X0305 4 2012-06-06 0 0000077776 PHH CORP PHH 0001550613 Tucker David E C/O PHH CORPORATION 3000 LEADENHALL ROAD MT. LAUREL NJ 08054 0 1 0 0 EVP, Mortgage Employee Stock Options (right to buy) 16.34 2012-06-06 4 A 0 151331 0.00 A 2015-06-06 2022-06-06 Common Stock 151331 151331 D Performance RSUs 2012-06-06 4 A 0 76499 0.00 A 2015-06-06 Common Stock 76499 76499 D Represents an award of non-qualified stock options that fully vest on June 6, 2015, subject to Mr. Tucker's continued employment with PHH Corporation. Each Performance RSU represents a contingent right to receive one share of PHH Corporation common stock upon vesting. The Performance RSUs will vest on June 6, 2015, if the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015, equals or exceeds $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. One-third of the Performance RSUs will vest on June 6, 2015, if the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015, equals or exceeds $25.00 per share and is less than $30.00 per share, subject to equitable adjustment upon the occurrence of certain events. None of the Performance RSUs will vest if the average of PHH Corporation's common stock price for the 90-day period prior to and including June 6, 2015, is less than $25.00 per share, subject to equitable adjustment upon the occurrence of certain events. J. Christopher Clifton, Attorney-In-Fact 2012-06-08