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REALOGY CORPORATION OFFICER DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

REALOGY CORPORATION

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Title: REALOGY CORPORATION OFFICER DEFERRED COMPENSATION PLAN
Governing Law: New York     Date: 2/25/2009
Industry: Real Estate Operations     Sector: Services

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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


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