REALOGY CORP
EMPLOYMENT AGREEMENT, DATED APRIL 10, 2007 REALOGY CORPORATION/KEVIN J. KELLEHER
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<TYPE>EX-10.50
<SEQUENCE>11
<FILENAME>dex1050.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT, DATED APRIL 10, 2007 REALOGY CORPORATION/KEVIN J. KELLEHER
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<TITLE>Employment Agreement, dated April 10, 2007 Realogy Corporation/Kevin J. Kelleher</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.50 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2"><B>EMPLOYMENT AGREEMENT</B> (this &#147;<U>Agreement</U>&#148;) dated as of April&nbsp;10, 2007, between <B>REALOGY CORPORATION</B>, a Delaware corporation, (the &#147;<U>Company</U>&#148;)
and <B>KEVIN J. KELLEHER </B>(&#147;<U>Executive</U>&#148;).</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS,</B> pursuant to the Agreement and Plan of Merger, made and entered into as of the 15th
day of December, 2006, by and among Domus Holdings Corp. (the &#147;<U>Parent</U>&#148;), the Company and Domus Acquisition Corp. (the &#147;<U>Merger Agreement</U>&#148;), Domus Acquisition Corp. will be merged with and into the Company (the
&#147;<U>Transaction</U>&#148;), and the Company will be the surviving corporation in the Transaction; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS,</B> in connection with
the Transaction, the Company desires to employ Executive and Executive desires to be employed by the Company; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS,</B> the Company
and Executive are parties to that letter agreement dated as of November&nbsp;7, 2006, as such letter agreement has been amended or supplemented through the Effective Date (as defined in Section&nbsp;1) (the &#147;<U>Prior Agreement</U>&#148;); and
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>WHEREAS,</B> Executive, as a condition of his employment, will make a substantial investment in the Parent concurrently with the
closing of the Transaction by purchasing 160,000 shares of common stock of the Parent, par value $0.01 (&#147;<U>Common Stock</U>&#148;), at a price of $10.00 per share; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2"><B>NOW THEREFORE,</B> in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;1. <U>Employment Period</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">The initial term of Executive&#146;s employment hereunder shall be for a period of five (5)&nbsp;years (the &#147;<U>Initial Term</U>&#148;) commencing on the closing of the Transaction (the &#147;<U>Effective
Date</U>&#148;) and ending on the fifth anniversary of the Effective Date, unless terminated earlier pursuant to Section&nbsp;3 (the &#147;<U>Employment Period</U>&#148;); <U>provided</U>, <U>however</U>, that the Employment Period shall
automatically be renewed for an additional period of one (1)&nbsp;year upon the expiration of the Initial Term unless either party gives at least ninety (90)&nbsp;days&#146; written notice of its intention not to renew the Employment Period. Upon
Executive&#146;s termination of employment with the Company for any reason, he shall immediately resign all positions with the Company or any of its subsidiaries or affiliates, including any position as a member of the Parent&#146;s Board of
Directors and a member of the Company&#146;s Board of Directors (the &#147;<U>Board</U>&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;2. <U>Terms of
Employment</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Position</U>. During the term of Executive&#146;s employment under this Agreement, Executive shall serve as
President and CEO, Cartus Corporation and shall have such duties and responsibilities as shall be assigned to Executive by the President of the Company (or, if the President of the Company as of the Effective Date is no longer serving in such
position, the </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Chief Executive Officer of the Company) (such individual, the &#147;<U>Reporting Person</U>&#148;). In performing his duties hereunder, Executive shall
report directly to the Reporting Person. At the request of the Company, Executive shall also serve as an officer of any of its subsidiaries or affiliates without additional compensation. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Duties</U>. During the Employment Period, Executive agrees to devote all of his business time to the business and affairs of the Company and to
use Executive&#146;s reasonable best efforts to perform faithfully, effectively and efficiently his responsibilities and obligations hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i)&nbsp;serving on civic or
charitable boards or committees and (ii)&nbsp;managing personal investments, so long as such activities do not materially interfere with the performance of Executive&#146;s responsibilities hereunder. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Compensation</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(i) <U>Base
Salary</U>. During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to $416,000, which shall be paid in accordance with the customary payroll practices of the Company (the &#147;<U>Annual Base
Salary</U>&#148;). Executive&#146;s Annual Base Salary shall be reviewed at least annually by the Board but may not be reduced and in the event of any increase thereof, all references to &#147;Annual Base Salary&#148; as used in this Agreement shall
refer to such increased amount. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(ii) <U>Bonuses</U>. The Company shall establish a performance-based bonus plan (the
&#147;<U>Plan</U>&#148;) to be applicable for each fiscal year of the Company (a &#147;<U>Fiscal Year</U>&#148;) ending during the Employment Period pursuant to which Executive will be eligible to receive an annual bonus (the
&#147;<U>Bonus</U>&#148;) with respect to each Fiscal Year of the Company ending during the Employment Period (each, a &#147;<U>Bonus Year</U>&#148;). The Board or the Compensation Committee of the Board (the &#147;<U>Compensation
Committee</U>&#148;) will administer the Plan and shall establish performance objectives for each Fiscal Year, which performance objectives shall be reasonably related to the Company&#146;s business objectives. In the event that, with respect to the
applicable Fiscal Year of the Company ending during the Employment Period, the Company achieves the pre-established target performance goals based on actual performance, Executive shall be entitled to receive a Bonus in an amount equal to 100% of
Executive&#146;s Annual Base Salary (&#147;<U>Target Bonus</U>&#148;) (and in the event the Board or the Compensation Committee increases Executive&#146;s Target Bonus after the Effective Date, all references to &#147;Target Bonus&#148; as used in
this Agreement shall refer to such increased amount). Subject to Section&nbsp;4, Executive will be entitled to receive the Bonus only upon the Company&#146;s achievement of the specified performance objectives and if Executive is employed on the
last day of the applicable Bonus Year. The Bonus shall become payable on March&nbsp;15 of the year following the end of the applicable Bonus Year, <U>provided</U> that the Board or Compensation Committee finally determines (x)&nbsp;that the Company
has achieved the applicable performance objectives and (y)&nbsp;the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable Bonus Year. If the Board or Compensation Committee has not made such final
determination by March&nbsp;15 of such year, the Bonus (if any) shall instead be paid as soon as practicable thereafter during such year. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman"
SIZE="2">(iii) <U>Benefits</U>. During the Employment Period, Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other senior executives of the Company
and shall be eligible for participation in, and shall receive all benefits under, welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other senior executives </FONT>
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<FONT FACE="Times New Roman" SIZE="2">of the Company (&#147;<U>Benefit Plans</U>&#148;). The benefits provided to Executive shall be, in the aggregate, comparable to those benefits that Executive
was receiving at the Company immediately prior to the Effective Date, but excluding those benefits under any nonqualified deferred compensation plans that are being amended or terminated in connection with the Transaction or that relate to or
provide benefits or compensation measured with respect to the Company&#146;s common stock. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(iv) <U>Expenses</U>. During the term of
Executive&#146;s employment, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of his duties hereunder, provided that Executive provides all necessary documentation in
accordance with Company policy. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(v) <U>Stock Options</U>. Concurrent with the closing of the Transaction, the Company shall cause the
Parent to grant Executive a stock option (the &#147;<U>Option Grant</U>&#148;) to purchase 600,000 shares of Common Stock, at an exercise price of $10.00 per share. The Option Grant will be pursuant and subject to the terms and conditions set forth
in the Parent&#146;s 2007 Stock Incentive Plan (the &#147;<U>Stock Incentive Plan</U>&#148;) and Executive&#146;s option agreement associated with the Option Grant (the &#147;<U>Option Agreement</U>&#148;, which is attached hereto as Appendix A),
and Executive&#146;s purchase of the Purchased Shares as provided in Section&nbsp;2(c)(vii) below. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(vi) <U>Restricted Stock</U>.
Concurrent with the closing of the Transaction, the Company shall cause the Parent to grant Executive a grant (the &#147;<U>Restricted Stock Grant</U>&#148;) of restricted shares of Common Stock (&#147;<U>Restricted Shares</U>&#148;). The Restricted
Stock Grant will be pursuant and subject to the terms and conditions set forth in the Stock Incentive Plan and the restricted stock agreement evidencing such grant (the &#147;<U>Restricted Stock Agreement</U>&#148;, which is attached hereto as
Appendix B). The Restricted Stock Grant will be comprised of 25,000 Restricted Shares and shall be subject to the vesting, termination and other terms set forth in the Restricted Stock Agreement. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(vii) <U>Investment</U>. Concurrent with the closing of the Transaction, Executive shall purchase 160,000 shares of Common Stock, at a price of $10.00
per share (the &#147;<U>Purchased Shares</U>&#148;). The Purchased Shares shall be subject to the terms of the Stock Incentive Plan and Executive&#146;s Subscription Agreement (attached hereto as Appendix C) and Executive&#146;s Contribution
Agreement (attached hereto as Appendix D). All of the Purchased Shares will be fully vested at the Effective Date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(viii) <U>Management
Investor Rights Agreement</U>. All Purchased Shares, shares purchased pursuant to the Restricted Shares, the Option Grant and Common Stock held by Executive pursuant to the vesting of Restricted Shares and the exercise of the Option Grant will be
subject to the terms and conditions of the Management Investor Rights Agreement by and among the Parent, Executive, and other signatories thereto (the &#147;<U>Management Investor Rights Agreement</U>&#148;), including the restrictive covenants
contained in Annex I to Section&nbsp;8 thereof. The Option Agreement, Stock Incentive Plan, Restricted Stock Agreement, Management Investor Rights Agreement, Subscription Agreement and any other stock or stock-based award agreement entered into by
and between the Company and Executive after the date hereof, collectively, the &#147;<U>Equity Documents</U>&#148;. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;3. <U>Termination of Employment</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Death or Disability</U>. Executive&#146;s employment hereunder shall terminate automatically upon Executive&#146;s death. If Executive becomes
subject to a Disability during the Employment Period (pursuant to the definition of Disability set forth below), the Company may give Executive written notice in accordance with Sections 3(e) and 9(h) of its intention to terminate Executive&#146;s
employment. For purposes of this Agreement, &#147;<U>Disability</U>&#148; means (i)&nbsp;Executive&#146;s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii)&nbsp;Executive is, by reason of any medically determinable physical of mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company. Whether Executive has
incurred a &#147;Disability&#148; shall be determined by a physician selected by the Company or its insurers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Cause</U>.
Executive&#146;s employment may be terminated at any time by the Company for Cause. For purposes of this Agreement, &#147;<U>Cause</U>&#148; shall mean (i)&nbsp;Executive&#146;s willful failure to substantially perform his duties as an employee of
the Company or any subsidiary (other than any such failure resulting from incapacity due to physical or mental illness), (ii)&nbsp;any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary,
(iii)&nbsp;Executive&#146;s conviction of, or plea of guilty or <I>nolo </I>contendere to a charge of commission of, a felony or crime involving moral turpitude, (iv)&nbsp;Executive&#146;s indictment for a charge of commission of a felony or any
crime involving moral turpitude, provided that the Board determines in good faith that such indictment would result in a material adverse impact to the business or reputation of the Company, (v)&nbsp;Executive&#146;s gross negligence in the
performance of his duties, or (vi)&nbsp;Executive purposefully or negligently makes (or has been found to have made) a false certification to the Company pertaining to its financial statements; a termination will not be for &#147;Cause&#148;
pursuant to clause (i), (ii)&nbsp;or (v), to the extent such conduct is curable, unless the Company shall have notified Executive in writing describing such conduct and Executive shall have failed to cure such conduct within ten (10)&nbsp;business
days after his receipt of such written notice. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Termination Without Cause</U>. The Company may terminate Executive&#146;s employment
hereunder without Cause at any time. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Good Reason</U>. Executive&#146;s employment may be terminated at any time by Executive for
Good Reason or without Good Reason upon 90 days&#146; prior written notice, provided, in the case of a termination for Good Reason, that Executive provides such notice within 60 days after the occurrence of the event giving rise to the termination
for Good Reason. For purposes of this Agreement, &#147;<U>Good Reason</U>&#148; means voluntary resignation after any of the following actions taken by the Company or any of its subsidiaries without Executive&#146;s consent: (i)&nbsp;a material
reduction of Executive&#146;s duties and responsibilities to the Company, (ii)&nbsp;a reduction in Executive&#146;s Annual Base Salary or Target Bonus (not including any diminution related to a broader compensation reduction that (A)&nbsp;is made in
consultation with the Reporting Person and (B)&nbsp;is applied to all senior executives of the Company in a relatively proportionate manner); (iii)&nbsp;the relocation of </FONT>
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<FONT FACE="Times New Roman" SIZE="2">Executive&#146;s primary office to a location more than 30 miles from the prior location; (iv)&nbsp;delivery of notice of non-renewal of the Employment
Period by the Company (other than non-renewal by the Company due to Executive&#146;s Disability, termination for Cause or termination by Executive); or (v)&nbsp;a material breach by the Company of a material provision of this Agreement (which for
the avoidance of doubt includes Section&nbsp;2(a) of this Agreement but which would not include any promotion or lateral assignment); a termination shall not be for &#147;Good Reason&#148; pursuant to clause (i), (ii), or (iii), unless Executive
shall have given written notice of his intention to resign for Good Reason and the Company shall have failed to cure the event giving rise to Good Reason within ten (10 ) business days after the Company&#146;s receipt of such written notice.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) <U>Notice of Termination</U>. Any termination by the Company for Cause or without Cause, or by Executive for Good Reason or without
Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section&nbsp;9(h). For purposes of this Agreement, a &#147;<U>Notice of Termination</U>&#148; means a written notice that
(i)&nbsp;indicates the specific termination provision in this Agreement relied upon, (ii)&nbsp;to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive&#146;s
employment under the provision so indicated and (iii)&nbsp;if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive&#146;s or the Company&#146;s rights hereunder. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) <U>Date of Termination</U>. &#147;<U>Date of Termination</U>&#148;
means (i)&nbsp;if Executive&#146;s employment is terminated by the Company for Cause, without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination (in the case of
a termination with or without Good Reason, provided such notice is in accordance with Section&nbsp;3(d)) or any later date specified therein pursuant to Section&nbsp;3(e), as the case may be and (ii)&nbsp;if Executive&#146;s employment is terminated
by reason of death, the date of death. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;4. <U>Obligations of the Company upon Termination</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>With Good Reason; Without Cause</U>. If during the Employment Period, the Company shall terminate Executive&#146;s employment without Cause or
Executive shall terminate his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT
FACE="Times New Roman" SIZE="2">(i) Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive in a lump sum, to the extent not previously paid, (i)&nbsp;the Annual Base Salary through the Date of Termination,
and (ii)&nbsp;the Bonus earned for any Bonus Year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such Bonus Year (the &#147;<U>Accrued Obligations</U>&#148;); and </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(ii) The Company will pay Executive an aggregate sum of (x) 200%, in the event any such termination occurs prior to the first anniversary of the
Effective Date, or within twelve months after any Change in Control (as such term is defined in the Stock Incentive Plan) that occurs subsequent to the Effective Date (any such period described in this clause (x), a &#147;Protected Period&#148;), or
(y) 100% in the event any such termination occurs at any time other than during a Protected Period, of Executive&#146;s Annual Base Salary and Target Bonus (such amount, the &#147;<U>Cash Severance</U>&#148;) as </FONT>
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<FONT FACE="Times New Roman" SIZE="2">follows: (i)&nbsp;one-half of the Cash Severance shall be payable to Executive in a lump sum, within 30 business days of the Date of Termination and
(ii)&nbsp;the remaining one-half of the Cash Severance will be payable to Executive in twelve (12)&nbsp;equal monthly installments commencing as of the first day of the calendar month following the month in which the Date of Termination occurs; and
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(iii) From the period beginning on the Date of Termination through the earlier to occur of (x) the second anniversary of the Date of
Termination and (y) the date Executive becomes eligible to participate in another employer&#146;s medical and dental benefit plans, as applicable (the &#147;New Employer Plan&#148;), Executive shall be entitled to participate in the same medical and
dental benefit plans maintained by the Company for its active employees, on the same terms (including employee-paid portions of insurance premiums and co-pays) as such active employees, all as in effect from time to time during such period;
provided, however, that Executive acknowledges and agrees that such benefit continuation coverage shall run concurrently with the benefit continuation coverage to which Executive would be entitled to elect to receive under the Consolidated Omnibus
Budget Reconciliation Act of 1986 (&#147;COBRA&#148;); and provided, further, however, that, if applicable, Executive shall be required to notify the Company of the date on which Executive shall become eligible to participate in any New Employer
Plan promptly after Executive being advised of such date by such other employer. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding the foregoing provisions of this Section&nbsp;4(a), to
the extent required in order to comply with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;), amounts to be paid under this Section&nbsp;4(a) shall be paid to Executive on the first business day after
the date that is six months following Executive&#146;s &#147;separation from service&#148; within the meaning of Section&nbsp;409A of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(b) <U>Death or Disability</U>. If Executive&#146;s employment shall be terminated by reason of Executive&#146;s death or Disability, then the Company will provide Executive (or his estate or legal representative) with the following
severance payments and/or benefits: (A)&nbsp;the Accrued Obligations; (B)&nbsp;a lump sum equal to 100% of Executive&#146;s Annual Base Salary; and (C)&nbsp;the Welfare Benefits. Notwithstanding the foregoing provisions of this Section&nbsp;4(b), to
the extent required in order to comply with Section&nbsp;409A of Code, amounts to be paid under this Section&nbsp;4(b) shall be paid to Executive on the first business day after the date that is six months following Executive&#146;s &#147;separation
from service&#148; within the meaning of Section&nbsp;409A of the Code. Thereafter, the Company shall have no further obligation to Executive or his legal representatives, other than any rights to vested benefits under any Benefit Plans,
indemnification rights he may have under this Agreement and any rights he may have under the Equity Documents. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Cause; Other than
for Good Reason</U>. If Executive&#146;s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Company shall have no further payment obligations to Executive other than the Accrued Obligations.
Thereafter, the Company shall have no further obligation to Executive or his legal representatives, other than any rights to vested benefits under any Benefit Plans, indemnification rights he may have under this Agreement, and any rights he may have
under the Equity Documents. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>General Release</U>. The Company&#146;s obligations to make payments under Sections 4(a) and in the
case of Disability under Section&nbsp;4(b) are conditioned on Executive&#146;s or his legal representative&#146;s (as applicable) executing a general release of claims against the Company and its subsidiaries and affiliates and their successors and
assigns (and the officers and directors of such entities) substantially in the form attached hereto as Exhibit A (the &#147;<U>Release</U>&#148;). For the avoidance of doubt, the Company&#146;s obligations under Section&nbsp;8 of this Agreement, the
Benefit Plans, and the Equity Documents shall not be subject to Executive&#146;s execution of the Release nor to Executive&#146;s obligations under Section&nbsp;5 of this Agreement, unless otherwise specifically provided in such other arrangements.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;5. <U>Restrictive Covenants</U>. Executive shall be subject to the restrictive covenants set forth in Annex I to
Section&nbsp;8 of the Management Investor Rights Agreement in accordance with its terms. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;6. <U>Severance Payments.</U> In
addition to the foregoing, and not in any way in limitation of any right or remedy otherwise available to the Company, if the Board reasonably </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-6- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">and in good faith believes Executive has violated or is in violation of any provision of Annex I of the Management Investor Rights Agreement, the Board may
unilaterally suspend Executive&#146;s right to receive any Cash Severance then or thereafter due from the Company to Executive, <U>provided</U> that the Board (a)&nbsp;gives Executive advance written notice of such suspension and (b)&nbsp;initiates
an action or claim to enforce the Company&#146;s rights in respect of such restrictive covenants promptly after such suspension. In the event that the Company prevails on such action or claim, Executive&#146;s right to receive, and the
Company&#146;s obligation to pay, any additional Cash Severance, including any previously suspended amounts, shall be terminated immediately, and Executive shall have no further rights to Cash Severance. In the event that Executive prevails on such
action or claim, the Company shall be required to pay to Executive in a lump sum within thirty (30)&nbsp;days of such adjudication (or, to the extent required in order to comply with Section&nbsp;409A of the Code on the first business day after the
date that is six months following Executive&#146;s &#147;separation from service&#148; within the meaning of Section&nbsp;409A of the Code) any Cash Severance the payment of which was delayed due to such suspension, plus interest for any period
during which the payment of the Cash Severance was suspended at the prime rate, as published in the Wall Street Journal on the date of such suspension, and to commence payment of future installments of Cash Severance in accordance with
Section&nbsp;4(a)(ii). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;7. <U>Executive&#146;s Representations, Warranties and Covenants</U>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Executive hereby represents and warrants to the Company and its subsidiaries that: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(1) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and
this Agreement has been duly executed by Executive; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(2) the execution, delivery and performance of this Agreement by Executive does not
and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(3) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services
agreement, confidentiality agreement or similar agreement with any other Person other than the Company; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(4) upon the execution and
delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(5) Executive understands that Parent and the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth
herein and Executive consents to such reliance; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(6) as of the date of execution of this Agreement, Executive is not in breach of any
of its terms, including having committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-7- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) The Company and its subsidiaries hereby represent and warrant to Executive that: </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(1) the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and
this Agreement has been duly executed by the Company; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(2) the execution, delivery and performance of this Agreement by the Company does
not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is
subject; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(3) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a legal, valid and
binding obligation of the Company, enforceable in accordance with its terms; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(4) the Company understands that Executive will rely
upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Section&nbsp;8. <U>Indemnification</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">The Company shall indemnify Executive to the maximum extent permitted under the General
Corporate Law of Delaware for acts taken within the scope of his employment. To the extent that the Company obtains coverage under a director and officer indemnification policy, Executive will be entitled to such coverage on a basis that is no less
favorable than the coverage provided to any other officer or director of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Section&nbsp;9. <U>General Provisions</U>.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) <U>Severability</U>. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added
automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) <U>Entire Agreement</U>. This Agreement and the Equity Documents embody the complete agreement
and understanding among the parties hereto with respect to the subject </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-8- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way (including, without limitation, any other employment, severance or change-in-control agreement or understanding). For the avoidance of doubt, Executive, the Company and the Subsidiaries acknowledge
that any agreement between Executive and the Company or Cendant Corporation or any subsidiary or affiliate of any of the foregoing, entered into prior to the Effective Date, including without limitation, the Prior Agreement, shall be void <I>ab
initio</I> as of immediately before the Effective Date. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) <U>Counterparts</U>. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together constitute one and the same agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) <U>Successors and
Assigns</U>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(i) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive&#146;s legal representatives. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(ii) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, &#147;Company&#148; shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that
assumes and agrees to perform this Agreement by operation of law, or otherwise. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) <U>Governing Law</U>. THIS AGREEMENT WILL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION&#146;S CHOICE
OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(f) <U>Enforcement</U>.
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(i) <U>Arbitration</U>. Except for the Company or its Affiliate&#146;s right to obtain injunctive relief for violation of Section&nbsp;5
of this Agreement or in Annex I to Section&nbsp;8 of the Management Investor Rights Agreement, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-9- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute
to binding arbitration in New York (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any
such arbitration proceeding the parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof. Each party shall bear its or his costs and expenses in any such arbitration and one-half of the arbitrator&#146;s fees and costs; <U>provided</U>, <U>however</U>, if Executive prevails on
substantially all material claims, the Company shall reimburse Executive for all of his reasonable attorney&#146;s fees and costs. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(ii)
<U>Remedies</U>. All remedies hereunder are cumulative, are in addition to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be
deemed to be an election of such remedy or to preclude the exercise of any other remedy. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(iii) <U>Waiver of Jury Trial</U>. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(g) <U>Amendment and Waiver</U>. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive and no course of conduct or failure or delay in enforcing
the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(h) <U>Notices</U>. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier,
mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other
person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after
deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If to the Company,
to: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Realogy Corporation </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">c/o
Apollo Management VI, L.P. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">9 West 57th Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT
FACE="Times New Roman" SIZE="2">New York, New York 10019 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Facsimile: (212)&nbsp;515-3288 </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Attention: Marc Becker </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-10- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">with a copy (which shall not constitute notice) to: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Wachtell, Lipton, Rosen&nbsp;&amp; Katz </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%;padding-bottom:3px;line-Height:95%; vertical-align:top"><FONT FACE="Times New Roman" SIZE="2">51 West 52</FONT><FONT FACE="Times New Roman" SIZE="1"><SUP>nd</SUP></FONT><FONT
FACE="Times New Roman" SIZE="2"> Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">New York, NY 10019 </FONT></P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="9%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Attention:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Steven A. Cohen, Esq.</FONT></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Igor Kirman, Esq.</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Facsimile:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">212.403.2000</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If to Executive, to: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT
FACE="Times New Roman" SIZE="2">Executive&#146;s home address most recently on file with the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">with a copy (which shall not
constitute notice) to: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Simpson Thacher&nbsp;&amp; Bartlett LLP </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">425 Lexington Avenue </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">New York, NY 10017
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Attention: Andrea K. Wahlquist, Esq. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(i) <U>Withholding</U>. The Company may withhold from any amounts payable or benefits to be provided to Executive under this Agreement or otherwise all Federal, state, city or other taxes and other amounts that the Company may reasonably
determine are required to be withheld pursuant to any applicable law or regulation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(j) <U>Survival of Representations, Warranties and
Agreements</U>. All representations, warranties and agreements contained herein shall survive this Agreement and the Employment Period indefinitely. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(k) <U>Effectiveness</U>. Notwithstanding the foregoing, none of Parent, the Company or its subsidiaries shall have any obligations to Executive or his beneficiaries under this Agreement, in the event Executive is
unable to perform his duties hereunder, including due to death or Disability or Executive commits an act that would constitute Cause, in each case prior to the closing of the Transaction, in which case this Agreement shall be of no force and effect.
Further, this Agreement shall be null and void and of no further effect in the event that the Merger Agreement is terminated or the Effective Date does not occur. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(l) <U>Descriptive Headings</U>. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. All references to a &#147;Section&#148; in this Agreement
are to a section of the Agreement unless otherwise noted. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(m) <U>Construction</U>. Where specific language is used to clarify by example a
general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(n)
<U>Code Section&nbsp;409A</U>. Notwithstanding anything herein or elsewhere to the contrary, to the extent Executive or the Company notifies the other that this Agreement may </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-11- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">result in Executive being subject to the penalties of Section&nbsp;409A of the Code, Executive and the Company agree to negotiate (and the Company shall
cause any affiliate to negotiate), in good faith alternatives to avoid such penalties. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-12- </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>IN WITNESS WHEREOF,</B> the parties hereto have executed this Agreement as of the date first written
above. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>REALOGY CORPORATION</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ David J. Weaving</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">David J. Weaving:</FONT></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">EVP and CAO</FONT></TD></TR>
</TABLE></DIV><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0">

<TR>
<TD WIDTH="19%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="80%"></TD></TR>
<TR>
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR>
<TD VALIGN="top" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>KEVIN J. KELLEHER</B></FONT></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Signature:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Kevin J. Kelleher</FONT></P></TD></TR>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B><U>Exhibit A </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B><U>Form of Release </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"><B>THIS RELEASE</B> (the &#147;<U>Release</U>&#148;) is entered into between
Kevin J. Kelleher (&#147;<U>Executive</U>&#148;) and Realogy Corporation, a Delaware corporation (&#147;<U>Realogy</U>&#148;), for the benefit of Realogy. The entering into and non-revocation of this Release is a condition to Executive&#146;s right
to receive the payments under Section&nbsp;4<B>[(a)][(b)]</B> of the employment agreement entered into by and between Executive and Realogy, dated as of April&nbsp;10, 2007 (the &#147;<U>Employment Agreement</U>&#148;). Capitalized terms used and
not defined herein shall have the meaning provided in the Employment Agreement. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Accordingly, Executive and Realogy agree as follows.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">1. In consideration for the payments and other benefits provided to Executive by the Employment Agreement, to which Executive is not
otherwise entitled, and the sufficiency of which Executive acknowledges, Executive represents and agrees, as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(a) Executive, for
himself, his heirs, administrators, representatives, executors, successors and assigns (collectively &#147;<U>Releasers</U>&#148;), hereby irrevocably and unconditionally releases, acquits and forever discharges and agrees not to sue Realogy or any
of its parents, subsidiaries, divisions, affiliates and related entities and its current and former directors, officers, shareholders, trustees, employees, consultants, independent contractors, representatives, agents, servants, successors and
assigns and all persons acting by, through or under or in concert with any of them (collectively &#147;<U>Releasees</U>&#148;), from all claims, rights and liabilities up to and including the date of this Release arising from or relating to
Executive&#146;s employment with, or termination of employment from, the Company, under the Employment Agreement and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions,
causes of actions, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected and any claims of wrongful discharge, breach of contract, implied contract, promissory estoppel,
defamation, slander, libel, tortious conduct, employment discrimination or claims under any federal, state or local employment statute, law, order or ordinance, including any rights or claims arising under Title VII of the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. &#167; 621 et seq. (&#147;<U>ADEA</U>&#148;), or any other federal, state or municipal ordinance relating to discrimination in employment. Nothing contained herein
shall restrict the parties&#146; rights to enforce the terms of this Release. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(b) To the maximum extent permitted by law, Executive agrees
that he has not filed, nor will he ever file, a lawsuit asserting any claims which are released by this Release, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in whole or in part on any
event, act, or omission which is the subject of this Release. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(c) This Release specifically excludes Executive&#146;s rights and
Realogy&#146;s obligations under Section&nbsp;8 of the Employment Agreement, the Benefit Plans, and the Equity Documents. Executive&#146;s entitlement to vested benefits under the Benefit Plans and the Equity </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-14- </FONT></P>


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<FONT FACE="Times New Roman" SIZE="2">Documents shall be determined in accordance with the provisions of the Benefit Plans or Equity Documents, as the case may be. Nothing contained in this
Release shall release Executive from his obligations, including any obligations to abide by restrictive covenants, under the Employment Agreement, the Equity Documents or the Benefit Plans that continue or are to be performed following termination
of employment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(d) Executive represents that he is not aware of any facts or circumstances that would give rise, based on his actions, to
any claims or lawsuits against Realogy or any Releasee. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(e) The parties agree that this Release shall not affect the rights and
responsibilities of the US Equal Employment Opportunity Commission (hereinafter &#147;<U>EEOC</U>&#148;) to enforce ADEA and other laws. In addition, the parties agree that this Release shall not be used to justify interfering with Executive&#146;s
protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC. The parties further agree that Executive knowingly and voluntarily waives all rights or claims (that arose prior to Executive&#146;s execution
of this Release) the Releasers may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, attorneys&#146; fees, experts&#146; fees) as a
consequence of any investigation or proceeding conducted by the EEOC. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">2. Executive acknowledges that Realogy has specifically advised him
of the right to seek the advice of an attorney concerning the terms and conditions of this Release. Executive further acknowledges that he has been furnished with a copy of this Release, and he has been afforded twenty-one (21)&nbsp;days in which to
consider the terms and conditions set forth above prior to this Release. By executing this Release, Executive affirmatively states that he has had sufficient and reasonable time to review this Release and to consult with an attorney concerning his
legal rights prior to the final execution of this Release. Executive further agrees that he has carefully read this Release and fully understands its terms. Executive understands that he may revoke this Release within seven (7)&nbsp;days after
signing this Release. Revocation of this Release must be made in writing and must be received by Marc Becker at Apollo Management, L.P., 9 West 57th Street, 43rd Floor, New York, NY 10019 within the time period set forth above. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">3. This Release will be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to any choice of law or
conflicting provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of Delaware to be applied. In furtherance of the foregoing, the internal law of the state
of Delaware will control the interpretation and construction of this agreement, even if under such jurisdiction&#146;s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. The provisions
of this Release are severable, and if any part or portion of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This Release shall become effective and enforceable on the eighth day following its
execution by Executive, provided he does not exercise his right of revocation as described above. If Executive fails to sign and deliver this Release or revokes his signature, this Release will be without force or effect, and Executive shall not be
entitled to the payment under Section&nbsp;4<B>[(a)][(b)]</B> of the Employment Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">-15- </FONT></P>

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