Exhibit A RELEASE AGREEMENT
Exhibit 10.3
EXECUTION COPY
Exhibit A
THIS RELEASE AGREEMENT (the “Release”) is executed as of September 11, 2009, by
and between Xxxxxxx X. Xxxxxxx (“Xxxxxxx”) and PHH Corporation (the “Company”).
WHEREAS, the Company and Xxxxxxx entered into a Transition Services and Separation Agreement,
executed as of August 5, 2009 (the “Agreement”) that provides for certain payments and
benefits to be paid only if Xxxxxxx has signed and not revoked a general release of claims.
NOW THEREFORE, intending to be legally bound hereby, the Company and Xxxxxxx agree as follows:
Release and Covenant Not to Xxx.
In consideration for the benefits and payments specified in the Agreement, Xxxxxxx hereby
fully and forever releases and discharges the Company and each of its subsidiaries and affiliates,
and all of their predecessors and successors, assigns, officers, directors, trustees, employees,
agents and attorneys, past and present (“Releasees”) of and from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind
or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, arising
through the date of this Release, out of Xxxxxxx’ employment with the Company or any Releasee,
including the termination thereof. By this paragraph Xxxxxxx waives any claims which Xxxxxxx has
or may have against Releasees, or any of them. This includes all rights and obligations under any
federal, state or local laws or ordinances pertaining to employment, including but not limited to
any claims for relief or causes of action under the Age Discrimination in Employment Act, 29 U.S.C.
§621 et seq., or any other federal, state or local statute, ordinance or regulation regarding
discrimination in employment, all claims for wrongful discharge, all claims that Releasees, or any
of them, dealt unfairly with Xxxxxxx, in bad faith or in violation of any contract or agreement,
expressed or implied, that may have existed between Releasees, or any of them, and Xxxxxxx, and all
claims against Releasees, or any of them, for assault, battery, personal injury, emotional
distress, pain and suffering.
Xxxxxxx expressly represents that he has not filed a lawsuit or initiated any other
administrative proceeding against Releasees, or any of them, and that he has not assigned any claim
against the Releasees, or any of them, Xxxxxxx further promises not to initiate a lawsuit or to
bring any other claim against Releasees, or any of them, arising out of or in any way related to
Xxxxxxx’ employment by the Company or any Releasee, including the termination of that employment.
This Release will not prevent Xxxxxxx from filing a charge with the Equal Employment Opportunity
Commission (or similar state agency) or participating in any investigation conducted by the Equal
Employment Opportunity Commission (or similar state
EXECUTION COPY
agency); provided, however, that any claims by Xxxxxxx for personal relief in connection with
such a charge or investigation (such as reinstatement or monetary damages) would be barred by this
Release.
The foregoing will not be deemed to release the Company from any of the following claims,
entitlements or rights of Xxxxxxx for or to:
1. | Claims or actions brought, in good faith, solely to enforce or clarify the promises, rights, entitlements, obligations, and benefits provided in this Release or the Agreement; | ||
2. | Vested benefits under retirement plans sponsored by the Company in which Xxxxxxx is a participant, based on services performed prior to the Termination Date (as defined in the Agreement); | ||
3. | Rights to convert coverage under an existing life insurance policy provided by the Company, subject to the conversion rights of such policy; | ||
4. | Coverage, if any, under any policy of liability or directors and officers liability insurance for matters subject to said policies for activities arising out of or in any way related to Xxxxxxx’ employment prior to the Termination Date (as defined in the Agreement); | ||
5. | Any right to indemnification or cost of defense from or by the Company pursuant to the Company’s by-laws or charter, or duly adopted resolution of the Company’s Board of Directors for activities and actions by Xxxxxxx as an agent, officer, or employee of the Company, prior to the Termination Date (as defined in the Agreement); | ||
6. | Earned wages and compensation, accrued vacation and accrued fringe benefits, or reimbursement for authorized expenses acquired or incurred before the Termination Date (as defined in the Agreement); and | ||
7. | Any counterclaims in connection with a lawsuit or administrative proceeding in which the Company, its successors, assigns or subrogees seek legal or equitable relief from Xxxxxxx provided such counterclaim (i) arises out of the transaction or occurrence that is the subject matter of the claim raised by the Company in such lawsuit or proceeding, (ii) does not require for adjudication the joinder or presence of third parties, and (iii) does not relate to or arise out of the termination of Xxxxxxx’ employment or involve any claim for compensation or benefits for services rendered to the Company. |
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Rescission Right.
Xxxxxxx expressly acknowledges and recites that (a) he has read and understands the terms of
this Release in its entirety, (b) he has entered into this Release knowingly and voluntarily,
without any duress or coercion; (c) he has been advised orally and is hereby advised in writing to
consult with an attorney with respect to this Release before signing it; (d) he was provided
twenty-one (21) calendar days after the receipt of the Release to consider its terms before signing
it; and (e) he has seven (7) calendar days from the date of signing to terminate and revoke this
Release in which case this Release will be unenforceable, null and void. Xxxxxxx may revoke this
Release during those seven (7) days by providing written notice of revocation to the Company. The
revocation must be delivered to the General Counsel of PHH Corporation, 0000 Xxxxxxxxxx Xxxx, Mail
Stop LGL, Xx. Xxxxxx, XX 00000.
[signature page to follow]
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EXECUTION COPY
IN WITNESS WHEREOF, Xxxxxxx and the Company have executed this Release as of the date first
above written.
/s/ Xxxxxxx X. Xxxxxxx | ||||
Xxxxxxx X. Xxxxxxx |
Date: 9/11/09
PHH CORPORATION |
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By: | /s/ Xxxxxx Xxxxxx | |||
Date: 9/14/09
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