowledges sufficient
      and
      reasonable time to review this Release and to consult with an attorney
      concerning Executive’s legal rights prior to the final execution of this
      Release.  Executive has carefully read this Release and fully
      understands its terms.  The Executive understands that he/she may
      revoke this Release within seven (7) days after signing this
      Release.  Revocation of this Release must be made in writing and must
      be received by [__________________________________________] within the time
      period set forth above.

     

     

    3.           This
      Release will be governed by and construed in accordance with the laws of the
      State of [Maryland/New Jersey], without giving effect to any choice of law
      or
      conflicting provision or rule (whether of the State of [Maryland/New Jersey]
      or
      any other jurisdiction) that would cause the laws of any jurisdiction other
      than
      the State of [Maryland/New Jersey] to be applied.  In furtherance of
      the foregoing, the internal law of the State of [Maryland/New Jersey] will
      control the interpretation and construction of this agreement, even if under
      such jurisdiction’s choice of law or conflict of law analysis, the substantive
      law of some other jurisdiction would ordinarily apply. The provisions of this
      Release are severable, and if any part or portion of it is found to be
      unenforceable, the other paragraphs shall remain fully valid and
      enforceable.  This Release shall become effective and enforceable on
      the eighth day following its execution by Executive, provided he/she does not
      exercise his right of revocation as described above.  If Executive
      fails to sign this Release or revokes his signature, this Release will be
      without force or effect, and Executive shall not be entitled to the payment
      under the Special Retention Bonus Agreement.

     

     

    
      
        
        

      

      
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    I,
      ___________________________, HAVING READ THE FOREGOING RELEASE, UNDERSTANDING
      ITS CONTENT AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE,
      DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY WAIVING AND
      RELEASING MY CLAIMS, ON _______________________, 200_.

     

    


    ______________________________

    Executive

     

     

    
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