AMENDMENT TO THE TRANSITION SERVICES AND SEPARATION AGREEMENT
Exhibit 10.2
AMENDMENT TO THE
TRANSITION SERVICES AND SEPARATION AGREEMENT
TRANSITION SERVICES AND SEPARATION AGREEMENT
THIS AMENDMENT TO THE TRANSITION SERVICES AND SEPARATION AGREEMENT, executed as of September 11,
2009, by and between Xxxxxxx X. Xxxxxxx (“Xxxxxxx”) and PHH Corporation (the “Company”) (the
“Amendment”), amends the Transition Services and Separation Agreement by and between Xxxxxxx and
the Company, executed as of August 5, 2009 (the “Agreement”). Except as otherwise provided herein,
capitalized terms used in this Amendment shall have the meaning set forth in the Agreement.
WHEREAS, Xxxxxxx and the Company now desire to amend the Agreement to reflect Xxxxxxx’
termination of employment with the Company as of September 11, 2009.
NOW THEREFORE, intending to be legally bound hereby, the Company and Xxxxxxx agree that the
Agreement is hereby amended as follows:
1. Xxxxxxx’ Termination Date shall be September 11, 2009, and the Transition
Period will end on that date.
2. The severance payments payable pursuant to subparagraphs (a) and (e) under
“Consideration” in the Agreement will not begin to be paid, or be paid, as
applicable, on the dates provided therein; rather, the severance payments that were
scheduled to be paid during the 6 month period beginning on the Termination Date and
ending on March 11, 2010, will accrue without interest and will be paid on the
Company’s first regular pay date after March 11, 2010, and thereafter will continue
to be paid in installments as described in the Agreement. None of the foregoing
payments will be made if the Release is not signed and has not become irrevocable
within 30 days after the Termination Date.
3. The first paragraph under the heading “409A Compliance” under
“Miscellaneous” is modified to read as follows:
“409A Compliance: The parties agree that the payments and
benefits in (b) and (d) under “Consideration” in this Agreement will
not be subject to the 6 month delay in payment described in Section
409A of the Internal Revenue Code and the Treasury Regulations
thereunder (“Section 409A”) due to application of the exemptions in
Treasury Regulation Section 1.409A-1(b)(4) (the “short-term deferral
rule”) and Treasury Regulation Section 1.409A-1(b)(9)(v)(B) (medical
benefits).”
4. In all other respects, the Agreement is hereby ratified and confirmed.
5. This Amendment may be executed, including execution by facsimile signature,
in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same
instrument.
[signature page to follow]
IN WITNESS WHEREOF, Xxxxxxx and the Company have executed this Amendment as of the date first
above written.
/s/ Xxxxxxx X. Xxxxxxx | ||||
Xxxxxxx X. Xxxxxxx | ||||
Date: 9/11/09 | ||||
PHH CORPORATION |
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By: | ||||
Date: |
IN WITNESS WHEREOF, Xxxxxxx and the Company have executed this Amendment as of the date first
above written.
Xxxxxxx X. Xxxxxxx | ||||
Date: |
PHH CORPORATION |
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By: | /s/ Xxxxxx Xxxxxx | |||
Date: 9-11-09 | ||||