Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2008, the Compensation Committee of Ocwen’s Board of Directors approved an equity incentive program pursuant to which 8 members of the company’s senior management team were granted options to purchase a total of 6,840,000 shares of Ocwen’s common stock under the 2007 Equity Incentive Plan. Included as grant recipients were the following executive officers:

The options have an exercise price of $8.00 per share, which is approximately 40% higher than the closing price of the company’s stock on the day of the Committee’s approval. The vesting schedule for the options has a time-based component, in which 25% of the options vest in equal increments over four years, and a performance-based component, in which up to 75% of the options could vest in equal increments over four years commencing upon the achievement of certain performance criteria related to the company’s annualized rate of return and stock price. Two-thirds of the performance-based options would begin to vest over four years if the stock price realizes a compounded annual gain of at least 20% over the exercise price, so long as the stock price is at least double the exercise price. The remaining third of the performance-based options would begin to vest over four years if the stock price realizes a 25% gain, so long as it is at least triple the exercise price.