twelve (12) months of COBRA continuation coverage and
outplacement services in an amount not to exceed $18,000 to be
used within twenty four (24) months of such termination. If
Mr.Crowl is not elected to the Board at the 2017 Annual
Meeting, he will continue to act as the Companys Interim CEO
until the earlier of December31, 2017 or the appointment of a
new CEO, and any termination of employment in connection
therewith will be treated as a termination without cause.
Mr.Crowls employment agreement also includes confidentiality
provisions and non-competition and non-solicitation restrictive
covenants that apply for twelve (12) months following any
termination of employment.

In connection with Mr.Crowls appointment to COO, Mr.Michael
Bogansky was appointed Chief Financial Officer, effective
March29, 2017. As CFO, Mr.Bogansky will remain the Companys
chief accounting officer. Mr.Bogansky, age 39, has been the
Senior Vice President and Controller of the Company since
April4, 2014 and has served as the Companys principal
accounting officer during that time. Mr.Bogansky joined the
Companys subsidiary, PHH Mortgage Corporation, in 2003 as
Manager, Financial Reporting and has held roles of increasing
responsibility in the accounting and finance functions of the
Company and its subsidiaries, including serving as Vice
President, Financial Reporting of PHH Mortgage from 2009 to
2010, as the Companys Vice President and Assistant Controller
from 2010 to 2012 and as the Companys Vice President and
Controller from to 2012 until 2014. Prior to joining the
Company in 2003, Mr.Bogansky served as a Senior Auditor with
Deloitte Touche LLP, which currently serves as the Companys
independent registered public accounting firm. Mr.Bogansky
received his B.S. in Accounting from York College of
Pennsylvania, is a Certified Public Accountant and is a member
of the American Institute of Certified Public Accountants and
the Pennsylvania Institute of Certified Public Accountants.

In connection with his appointment to CFO, on March30, 2017,
Mr.Bogansky and the Company entered into an employment
agreement that will remain in effect, unless terminated sooner
by either party, through March31, 2018, after which the term
may be extended by mutual agreement. Under his employment
agreement, Mr.Bogansky will receive an annual base salary of
$325,000. Mr.Bogansky will remain eligible to participate in
the Companys annual management incentive plan, with a 2017
target award of 55% of his annual base salary, and will be
eligible to receive a 2017-2018 cash performance incentive
award (as described in more detail below) with a target award
of at least 75% of his annual base salary, subject to the
approval of the Human Capital and Compensation Committee of the
Board.

Under his employment agreement, Mr.Bogansky is entitled to
receive certain benefits upon termination of employment by the
Company without cause or resignation by Mr.Bogansky for good
reason, in each case, subject to his execution of a general
release agreement. These benefits include the sum of twelve
(12) months of base salary plus an amount equal to 50% of the
target amount of the annual cash management incentive plan
bonus awarded for the year of termination (or if Mr.Bogansky
has not received an annual cash management incentive plan bonus
award for the year of termination, 50% of the target amount of
the annual cash management incentive plan bonus awarded for the
prior year), payable in accordance with normal payroll
practices during the twelve (12) month period following such
termination. On such termination, he would also be entitled to
reimbursement on a monthly basis of the cost of twelve (12)
months of COBRA continuation coverage and outplacement services
in an amount not to exceed $18,000 to be used within
twenty-four (24) months of such termination. Mr.Boganskys
employment agreement also includes confidentiality provisions
and non-competition and non-solicitation restrictive covenants
that apply for twelve (12) months following any termination of
employment.

Until June30, 2017, Kathryn Ruggieri, will continue to serve as
the Companys Chief Human Resources Officer, at which time she
will step down from such position. In anticipation of her
termination of employment, Ms.Ruggieri has entered into a
separation letter that describes the benefits to which she will
be entitled in connection with her departure, which include,
subject to her execution of a general release agreement,
termination without cause benefits under the Companys Amended
and Restated Tier I Severance Plan (in its current form, as
described in the Form8-K filed by the Company on May25, 2016),
and full vesting of her outstanding equity awards, subject to
all applicable performance and settlement provisions.
Ms.Ruggieri is also subject to a twelve (12) month restrictive
covenant agreement, which contains non-compete and non-solicit
provisions.

Until the end of the year, Lee Kaplan and William Brown will
continue to serve as the Companys SVP and Chief Risk and
Compliance Officer and SVP, General Counsel and Secretary,
respectively, at which time they will step down from such
positions. In anticipation of their terminations of employment,
they have each entered into a separation letter that describes
the benefits to which each will be entitled in connection with
his departure, which include, subject to execution of a general
release agreement, termination without cause benefits under the
Companys Amended and Restated Tier I Severance Plan (in its
current form, as described in the Form8-K filed by the Company
on May25, 2016). Each of Messrs.Kaplan and Brown is also
subject to a twelve (12) month restrictive covenant agreement,
which contains non-compete and non-solicit provisions.

Compensatory Arrangements with the Named Executive
Officers

On March29, 2017, consistent with the ongoing transformation
and transitions taking place at the Company, the Board approved
for certain officers, including the Companys current named
executive officers, a new 2017-2018 cash performance incentive
award program (the 2017-2018 CPIA) in lieu of the typical 2017
equity-based long-term incentive program. Instead of receiving
long-term equity-based awards under the Companys 2014 Equity
and Incentive Plan, the NEOs will receive cash-based awards
that can be earned to the extent certain levels of excess cash
are available for distribution to the Companys shareholders by
December31, 2017. If maximum performance is achieved, the NEOs
can earn awards with values up to 150% of the target award
amount. To the extent the award is ultimately earned, an award
recipient must remain employed through March31, 2018 in order
to receive payment under the award; provided, however, that
subject to achievement of the applicable performance goal,
award recipients would be entitled to receive full vesting of
the awards if terminated without cause by the Company prior to
March31, 2018.

On March29, 2017, the Board approved the following target
awards under the 2017-2018 CPIA for the named executive
officers: Mr.Messina $1,060,274; Mr.Crowl $747,500; Mr.Brown
$395,000; Ms.Ruggieri $140,833 and Mr.Kaplan $325,000.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits

Forward-Looking Statements

Certain statements in this Current Report on Form8-K are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Generally, forward
looking-statements are not based on historical facts but
instead represent only our current beliefs regarding future
events. All forward-looking statements are, by their nature,
subject to risks, uncertainties and other factors that could
cause actual results, performance or achievements to differ
materially from those expressed or implied in such
forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements. Such
statements may be identified by words such as expects,
anticipates, intends, projects, estimates, plans, may increase,
may fluctuate and similar expressions or future or conditional
verbs such as will, should, would, may and could.

You should understand that forward-looking statements are not
guarantees of performance or results and are preliminary in
nature. You should consider the areas of risk described under
the heading Cautionary Note Regarding Forward-Looking
Statements and Risk Factors in our periodic reports filed with
the U.S. Securities and Exchange Commission, including our most
recent Annual Report on Form10-K and Quarterly Reports on
Form10-Q, in connection with any forward-looking statements
that may be made by us or our businesses generally. Such
periodic reports are available in the Investors section of our
website at http://www.phh.com and are also available at
http://www.sec.gov. Except for our ongoing obligations to
disclose material information under the federal securities
laws, applicable stock exchange listing standards and unless
otherwise required by law, we undertake no obligation to
release publicly any updates or revisions to any
forward-looking statements or to report the occurrence or
non-occurrence of anticipated or unanticipated events.