On December 21, 2017, Realogy Holdings Corp. (the “Company”) and Richard A. Smith entered into a second amendment to Mr. Smith’s employment agreement dated March 13, 2017, as amended on October 23, 2017 (the “Amended Employment Agreement”), to extend the post-employment period of the non-competition restrictive covenant (the “Non-Compete”) in the Amended Employment Agreement from two years to three years such that the Non-Compete shall extend to December 31, 2020 and to broaden the scope of prohibited activities under the Non-Compete.

As revised, Mr. Smith is prohibited under the Non-Compete from directly or indirectly rendering services to any person or entity engaged in residential real estate brokerage, the franchising of residential real estate brokerages, employee relocation business, title services, settlement services, or technology businesses supporting any of the foregoing, any business with business assets, technology, relationships or services in residential real estate that has the potential to meaningfully disrupt the residential real estate brokerage, franchising of residential real estate brokerage, employee relocation, or title or settlement services markets, or any other business of the same type as any business in which the Company or any of its affiliates is engaged on the date of Mr. Smith’s separation from service with the Company.

On December 21, 2017, the Company and Mr. Smith also entered into an Advisory Services Agreement, effective January 1, 2018 (the “Advisory Services Agreement”). The Advisory Services Agreement has a term of two years, ending December 31, 2019. to the Advisory Services Agreement, Mr. Smith will, as required by the Company, perform customary and usual advisory services including with respect to external affairs and advice to the Company’s Board of Directors and executive management team and will provide such other services as may be reasonably requested by the Company. Mr. Smith will receive $1.0 million per year during the term of the Advisory Services Agreement, payable in monthly installments, subject to his continued provision of services in accordance with the Advisory Services Agreement and his continued compliance with the restrictive covenants set forth in the Amended Employment Agreement, including the Non-Compete.

Mr. Smith may terminate the Advisory Services Agreement upon seven days written notice to the Company or upon the Company’s breach of the Advisory Services Agreement following a notice and cure period. The Company may terminate the Advisory Services Agreement if Mr. Smith accepts any employment or other engagement that conflicts with his restrictive covenants with the Company or otherwise breaches a material term of his Advisory Services Agreement or any material term of his Amended Employment Agreement that survives his termination of employment with the Company on December 31, 2017; accepts other employment that will require more than 20 hours per week of work; or is unable to perform the requested advisory services for any reason, including death or disability.

In the event that the Advisory Services Agreement is terminated prior to December 31, 2018, the post-employment period of the Non-Compete will be reduced from a three-year to a two-year period ending December 31, 2019. If the Company terminates the Advisory Services Agreement after December 31, 2018 for any of the reasons set forth in the preceding paragraph, the period of the Non-Compete will continue to be for a three-year period ending December 31, 2020.

The foregoing descriptions of the material terms of the Amended Employment Agreement and the Advisory Services Agreement do not purport to be a complete description and are qualified in their entirety by reference to the Amended Employment Agreement and Advisory Services Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 22, 2017

REALOGY GROUP LLC Exhibit
EX-10.1 2 ex10-1.htm 2ND AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit Exhibit 10.1SECOND AMENDMENT TO EMPLOYMENT AGREEMENTAmendment (this “Amendment”),…
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