Exhibit 10.20
REALOGY
CORPORATION
OFFICER DEFERRED COMPENSATION
PLAN
Amended and Restated Effective As Of
January 1, 2008
ARTICLE
I—INTRODUCTION
1.1 Sponsorship
Realogy Corporation
(“Company”), a corporation organized under the laws of
the State of Delaware, sponsors the Realogy Corporation Officer
Deferred Compensation Plan, a non-qualified deferred compensation
plan for the benefit of certain Participants and Beneficiaries (as
defined herein).
1.2 Purpose of the
Plan
The Plan is intended to be “a
plan which is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees” within
the meaning of Sections 201(2) and 301(a)(3) of the Employee
Retirement Income Security Act of 1974 (“ERISA”), and
shall be interpreted and administered to the extent possible in a
manner consistent with such intent. The Plan is also intended to
comply with the American Jobs Creation Act of 2004 and Internal
Revenue Code Section 409A and the regulations and guidance
thereunder and shall be interpreted accordingly.
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ARTICLE
II—DEFINITIONS
Wherever used herein, the following
terms have the meanings set forth below, unless a different meaning
is clearly required by the context:
2.1 Account
shall mean, for each Participant,
the hypothetical account established for his or her benefit under
Section 5.1.
2.2 Beneficiary
shall mean the person(s) or entity
designated by the Participant to receive benefits under the Plan as
the result of a Participant’s death.
2.3 Code shall mean the Internal Revenue Code of 1986, as
amended from time to time. Reference to any section or subsection
of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.
2.4 Compensation
shall have the meaning set forth
under the Realogy Corporation Employee Savings Plan, as amended and
restated from time to time, and additionally any bonus payments to
the extent determined by the Committee from time to time in its
sole discretion, but without regard to the limitations provided
under Code Section 401(a)(17).
2.5 Disability or
Disabled shall mean
(a) the inability of a Participant to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (b) the
Participant is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and
health plan covering employees of the Employer. Notwithstanding the
foregoing, a Participant shall be deemed Disabled if he or she is
determined to be totally disabled by the Social Security
Administration. The Plan Administrator shall determine whether or
not a Participant is Disabled based on such evidence as the Plan
Administrator deems necessary or advisable.
2.6 Effective Date
shall mean the date of this
amendment and restatement, which is January 1, 2008. The
original effective date of the Plan is August 1,
2006.
2.7 Election Form
shall mean the participation
election form as approved and prescribed by the Plan
Administrator.
2.8 Elective Deferral
shall mean the portion of
Compensation which is deferred by a Participant under
Section 4.1.
2.9 Eligible Employee
shall mean each employee as
determined by the Employer in its sole discretion.
2.10 Employer
shall mean Realogy Corporation, any
successor to all or a major portion of the Employer’s assets
or business which assumes the obligations of the Employer, and each
other entity that is affiliated with the Employer which adopts the
Plan with the consent of the Employer, provided that the Realogy
Corporation shall have the sole power to amend this Plan and shall
be the Plan Administrator if no other person or entity is so
serving at any time.
2.11 Matching Deferral
shall mean a deferral for the
benefit of a Participant as described in
Section 4.2.
2.12 Participant
shall mean any individual who
participates in the Plan in accordance with Article 3.
2.13 Plan shall mean this Realogy Corporation Officer
Deferred Compensation Plan, as amended from time to
time.
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2.14 Plan Administrator shall mean the person, persons or entity
designated by the Employer to administer the Plan and to serve as
the agent for Employer. If no such person or entity is so serving
at any time, the Employer shall be the Plan
Administrator.
2.15 Plan
Year shall mean the twelve
consecutive month period ending each December 31
st
.
2.16 Separation from
Service shall mean a
Participant’s retirement or other termination of employment
with the Employer and all of its affiliates (as determined in
accordance with Code Section 409A(2)(A)(i)). For this purpose,
the employment relationship shall be treated as continuing intact
while the Participant is on military leave, sick leave or other
bona fide leave of absence (such as temporary employment by the
government), except that if the period of such leave exceeds six
(6) months and the Participant’s right to reemployment
is not provided for by statute or contract, then the employment
relationship shall be deemed to have terminated on the first day
immediately following such six (6) month period.
2.17 Trust
shall mean the trust, if established
at the Employer’s discretion, that identifies the Plan as a
plan with respect to which assets are to be held by the
Trustee.
2.18 Trustee
means the trustee or trustees under
the Trust.
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ARTICLE
III—PARTICIPATION
3.1 Commencement of
Participation
Any individual who elects to defer
part of his or her Compensation in accordance with Section 4.1
shall become a Participant in the Plan as of the date such
deferrals commence in accordance with Section 4.1.
3.2 Continued
Participation
A Participant in the Plan shall
continue to be a Participant so long as any amount remains credited
to his or her Account. Notwithstanding the foregoing, Participation
in respect of any calendar year is not a guarantee of participation
in respect of any future calendar year.
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ARTICLE IV—ELECTIVE AND
MATCHING DEFERRALS
4.1 Elective
Deferrals
An individual who is an Eligible
Employee on the Effective Date may, by completing an Election Form
and filing it with the Plan Administrator within thirty
(30) days following the Effective Date, elect to defer a
percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
which are earned and payable subsequent to the effective date of
the Election Form.
Any individual who becomes an
Eligible Employee after the Effective Date may, by completing an
Election Form and filing it with the Plan Administrator within
thirty (30) days following the date on which the Plan
Administrator gives such individual written notice that the
individual is an Eligible Employee, elect to defer a percentage or
dollar amount of one or more payments of Compensation earned and
payable subsequent to the effective date of the Election Form, on
such terms as the Plan Administrator may permit.
Any Eligible Employee who has not
otherwise initially elected to defer Compensation in accordance
with this Section 4.1 may elect to defer a percentage or
dollar amount of one or more payments of Compensation, on such
terms as the Plan Administrator may permit, commencing with
Compensation paid in the next succeeding Plan Year, by completing
an Election Form prior to the first day of such succeeding Plan
Year.
An election to defer a percentage or
dollar amount of Compensation for any Plan Year shall apply for
subsequent Plan Years unless changed or revoked. A Participant may
change or revoke his or her future deferral election effective as
of the first day of any Plan Year by giving written
notice
