Exhibit 10.10
PHH
CORPORATION
NON-EMPLOYEE
DIRECTORS
DEFERRED COMPENSATION PLAN
1) Purpose .
The purpose of the PHH Corporation Non-Employee Directors Deferred
Compensation Plan (the “Plan”) is to enable directors
of PHH Corporation (the “Company”) who are not also
employees of the Company to defer the receipt of certain
compensation earned in their capacity as non-employee directors of
the Company.
2) Eligibility
. Directors of the Company who are
not also employees of the Company or any of its subsidiaries
(“Directors”) are eligible to participate in the Plan,
subject to their election to defer eligible compensation.
3) Administration
. The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company
(the “Committee”). The Committee shall have the
authority to adopt rules and regulations for carrying out the
Plan’s intent and to interpret, construe and implement the
provisions thereof. Determinations made by the Committee with
respect to the Plan, any deferral made hereunder and any
Director’s account shall be final and binding on all persons,
including but not limited to the Company, each Director
participating in the Plan and such Director’s
beneficiaries.
4) Deferral of Fees
. Subject to such rules and
procedures that the Committee may establish from time to time and
subject to any determinations of the Company to pay compensation to
Directors from time to time, Directors may elect to defer under the
Plan all or a portion of their annual retainer fees, as well as
such other fees, stipends and payments determined by the Company to
be eligible for deferral from time to time that are, in each case,
otherwise payable in cash in accordance with the Company’s
policies as in effect from time to time (such cash compensation,
collectively, “Fees”). In order to defer all or any
portion of a Director’s Fees, the Director must complete a
deferral election in such form, and at such time, as determined by
the Committee in its sole discretion. Once a Director has elected
to defer any portion of the Director’s Fees, the election may
not be revoked and shall continue in force for the remainder of the
Director’s service as a member of the Board of Directors of
the Company; provided , however , that a Director
may, no later than 60 days prior to the beginning of any
calendar year, revoke his or her deferral election with respect to
the entirety of such calendar year.
5) Form of Deferral
. The Company shall establish a
separate deferred compensation account on its books in the name of
each Director who has elected to participate in the Plan. A number
of Restricted Stock Units (as defined in the Company’s 2005
Equity and Incentive Plan or a successor plan) (the “Stock
Plan”) payable in shares of Company common stock, par value
$0.01 per share (“Company Stock”) or, in the
Committee’s discretion, cash shall be credited to each such
Director’s account as of ea
