X0305 4 2012-06-06 0 0000077776 PHH CORP PHH 0001287706 CROWL ROBERT B C/O PHH CORPORATION 3000 LEADENHALL ROAD MT. LAUREL NJ 08054 0 1 0 0 EVP & CFO Common Stock 2012-06-06 4 A 0 1900 0.00 A 3800 D Employee Stock Options (right to buy) 16.34 2012-06-06 4 A 0 24213 0.00 A 2015-06-06 2022-06-06 Common Stock 24213 24213 D Performance RSUs 2012-06-06 4 A 0 12239 0.00 A 2015-06-06 Common Stock 12239 12239 D Represents an award of restricted stock units ("RSUs") that fully vest on June 6, 2013, subject to Mr. Crowl's continued employment with PHH Corporation. Each RSU represents the right to receive one share of PHH Corporation common stock upon vesting. Includes 1,900 shares of PHH Corporation common stock underlying unvested RSUs that fully vest June 6, 2013, subject to Mr. Crowl's continued employment with PHH Corporation. Represents an award of non-qualified stock options that fully vest on June 6, 2015, subject to Mr. Crowl'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