UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATIONInformation
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934
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ALTISOURCE PORTFOLIO SOLUTIONS S.A.
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(ALTISOURCE PORTFOLIO SOLUTIONS LOGO)
April 7, 2010
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend the Annual Meeting of Shareholders of Altisource Portfolio Solutions S.A. which will be held at the offices of the Company located at 2, rue Jean Bertholet, L-1233 Luxembourg, Grand Duchy of Luxembourg on Wednesday, May 19, 2010, at 9:00 a.m., Central European Time. The matters to be considered by shareholders at the Annual Meeting are described in detail in the accompanying materials.
It is very important that you be represented at the Annual Meeting regardless of the number of shares you own or whether you are able to attend the Annual Meeting in person. Let us urge you to complete your proxy card in one of the manners described in the accompanying materials even if you plan to attend the Annual Meeting. This will not prevent you from voting in person but will ensure that your vote is counted if you are unable to attend.
Your support of and interest in Altisource Portfolio Solutions S.A. are sincerely appreciated.
Sincerely,
-s- William C. Erbey
William C. Erbey
Chairman of the Board of Directors
-s- William B. Shepro
William B. Shepro
Chief Executive Officer and Director

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 19, 201018, 2011
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
ELECTION OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS COMPENSATION
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RELATED SHAREHOLDER MATTERS
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
APPOINTMENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (Proposal Two)
APPROVALOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF DELOITTE & TOUCHE LLP AND RATIFICATION OF SHARE REPURCHASE PROGRAM (Proposal Three)DELOITTE S.A. (TOGETHER “DELOITTE”) AS THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR 2011
RECEIPT OF THE DIRECTORS’ REPORTSREPORT (“RAPPORTSRAPPORT DE GESTION”) ON THE LUXEMBOURG STATUTORY ACCOUNTS FOR THE YEARSYEAR ENDED DECEMBER 31, 2009,2010
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007 (THE “DIRECTORS’ REPORTS”) (Proposal Four)2010
APPROVAL OF THE LUXEMBOURG STATUTORY ACCOUNTS FOR THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND DECEMBER 31, 20072010 AND ALLOCATION OF THE RESULTS OF THE YEARSYEAR ENDED DECEMBER 31, 2009,2010
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE LUXEMBOURG STATUTORY ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 20082010 AND ALLOCATION OF THE RESULTS OF THE YEAR ENDED DECEMBER 31, 2007 (Proposal Five)2010
DISCHARGE OF EACH OF THE CURRENT AND PAST DIRECTORS OF ALTISOURCE FOR THE PERFORMANCE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 20092010
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE DISCHARGE OF EACH OF THE CURRENT AND PAST DIRECTORS OF ALTISOURCE FOR THE PERFORMANCE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2010
ADVISORY VOTE ON EXECUTIVE COMPENSATION “SAY ON PAY”
ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE OPTION OF “EVERY THREE (3) YEARS” AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
ACCORDINGLY, SIGNED PROXIES RETURNED WITHOUT SPECIFIC VOTING DIRECTIONS WILL BE VOTED FOR A FREQUENCY OF THREE YEARS
APPROVAL OF CHANGE IN DIRECTORS’ COMPENSATION
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF A CHANGE IN DIRECTORS’ COMPENSATION
BUSINESS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SHAREHOLDER PROPOSALS
ANNUAL REPORTS
OTHER MATTERS

(ALTISOURCE LOGO)
April 6, 2011
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend the Annual Meeting of Shareholders of Altisource Portfolio Solutions S.A. which will be held at the offices of the Company located at 291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg on Wednesday, May 18, 2011, at 9:00 a.m., Central European Time. The matters to be considered by shareholders at the Annual Meeting are described in detail in the accompanying materials.
It is very important that you be represented at the Annual Meeting regardless of the number of shares you own or whether you are able to attend the Annual Meeting in person. We urge you to complete your proxy card in one of the manners described in the accompanying materials even if you plan to attend the Annual Meeting. This will not prevent you from voting in person but will ensure that your vote is counted if you are unable to attend.
Your support of and interest in Altisource Portfolio Solutions S.A. is sincerely appreciated.
Sincerely,
William C. Erbey
Chairman of the Board of Directors
William B. Shepro
Chief Executive Officer and Director

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
2, rue Jean Bertholet
L-1233
291, route d’Arlon
L-1150 Luxembourg
City
Grand Duchy of Luxembourg

R.C.S. Luxembourg B. 72.391
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 19, 201018, 2011
NOTICE
Our Annual Meeting of Shareholders (“Annual Meeting”) will be held:
   
Date: Wednesday, May 19, 201018, 2011 
Time: 9:00 a.m., Central European Time
Location: Altisource Portfolio Solutions S.A.
2, rue Jean Bertholet
L-1233
291, route d’Arlon
L-1150 Luxembourg
City
Grand Duchy of Luxembourg
PURPOSE
To elect five (5) Directors for a one (1) year term and/or until their successors are elected and qualified;
PURPOSE
 •To elect five (5) Directors for a one (1) year termand/or until their successors are elected and qualified;
• To ratify the appointment by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as theto be our independent external auditor of Altisource Portfolio Solutions S.A.registered certified public accounting firm for the financial year ending December 31, 2010;2011 and Deloitte S.A. to be our certified auditor for all statutory accounts as required by Luxembourg law for the same period;
 •To approve a share repurchase program whereby Altisource Portfolio Solutions S.A. may purchase outstanding shares of its common stock within certain limits;
• To receive the Directors’ reports (“rapports de gestion”)report on the Luxembourg statutory accounts(“Directors Report”)for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007 (the“Directors’ Reports”);2010;
 • To approve the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007 (the2010(“Annual Statutory Accounts”)) and to allocate the results of the years ended December 31, 2009, December 31, 2008 and December 31, 2007;
• To discharge each of the current and past Directors of Altisource Portfolio Solutions S.A. for the performance of their mandate during the year ended December 31, 2009 and2010;
To discharge each of the current and past Directors of Altisource Portfolio Solutions S.A. for the performance of their mandate during the year ended December 31, 2010;
To approve, on an advisory (non-binding) basis, the compensation of Altisource’s named executive officers as disclosed in the Proxy Statement (“Say-on-Pay”);
To hold an advisory vote as to the frequency that an advisory vote on executive compensation should be presented to the shareholders;
To approve a change in our Directors’ compensation; and
To transact such other business as may properly come before the meeting and any adjournment of the meeting.

PROCEDURES
Our Board of Directors has fixed March 15, 2011 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.
Only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
 •To transact such other business as may properly come before the meeting and any adjournment of the meeting.
PROCEDURES
• Our Board of Directors has fixed March 15, 2010 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.
• Only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting.
• The proxy statement for our 20102011 Annual Meeting of Shareholders and our annual report to shareholders onForm 10-K for the year ended December 31, 20092010 are available on our website at www.altisource.com under Investor Relations. Additionally, and in accordance with Securities and Exchange Commission rules, you may access our proxy statement athttp://www.proxyvote.com, a

website that does not identify or track visitors of the site, by entering the 12 digit Control Number found on your Beneficial Notice Card or on your Proxy Card in the space provided.
The Directors’ Report and the draft Annual Statutory Accounts are available for inspection at Altisource Portfolio Solutions S.A.’s registered office.
• The Directors’ Reports and the draft Annual Statutory Accounts are available for inspection at the Altisource Portfolio Solutions S.A.’s registered office.
By Order of the Board of Directors,
/s/  Kevin J. Wilcox
Kevin J. Wilcox

Secretary
April 7, 2010
6, 2011
Luxembourg City, Grand Duchy of Luxembourg

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
PROXY STATEMENT
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
General Information
We have made this proxy statement available to you on or about April 7, 20106, 2011 as a holder of common stockCommon Stock of Altisource Portfolio Solutions S.A. because our Board of Directors is soliciting your proxy to be used at our Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment of this meeting. The Annual Meeting will be held at our offices located at 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg on Wednesday, May 19, 2010,18, 2011, at 9:00 a.m., Central European Time for the purposes listed in the Notice of Annual Meeting of Shareholders.
How a Proxy Works
If you properly complete, sign and return your proxy to Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”) and do not revoke it prior to its use, it will be voted in accordance with your instructions. If no contrary instructions are given, other than as discussed below with respect to broker “non-votes”, each proxy received will be voted:
for each of the nominees for Director;
 •for each of the nominees for Director;
• for ratification of the appointment of Deloitte & Touche LLP asto be our independent registered certified public accounting firm for 2010;2011 and Deloitte S.A. to be our certified auditor for all statutory accounts as required by Luxembourg law for the same period;
 •for approval of the share repurchase program whereby Altisource may purchase outstanding shares of its common stock (“Common Stock”);
• for approval of the Directors’ reportsreport (“rapportsrapport de gestion”) on the Luxembourg statutory accounts for the years ended December 31, 2009, December 31, 2008 and December 31, 2007;
• for approval of the Luxembourg statutory accounts for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 and to allocate the results of the years ended December 31, 2009, December 31, 2008 and December 31, 2007;
• for approval of the discharge of each of the current and past Directors of Altisource for the performance of their mandate during the year ended December 31, 2009 and
• with regard to any other business that properly comes before the meeting in accordance with the best judgment of the persons appointed as proxies.2010;
for approval of the Luxembourg statutory accounts for the year ended December 31, 2010 and to allocate the results of the year ended December 31, 2010;
for approval of the discharge of each of the current and past Directors of Altisource for the performance of their mandate during the year ended December 31, 2010;
for approval, on an advisory basis, of the compensation of Altisource’s named executive officers as disclosed in the Proxy Statement (“Say-on-Pay”);
for every three years to be the frequency that an advisory vote on executive compensation should be presented to the shareholders;
for approval of a change in our Directors’ compensation; and
with regard to any other business that properly comes before the meeting in accordance with the best judgment of the persons appointed as proxies.
How to Revoke a Proxy
Your proxy may be used only at the Annual Meeting and any adjournment of this meeting and will not be used for any other meeting. You have the power to revoke your proxy at any time before it is exercised by:
filing written notice with our Corporate Secretary at the following address:
• filing written notice with our Corporate Secretary at the following address:
Kevin J. Wilcox, Corporate Secretary
Altisource Portfolio Solutions S.A.
2, rue Jean Bertholet291, route d’Arlon
L-1233L-1150 Luxembourg City,
Grand Duchy of Luxembourg
• submitting a properly executed proxy bearing a later date or
• appearing at the Annual Meeting and giving the Corporate Secretary notice of your intention to vote in person.

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submitting a properly executed proxy bearing a later date; or
appearing at the Annual Meeting and giving the Corporate Secretary notice of your intention to vote in person.
Who May Vote
You are entitled to vote at the Annual Meeting or any adjournment of the Annual Meeting if you are a holder of record of our Common Stock at the close of business on March 15, 2010.2011. At the close of business on March 15, 2010,2011, there were 25,172,84624,864,200 shares of Common Stock issued, outstanding and able to be voted and no other class of equity securities outstanding. Each share of our Common Stock is entitled to one (1) vote at the Annual Meeting on all matters properly presented.
Abstentions and broker “non-votes” will be treated as present for purposes of a quorum.
Quorum and Voting Information
The presence at the Annual Meeting of a majority of the votes of our Common Stock entitled to be cast, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
Assuming a quorum, the five (5) nominees for Director will be elected as Directors of Altisource so long as the votes cast in favor of each such person exceedsexceed the votes cast to withhold authority for such person. You may vote in favor of or withhold authority to vote for one (1) or more nominees for Director. The proposal to approve the appointment of Deloitte & Touche LLP asto be our independent registered certified public accounting firm for 2010,2011 and Deloitte S.A. to be our certified auditor for all statutory accounts as required by Luxembourg law for the proposal to approve the share repurchase program whereby Altisource may purchase outstanding shares of its Common Stock,same period, the proposal to approve the Directors’ reports (report (““rapportsrapport de gestion”gestion”) on the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007,2010, the proposal to approve the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 20072010 and to allocate the results of the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007,2010, the proposal to approve the discharge allof each of the current and past Directors of Altisource for the performance of their mandate during the yearsyear ended December 31, 20092010, the advisory vote to approve the compensation of Altisource’s named executive officers as disclosed in the Proxy Statement (Say-on-Pay), the proposal to approve the change in Directors’ compensation and any other matter properly submitted for your consideration at the Annual Meeting (other than the election of Directors), will be approved if the votes cast in favor of the action exceed the votes cast opposing the action. The advisory vote on the frequency that an advisory vote on executive compensation should be presented to the shareholders will be determined based on the frequency that receives the most votes.
Abstentions and broker “non-votes” will not be counted in determining the votes cast in connection with the foregoing matters. A broker “non-vote” occurs when a shareholder has not provided voting instructions to the broker on a non-routine item. In such cases, the NASDAQ Stock Market precludes brokers from giving a proxy to vote on non-routine items.
While our Board of Directors intends to carefully consider the shareholder votes resulting from the Say on Pay and Frequency proposals, the final votes will not be binding on us and are advisory in nature.
If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will need to follow the directions your bank or brokerage firm provides you. You will receive a Notice of Internet Availability of Proxy Materials that will tell you how to access our proxy materials and vote your shares via the Internet. It also will tell you how to request a paper ore-mail copy of our proxy material. Please contact your bank or brokerage firm for further information.


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ELECTION OF DIRECTORS

(Proposal One)
Our Articles of Association provide that our Board of Directors shall consist of no less than three (3) and no more than eight (8)seven (7) members with the exact number to be fixed by our Board of Directors.
We will propose the five (5) nominees listed below for election as Directors at the Annual Meeting. All nominees other than Mrs. Andresen-KienzMr. Linn currently serve as our Directors. There are no arrangements or understandings between any nominee and any other person for selection as a nominee.
If any nominee is unable or unwilling to stand for election at the time of the Annual Meeting, the person or persons appointed as proxies will nominate and vote for a replacement nominee or nominees recommended by our Board of Directors. At this time, our Board of Directors knows of no reason why any of the nominees would not be able or willing to serve as Director if elected.
Nominees for Director
The following table sets forth certain information concerning our nominees for Director:
                         
            Nomination/
    Director
 Executive
 Audit
 Compensation
 Governance
Name
 Age(1) Since Committee Committee Committee Committee
 
William C. Erbey  60   2009   X(2)          X(2)
William B. Shepro  40   2009   X             
Roland Müller-Ineichen  49   2009       X(2)  X   X 
Timo Vättö  45   2009       X   X   X 
Silke Andresen-Kienz  52   2010       X   X   X 
                         
                      Nomination/ 
     Director  Executive  Audit  Compensation  Governance 
Name Age(1)  Since  Committee  Committee  Committee  Committee 
William C. Erbey  61   2009   X(2)          X(2)
William B. Shepro  41   2009   X             
Roland Müller-Ineichen  50   2009       X(2)  X   X 
Timo Vättö  46   2009       X   X(2)  X 
W. Michael Linn  62   2011(3)      X   X     
(1)As of March 15, 2010
2011
(2)Committee Chairman for 2009. 2010
(3)Mr. DeNormandie servedLinn will serve as Committee Chairman fora Director on the Compensation Committee for 2009.Committees indicated if he is elected at the Annual Meeting.
The principal occupation for the last five (5) years and additional biographical information of each Director of Altisource is set forth below.
All our Directors bring to Altisource’s Board of Directors a wealth of executive leadership experience derived from their service as executives of large corporations.
William C. Erbey.Mr. Erbey was appointed as the Chairman of the Board of Altisource in July 2009. He has served as the Chairman of the Board of Directors of Ocwen Financial Corporation (“Ocwen”), Altisource’s former parent company, since September 1996 and as the Chief Executive Officer of Ocwen sincefrom January 1988.1988 to October 2010. He served as the President of Ocwen from January 1988 to May 1998. From 1983 to 1985, Mr. Erbey served as a Managing General Partner of The Oxford Financial Group, a private investment partnership that was the predecessor of Ocwen. He is also the founder and Chairman of Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company, formed in December 2010 to acquire mortgage servicing assets. From 1975 to 1983, Mr. Erbey served at General Electric Capital Corporation in various capacities, most recentlyincluding as the President and Chief Operating Officer of General Electric Mortgage Insurance Corporation, Program and General Manager of the Commercial Financial Services Department and President of Acquisition Funding Corporation. He holds a Bachelor of Arts in Economics from Allegheny College and a Masters of Business Administration from Harvard University.

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Mr. Erbey’s extensive experience as the Chairman and Chief Executive Officer of Ocwen demonstrates his leadership capability and business acumen. His experience in the mortgage services industry brings valuable financial, operational and strategic expertise to our Board of Directors.
William B. Shepro.Shepro. Mr. Shepro was appointed Chief Executive Officer and to the Board of Altisource in July, 2009. Mr. Shepro serves as a Director and Chief Executive Officer of Altisource. Mr. Shepro previously served as the President and Chief Operating Officer of Ocwen Solutions at Ocwen. He previously served as President of Global Servicing Solutions, LLC, a joint venture between Ocwen and Merrill Lynch, from 2003 until 2009. Mr. Shepro also held the positions of Senior Vice President of Ocwen Recovery Group and Senior Vice President,


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Director and Senior Manager of Commercial Servicing and Counsel in the Law Department since joiningat Ocwen. He joined Ocwen in 1997. Mr. Shepro serves on the Boards of Altisource and certain subsidiaries. He holds a Bachelor of Science in Business from Skidmore College and a Juris Doctorate from the Florida State University College of Law.
Mr. Shepro’sday-to-day leadership and intimate knowledge of our business and operations provides the Board of Directors with Company-specific experience and expertise. Furthermore, Mr. Shepro’s legal background and operational experience in the residential and commercial mortgage servicing industries provides the Board of Directors with valuable strategic and operational insights.
Roland Müller-Ineichen.Mr. Müller-Ineichen was appointed to the Board of Altisource in July, 2009. He also serves on the Board of Directors of Bank Arner SA, a provider of private banking services based in Lugano, Switzerland and on the Board of Directors of Absolute Private Equity AG, a Switzerland-based investment company. Mr. Müller-Ineichen most recently served as a Partner with KPMG Switzerland and KPMG Europe LLP where he served as lead partner on the audits of national and international Banks, Security Dealers and Fund Management Companies. Mr. Müller-Ineichen began working in the Zurich office of KPMG in June 1995 as a Senior Manager in the audit department banking and financial services and served as a Partner from January 1999 until his retirement in December 2008. Prior to KPMG, Mr. Müller-Ineichen progressed through various audit and managerial roles with Switzerland based financial institutions. Mr. Müller-Ineichen is a Swiss Certified Public Accountant. He completed a commercial and banking business apprenticeship with UBS in 1980. Mr. Müller-Ineichen holds a Business Commerce degree.
Mr. Müller-Ineichen’s past employment experience provides the Board of Directors with accounting expertise, and his experience in the financial services industry provides the Board of Directors with valuable strategic and financial insights. Furthermore, Mr. Müller-Ineichen is financially literate and qualifies as a financial expert as required by NASDAQ listing standards.
Timo Vättö.Mr. Vättö was appointed to the Board of Altisource in August, 2009. He is the founder and owner of Vättö Management Services AG, a provider of independent corporate advisory services to corporations, institutional investors and private families, which was founded in November 2008. Previously, Mr. Vättö was employed by Citigroup in Switzerland and the U.S. for almost twenty years in senior client coverage and business head roles within the client franchise management and business origination functions for Corporate and Investment Banking, most recently as Head of Swiss Investment Banking. In addition from 2004 to 2009, Mr. Vättö served as a member of the Board of Directors, including as a member of the Audit Committee, of Citibank (Switzerland) AG, part of Citigroup’ s Wealth Management Business. Mr. Vättö holds a Master of Science, Economics and Business Administration from the University of Tampere (Finland).

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Mr. Vättö’s experience with Vättö Management Services AG and Citigroup makes him financially literate as required pursuant to the NASDAQ listing standards, and his knowledge of the financial services industry provides the Board of Directors with subject matter expertise.
Silke Andresen-Kienz.W. Michael Linn.  Mrs. Andresen-KienzMr. Linn currently serves on the Board of Directors and as President and Chief Executive Officer of Greensleeves LLC, where he focuses on increasing the use of alternative energy to power buildings. He also serves on the Board of Directors of National Lime & Stone and is a private investor in energy related industries. Mr. Linn previously served on the Managing DirectorBoard of North Channel Bank. Prior to joining North Channel Bank in December, 2009, Mrs. Andersen-Kienz served as Managing Director of Ocwen Germany Holdings GmbH, a wholly owned subsidiaryDirectors of Ocwen Financial Corporation from August 2002 to May 2008 and the General Partner of Bankhaus Oswald Kruber GmbH & Co. KG (“BOK”), where she was responsible for the business operations of BOK, from 2006 to 2009. From 2000 to 2006, Mrs. Andresen-Kienz served as Director of the Executive BoardVice President of Sales and General ManagerMarketing of Wohnungsbaukredtianstalt, a public bank for real estate financing in Hamburg, Germany. Mrs. Andresen-Kienz has many years’ experience in organizing banking business processes with a specific expertise in organization, information technology, project management, credit monitoring, risk management and regulatory requirements. Mrs. Andresen-Kienz holds a Masters Degree of National EconomicsOcwen from the University of Hamburg (Germany).
Mrs. Andresen-Kienz’s extensive experience in the financial services and real estate financing industries providesFebruary 2004 to May 2007. Prior to joining Ocwen, Mr. Linn served on the Board of Directors and as the Executive Vice President of Sales and Marketing of Solomon Software, Inc., a corporation now owned by Microsoft Corporation. He has also served on the Board of Directors and as President and CEO of Saunders, Inc., a venture backed, privately held financial services and technology solutions company. Mr. Linn graduated from Harvard College in 1970 with valuable insights. Furthermore, hera Bachelor of Arts and earned a Masters of Business Administration from Harvard Business School in 1973.
Mr. Linn’s extensive experience in rolling out emerging technologies and in the banking industry makes her financially literate as required by the NASDAQ listing standards.development of strategic relationships brings valuable operational sales and strategic expertise to our Board of Directors.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Meetings of the Board of Directors
The Board of Directors plays an active role in overseeing management and representing the interests of the shareholders. Directors are expected to attend all Board meetings, the meetings of committees on which they serve and the Annual Meeting of Shareholders. Directors are also consulted for advice and counsel between formal meetings.
Following the separation of Altisource from Ocwen, ourOur Board of Directors held one (1) meetingsix (6) meetings during 2009.2010. Each incumbent Director attended this meeting and eachat least 75% of these meetings as well as the meetings held by all committeesCommittees of our Board of Directors on which hethey served during the period. Although we do not have a formal policy regarding Director attendance at the Annual Meeting, our Directors are expected to attend.
All of the incumbent members of our Board of Directors attended our 2010 Annual Meeting.
Independence of Directors
Our Corporate Governance Guidelines provide that our Board of Directors must be comprised of a majority of Directors who qualify as independent Directors under the listing standards of the NASDAQ Stock Market and applicable law.
Our Board of Directors annually reviews the direct and indirect relationships that we have with each Director. The purpose of this review is to determine whether any such transactions or relationships are inconsistent with a determination that the Director is independent. Only those Directors who are determined by our Board of Directors to have no material relationship with Altisource are considered independent. This determination is based in part on the analysis of questionnaire responses that follow the independence standards and qualifications established by the NASDAQ Stock Market and applicable law. Our current Board of Directors has determined Mr. Müller-Ineichen, Mr. Vättö and Mrs. Andresen-Kienz are independent Directors. The Board of Directors also considered sharesconsiders beneficial ownership of our Common Stock beneficially owned by each of the Directors, as set forth under “Security Ownership of Certain Beneficial Owners and Related Shareholder Matters,”Matters”, although our Board of Directors generally believes that stock ownership tends to further align a Director’s interests with those of our other shareholders.
Our current Board of Directors has determined that Mr. Müller-Ineichen, Mr. Vättö and Mrs. Andresen-Kienz are independent Directors and Mr. Linn will be an independent Director if he is elected.
Board Leadership Structure
Our Board of Directors has no fixed policy with respect to the separation of the offices of Chairman of the Board of Directors and Chief Executive Officer. Our Board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interests of the Company and our shareholders at any given time. The Board of Directors currently believes that separating the positions of Chief Executive Officer and Chairman is the best structure to fit the Company’s needs. As our Chief Executive Officer, Mr. Shepro is responsible for our day-to-day operations and for formulating and executing our long-term strategies in collaboration with the Board. As Chairman of the Board, Mr. Erbey leads the Board and oversees Board meetings and the delivery of information necessary for the Board’s informed decision-making.
Committees of the Board of Directors
Our Board of Directors has established an Executive Committee, an Audit Committee, a Compensation Committee and a Nomination/Governance Committee. A brief description of these Committees is provided below.
Executive Committee.Our Executive Committee is generally responsible to act on behalf of our Board of Directors during the intervals between meetings of our Board of Directors. On September 22, 2009, our Board of Directors authorized the Committee to approveand/or to designate in writing certain individuals to approve ordinary course of business actions that are required to be documented by counter parties but do not require action by the Board of Directors or its Committees. Such actions would include approving, signing and executing checks and electronic funds transmissions, dissolving or merging our wholly-owned subsidiaries and performing such other ministerial actions on such terms, conditions and limits as the Committee deems appropriate in its sole discretion. In 2009,2010, no transactions were approved in this manner on behalf of the Board of Directors.

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Audit Committee.The Audit Committee of our Board of Directors oversees the relationship with our independent registered certified public accounting firm, reviews and advises our Board of Directors with respect to reports by our independent registered certified public accounting firm and monitors our compliance with laws and regulations applicable to our operations including the evaluation of significant matters relating to the financial reporting process and our system of internal accounting controls and the review of the scope and results of the annual audit conducted by the independent registered certified public accounting firm. Each member of our Audit Committee, including our Director nominee, Mr. Linn, is independent as defined in regulations adopted by the Securities and Exchange Commission and the listing standards of the NASDAQ Stock Market. Our Board of Directors has


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determined that all members of our Audit Committee are financially literate. Further,Furthermore, our Board of Directors has determined that Mr.Messrs. Müller-Ineichen possessesand Vättö possess accounting or related financial management expertise within the meaning of the listing standards of the NASDAQ Stock Market and qualifiesqualify as an audit committee financial expertexperts as that term is defined in Securities and Exchange Commission rules implementing requirements of the Sarbanes-Oxley Act of 2002.rules. Our Audit Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website at www.altisource.com and is available in print to any shareholder who requests it. This Committee met two (2)five (5) times during 2009.2010.
Compensation Committee.The Compensation Committee of our Board of Directors oversees our compensation and employee benefit plans and practices. Our Compensation Committee also evaluates and makes recommendations to our Board of Directors for human resource and compensation matters relating to our executive officers. The Compensation Committee reviews with the Chief Executive Officer and Chief Administration Officer and subsequently approves all executive compensation plans, any executive severance or termination arrangements and any equity compensation plans that are not subject to shareholder approval. The Compensation Committee also has the power to review our other compensation plans, including the goals and objectives thereof and to recommend changes to these plans to our Board of Directors. The Compensation Committee shares jurisdiction with our full Board of Directors over the administration of grants under the 2009 Equity Incentive Plan. The Compensation Committee has the authority to retain independent counsel or other advisers as it deems necessary in connection with its responsibilities at our expense. The Compensation Committee may request that any of our Directors, officers or employees, or other persons attend its meetings to provide advice, counsel or pertinent information as the committee requests.
The members of the Compensation Committee for 20092010 were Messrs. Müller-Ineichen and Vättö and DeNormandie.Mrs. Andresen-Kienz. If elected, Mr. Linn will replace Mrs. Andresen-Kienz as a member of the Compensation Committee following the Annual Meeting. Each member of the Compensation Committee is independent as defined in the listing standards of the NASDAQ Stock Market. While we have no specific qualification requirements for members of the Compensation Committee, our members have knowledge and experience regarding compensation matters as developed through their respective business experience in both management and advisory roles including general business management, executive compensation and employee benefits experience. We feel that their collective achievements and knowledge provide us with extensive diversity in experience, culture and viewpoints. The Corporate Secretary develops the meeting calendar for the year based on committee member availability and other relevant events within our Company calendar. Compensation Committee meeting agendas are generally developed by our Corporate Secretary and our Compensation Committee Chairman. The Compensation Committee generally meets in executive session at each scheduled meeting.
Our Compensation Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our website at www.altisource.com and is available in print to any shareholder who requests it. This Committee did not meetmet four (4) times in 2009.2010. On an annual basis, the Compensation Committee evaluates its performance under theits charter to ensure that it appropriately addresses the matters that are within the scope of Committee responsibility. When necessary, the Compensation Committee recommends amendments to its charter to the Board of Directors for approval. The charter was last reviewed and approved by the Board of DirectorsCompensation Committee in September 2009.January 2011.

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Certain executives are involved in the design and implementation of our executive compensation programs, including the Chief Executive Officer and Chief Administration Officer, who may be present at Compensation Committee meetings. These executives annually review the performance of each executive officer (other than the Chief Executive Officer whose performance is reviewed by the Compensation Committee with consultation of the Chairman) and present their conclusions and recommendations regarding incentive award amounts to the Compensation Committee for its consideration and approval. The Committee can exercise its discretion in accepting, rejectingand/or modifying any such executive compensation recommendations; however, executive compensation matters are generally delegated to the Chief Executive Officer and Chief Administration Officer for development and execution.
Compensation Committee Interlocks and Insider Participation.Participation.No member of the Compensation Committee was at any time during the 20092010 fiscal year or at any other time an officer or employee of the Company and no member had any relationship with us requiring disclosure under Item 404 of Securities and


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Exchange CommissionRegulation S-K. None of our executive officers has served on the Board of Directors or compensation committee of any other entity that has or had one (1) or more executive officers who served as a member of our Board of Directors or our Compensation Committee during the 20092010 fiscal year.
Nomination/Governance Committee.The Nomination/Governance Committee of our Board of Directors makes recommendations to our Board of Directors of individuals qualified to serve as Directors and committee members for our Board of Directors; advises our Board of Directors with respect to Board of Directors composition, procedures and committees; develops and presents our Board of Directors with a set of corporate governance principles and oversees the evaluation of our Board of Directors and our management. Other than Mr. Erbey, each member of our Nomination/Governance Committee is independent as defined in the listing standards of the NASDAQ Stock Market. The Board of Directors found that, on the basis of the limited and exceptional circumstance described below,circumstances, Mr. Erbey’s membership on the Nomination/Governance Committee is required byin the best interests of Altisource and its shareholders. In making thethis finding of limited and exceptional circumstances, the Board found that the limited size of the Board of Directors immediately following the separation from Ocwen, necessitatedas well as Mr. Erbey’s extensive management and industry domain experience necessitated his inclusion on the Nomination/Governance Committee for a limited period of time.Committee. Our Nomination/Governance Committee operates under a written charter approved by our Board of Directors, a copy of which is available on our web site at www.altisource.com and is available in print to any shareholder who requests it. This Committee did not meetmet three (3) times in 2009.
2010.
It is the policy of our Nomination/Governance Committee to consider candidates for Director recommended by you, our shareholders. In evaluating all nominees for Director, our Nomination/Governance Committee takes into account the applicable requirements for Directors under the Securities Exchange Act of 1934, as amended, and the listing standards of the NASDAQ Stock Market. In addition, our Nomination/Governance Committee takes into account our best interests as well as such factors as knowledge, experience, skills, expertise, diversity and the interplay of the candidate’s experience with the background of other members of our Board of Directors. ThePursuant to the Company’s Diversity Policy, the Nomination/Governance Committee viewsconsiders diversity when it recommends Director nominees to the Board of Directors, viewing diversity in an expansive way to include differences in prior work experience, view point,viewpoint, education and skills. skill set. In particular, the Nomination/Governance Committee considers diversity in professional experience, skills, expertise, training, broad-based business knowledge and understanding of the Company’s business environment when recommending Director nominees to the Board of Directors, with the objective of achieving a board with diverse business, educational, and individual backgrounds that, when combined, provide a portfolio of experience and knowledge that will serve the Company’s governance and strategic needs. The Nomination/Governance Committee reviews the skills and attributes of Directors within the context of the current make-up of the full Board of Directors periodically as the Nomination/Governance Committee deems appropriate. The Nomination/Governance Committee does not discriminate against Director candidates based on race, color, religion, sex, sexual orientation or national origin.
The Nomination/Governance Committee regularly assesses the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are anticipated. Various potential candidates for Director are then identified. Candidates may come to the attention of the Nomination/Governance Committee through current Board of Directors members, professional search firms, shareholders or industry sources.
In evaluating the candidate, the Nomination/Governance Committee will consider factors other than the candidate’s qualifications including the current composition of the Board of Directors, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other prospective nominees.

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In connection with this evaluation, the Nomination/Governance Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Nomination/Governance Committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the Nomination/Governance Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors. The Board of Directors determines the nominees after considering the recommendation and report of the Nomination/Governance Committee. Should you recommend a candidate for Director, our Nomination/Governance Committee would evaluate such candidate in the same manner that it evaluates any other nominee. To date, no shareholder or group of shareholders owning more than 5% of our Common Stock has put forth any Director nominees.
If you want to recommend persons for consideration by our Nomination/Governance Committee as nominees for election to our Board of Directors, you can do so by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg. You should provide each proposed nominee’s name, biographical data and qualifications. Your recommendation should also include a written statement from the proposed nominee consenting to be named as a nominee and, if nominated and elected, to serve as a Director. For consideration at the 20112012 Annual Meeting, we must receive your recommendations by November 1, 2010.2011.


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Corporate Governance Guidelines
The Corporate Governance Guidelines adopted by our Board of Directors provide guidelines for us and our Board of Directors to ensure effective corporate governance. The Corporate Governance Guidelines cover topics such as: Director qualification standards, Board of Directors and committee composition, Director responsibilities, Director access to management and independent advisors, Director compensation, Director orientation and continuing education, management succession and annual performance appraisal of the Board of Directors.
Our Nomination/Governance Committee will reviewreviews our Corporate Governance Guidelines at least once a year and, if necessary, recommends changes to our Board of Directors. Our Corporate Governance Guidelines are available on our web site at www.altisource.com and are available to any shareholder who requests them by writing to our Corporate Secretary at Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet,L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg.
Executive Sessions of Non-Management Directors
Non-management Directors met in executive session without management one (1) timefive (5) times during 2009.
2010.
Communications with Directors
If you desire to contact our Board of Directors or any individual Director regarding Altisource, you may do so by mail addressed to our Corporate Secretary at Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg. Communications received in writing are distributed to our Board of Directors or to individual Directors, as appropriate, depending on the facts and circumstances outlined in the communication received.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our Directors, officers and employees as required by the NASDAQ Stock Market rules. Any waivers from the Code of Business Conduct and Ethics for Directors or executive officers must be approved by our Board of Directors or a Board committee and must be promptly disclosed to you. We have also adopted a Code of Ethics for Senior Financial Officers that applies to our Chief Executive Officer and our Chief Financial Officer. The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers are available on our website at www.altisource.com and are available to any shareholder who requests a copy by writing to our Corporate Secretary at 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg. Any amendments to the Code of Business Conduct and Ethics or the Code of Ethics for Senior Financial Officers, as well as any waivers that are required to be disclosed under the rules of the Securities and Exchange Commission or the NASDAQ Stock Market, will be posted on our website.

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Risk Management and Oversight Process
The entire Board of Directors and each of its committees are involved in overseeing risk associated with Altisource. The Board of Directors and the Audit Committee monitor Altisource’s credit risk, liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management and internal and external auditors. In its periodic meetings with the internal auditors, and the independent accountants, the Audit Committee discusses the scope and plan for the internal audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs. In its periodic meetings with the external auditors, the Audit Committee discusses the external audit scope, the external auditors’ responsibility under the Standards of the Public Company Accounting Oversight Board (“PCAOB”), accounting policies and practices and other required communications. The Board of Directors and the Nomination/Governance Committee monitor Altisource’s governance and succession risk by regular review with management. The Board of Directors and the Compensation Committee monitor Altisource’s compensation policies and related risks by regular reviews with management. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Chairman, the Board and its Committees providing oversight in connection with these efforts.


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BOARD OF DIRECTORS COMPENSATION
The following table discloses compensation received by each non-management member of our Board of Directors who served as a Director during fiscal year 2009.2010. Our management Directors do not receive an annual retainer or any other compensation for their service on the Board of Directors.
                 
  Fees Earned
  Stock
  All Other
    
Name
 Or Paid in Cash  Awards  Compensation  Total 
 
Roland Müller-Ineichen $32,083  $0  $0  $32,083 
Timo Vättö $15,000  $0  $0  $15,000 
Robert L. DeNormandie(1) $16,667  $0  $0  $16,667 
William C. Erbey $39,167  $0  $0  $39,167 
                 
  Fees Earned      All Other    
Name Or Paid in Cash  Stock Awards(1)  Compensation  Total 
Roland Müller-Ineichen $49,875  $45,000  $0  $94,875 
Timo Vättö $46,083  $45,000  $0  $91,083 
Robert L. DeNormandie(2)
 $18,333  $45,000  $0  $63,333 
William C. Erbey $95,000  $45,000  $0  $140,000 
Silke Andresen-Kienz(3)
 $25,000  $0  $0  $25,000 
(1)Aggregate fair value as of the grant date in accordance with ASC 718.
(2)Mr. DeNormandie isdid not seeking reelectionseek re-election to the Board of Directors.Directors in May, 2010.
(3)Mrs. Andresen-Kienz was elected to the Board of Directors in May, 2010, but has announced that she will not seek re-election at the 2011 Annual Meeting.
Cash Compensation
We provide the following cash compensation to our non-management Directors in quarterly installments:
an annual retainer of $40,000;
• an annual retainer of $40,000;
• an additional $50,000 to the Chairman of the Board;
• an additional $12,500 to the Audit Committee chairperson;
• an additional $5,000 to all committee chairpersons (other than the Audit Committee chairperson) and
• an additional $5,000 to all Audit Committee members.
an additional $50,000 to the Chairman of the Board;
an additional $12,500 to the Audit Committee chairperson;
an additional $5,000 to all committee chairpersons (other than the Audit Committee chairperson) and
an additional $5,000 to all Audit Committee members.

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Other Compensation Issues
Any Director compensation may be prorated for a Director serving less than a full one-year term as in the case of a Director joining the Board of Directors after an annual meeting of shareholders. Directors are reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board of Directors and its committees. Under Luxembourg law and our Articles of Association, Directors’ compensation is subject to review and adjustment by the shareholders from time to time.
As part of Director compensation, non-Managementnon-management Directors receive shares of Common Stock of Altisource with a fair market value of $45,000. “Fair Market Value” is defined as the average of the high and low prices of the Common Stock as reported on the NASDAQ Stock Exchange on the award date. Equity compensation is paid for the prior year of service after the annual organizational meeting of the Board of Directors which immediately follows the Annual Meeting of Shareholders. Shares will be awarded if the Director attends an aggregate of at least 75% of all meetings of the Board of Directors and committees thereof of which the Director is a member during the award period.
Proposal for Change in Compensation
In 2010, the Company engaged Exequity LLP (“Exequity”) to assist in analyzing the competitiveness of its pay levels for non-management Directors and in identifying peer group companies. Please see “Compensation Discussion and Analysis” for more information on the use of Exequity and our peer groups.
Based on a review of data provided by Exequity, the Compensation Committee concluded that the compensation of our Directors is below the median compensation of non-management Directors of our peer group companies by approximately $12,000. The Compensation Committee believes it is important to attract and retain the best possible candidates to serve on our Board of Directors. Therefore, we are including a proposal to our Annual General Meeting that Directors’ compensation be increased by $9,000 in the annual cash retainer paid to our non-management Directors. In addition, we are also proposing to award a one-time grant of 500 shares of Common Stock to each new non-management Director on the date of his or her initial election to the Board of Directors by our shareholders. These shares would vest 25% a year on each anniversary of the grant date. Lastly, we are proposing that all non-management Directors that are elected at the 2011 Annual General Meeting be provided this one-time grant.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to each person who currently serves as one of our executive officers but does not serve on our Board of Directors. Our executive officers are elected annually by our Board of Directors and generally serve at the discretion of our Board of Directors. There are no arrangements or understandings between us and any person for election as our executive officer. None of our Directorsand/or executive officers are related to any other Directorsand/or executive officer of Altisource or any of its subsidiaries by blood, marriage or adoption.
       
Name(1)Name
(1)		 
Age
 
Position
Robert D. Stiles  3738  Chief Financial Officer
Kevin J. Wilcox  4647  Chief Administration Officer and General Counsel
John T. McRae II  
40(1) Chief Executive Officer of Nationwide Credit, Inc.
Shekar Sivasubramanian46President of Mortgage Services and Technology Products
(1)All information set forth herein is as of March 15, 2010.2011.


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The principal occupation for the last five (5) years, as well as certain other biographical information, for each of our executive officers that is not a Director is set forth below.
Robert D. Stiles.Mr. Stiles serves as Chief Financial Officer of Altisource. Before joining Altisource in August of 2009, he served as Chief Financial Officer of Ocwen Solutions since March 2009. Prior to joining Altisource in March of 2009,Ocwen, Mr. Stiles served as Director, Controller for Centerline Capital Group since October 2007, as Vice President and Assistant Controller for Viacom Inc. from April 2006 to May 2007 and in various positions within Time Warner Inc.’s financial reporting and tax policy groups from August 2002 to April 2006. Mr. Stiles began his career with KPMG LLP and is a Certified Public Accountant (Virginia). He holds a Bachelor of Business Administration in Accounting with a concentration in Information Systems from James Madison University and a Masters of Business Administration from Columbia University.
Kevin J. Wilcox.Wilcox.Mr. Wilcox serves as Chief Administration Officer and General Counsel of Altisource. Before joining Altisource in August of 2009, he served as Executive Vice President, Chief Administration Officer and Corporate Secretary for Ocwen since May 2008. Mr. Wilcox previously served as the Senior Vice President of Human Resources and Corporate Services. He joined Ocwen in March 1998 as Senior Manager, Litigation in the Law Department where he was responsible for the management and resolution of all corporate litigation. He holds a Bachelor of Science in Business Administration from the University of Florida and a Juris Doctorate from the Florida State University College of Law.

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John T. McRae II.  Mr. McRae serves as the Chief Executive Officer of Nationwide Credit, Inc. (“NCI”), a subsidiary of Altisource. Prior to joining NCI in August of 2008, Mr. McRae served as Senior Vice President of Global Operations for Syniverse Technologies from December 2007 and as Senior Vice President of Operations for Emdeon Business Services and Chief Operating Officer of Emdeon Data Capturing Solutions division from December 2003. Mr. McRae served as Senior Vice President and General Manager of National Processing Company’s Corporate Outsourcing and Payments Services division from March 2000. He holds a Bachelor of Science in Business Administration from the University of Michigan and a Masters of Business Administration from Case Western University.
Shekar Sivasubramanian.  Mr. Sivasubramanian has served as the President of Mortgage Services and Technology Products of Altisource since November 2008. He served as Senior Vice President and Chief Information Officer of Ocwen from 2002 through November 2008. Prior to joining Ocwen in June 2002, he was Chief Operating Officer of Mascot Systems. Mr. Sivasubramanian is currently pursuing his Ph.D. in Knowledge Management and Information Retrieval from Carnegie Mellon University. He holds a Bachelor’s degree in Technology from the Indian Institute of Technology and a Masters of Business Administration in Finance from the Bloch School of Business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND RELATED SHAREHOLDER MATTERS
Beneficial Ownership of Common Stock
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the record date by:
each Director and named executive officer of Altisource;
• each Director and named executive officer of Altisource;
• all Directors and named executive officers of Altisource as a group and
• all persons known by Altisource to own beneficially 5% or more of the outstanding Common Stock or to have a Schedule 13D or Schedule 13G on file with the Securities and Exchange Commission.


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all Directors and named executive officers of Altisource as a group; and
all persons known by Altisource to own beneficially 5% or more of the outstanding Common Stock.
The table is based upon information supplied to us by Directors, executive officers and principal shareholders and filings under the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, the address of all persons below is: 291, Route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg.
Shares Beneficially Owned as of March 1, 2011(1)
         
Shares Beneficially Owned as of March 1, 2010(1)
Name of Beneficial Owner:
 Amount Percent
 
Wellington Management Company, LLP(2)  2,334,448   8.8%
The Bank of New York Mellon Corporation(3)  1,202,708   4.6%
         
Name of Beneficial Owner: Amount  Percent 
Leon G. Cooperman(2)
  1,957,700   7.47%
         
Directors and Named Executive Officers:
 Amount Percent
 
William C. Erbey(4)  6,292,670   23.8%
William B. Shepro(5)  154,994   * 
Roland Müller-Ineichen  0   * 
Timo Vättö  0   * 
Robert L. DeNormandie(6)  0   * 
Silke Andresen-Kienz(7)  0   * 
Robert D. Stiles  0   * 
Kevin J. Wilcox(8)  84,376   * 
John T. McRae II  0   * 
Shekar Sivasubramanian(9)  22,710   * 
All Directors and Executive Officers as a Group (9 persons)  6,554,750   24.8%
         
Directors and Named Executive Officers: Amount  Percent 
William C. Erbey(3)
  6,449,448   24.61%
William B. Shepro(4)
  222,353   * 
Roland Müller-Ineichen  4,839   * 
Timo Vättö  3,839   * 
Silke Andresen-Kienz(5)
  (0)  * 
W. Michael Linn(6)
  (0)  * 
Robert D. Stiles(7)
  9,167   * 
Kevin J. Wilcox(8)
  136,882   * 
         
All Directors and Named Executive Officers as a Group (7 persons)  6,826,528   26.04%
*Less than 1%
 
(1)For purposes of this table, an individual is considered the beneficial owner of shares of Common Stock if he or she directly or indirectly has, or shares, voting power or investment power as defined in the rules promulgated under the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, an individual has sole voting power and sole investment power with respect to the indicated shares. No shares have been pledged as security by the named executive officers Directors or Director nominees.Directors.
 
(2)Based on information contained in a Schedule 13G13G/A filed with the Securities and Exchange Commission on February 12, 20104, 2011 by Wellington Management Company, LLP.Leon G. Cooperman. Includes 2,247,7481,014,200 shares as to which sole voting power is claimed and 2,334,4481,014,200 shares as to which sole dispositive power is claimed. Mr. Cooperman’s address is 2700 North Military Trail, Suite 230, Boca Raton FL 33431.
 
(3)Based on information contained in a Schedule 13G filed with the Securities and Exchange Commission on February 4, 2010 by The Bank of New York Mellon Corporation. Includes 1,143,405 shares as to which sole voting power is claimed and 1,180,475 shares as to which sole dispositive power is claimed.
(4)Includes 4,108,7484,110,396 shares held by FF Plaza Partners, a Delaware partnership of which the partners are William C. Erbey, his spouse, E. Elaine Erbey, and Delaware Permanent Corporation, a corporation wholly-owned by William C. Erbey. Mr. and Mrs. William C. Erbey share voting and dispositive power with respect to the shares owned by FF Plaza Partners.Partners and to 13,862 shares held jointly. Also includes 1,803,234 shares held by Erbey Holding Corporation, a corporation wholly-owned by William C. Erbey. IncludesErbey and includes options to acquire 379,108520,117 shares which are exercisable on or within 60 days after March 1, 2010.2011.

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(5)(4)Includes options to acquire 130,123197,490 shares which are exercisable on or within 60 days after March 1, 2010.2011. Includes 24,871 shares held by the William B. Shepro Revocable Trust. Mr. and Mrs. William B. Shepro share voting and dispositive power with respect to these shares.
(6)(5)Mr. DeNormandieMrs. Andresen-Kienz currently serves as a Director but is not seeking reelectionre-election to the Board of Directors.
(7)
(6)Mrs. Andresen-KienzMr. Linn does not currently serve as a Director but is seekinghas been nominated for election to the Board of Directors.
(8)(7)Includes options to acquire 83,6449,167 shares which are exercisable on or within 60 days after March 1, 2010.
2011.
(9)
(8)Includes options to acquire 22,710136,150 shares which are exercisable on or within 60 days after March 1, 2010.2011.


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Equity Compensation Plan Information
The following table sets forth information as of the end of the most recently completed fiscal year with respect to compensation plans under which our equity securities are authorized for issuance. The information is split between all compensation plans previously approved by security holders and all compensation plans not previously approved by security holders.
             
  Number of
    
  Securities to be
    
  Issued Upon
 Weighted Average
 Number of Securities
  Exercise of
 Exercise Price of
 Remaining Available
  Outstanding
 Outstanding
 for Future Issuance
  Options, Warrants
 Options, Warrants
 Under Equity
Plan Category
 and Rights And Rights Compensation Plans
 
Equity compensation plans approved by security holders  3,190,639  $9.89   3,405,449 
Equity compensation plans not approved by security holders  —   —   — 
Total
  3,190,639  $9.89   3,405,449 
             
          Number of securities 
  Number of securities to  Weighted average  remaining available for 
  be issued upon exercise  exercise price of  future issuance under 
  of outstanding options,  outstanding options,  equity compensation 
Plan Category warrants and rights  warrants and rights  plans 
Equity compensation plans approved by security holders  3,451,613  $13.46   2,711,399 
             
Equity compensation plans not approved by security holders  —   —   — 
          
             
Total
  3,451,613  $13.46   2,711,399 
          
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon the Company’s review of Section 16(a) ofreports, the Exchange Act requires our executive officers, Directors and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, Directors and greater than 10% shareholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely upon review of the copies of such reports furnished to us and written representationsCompany believes that no other reports were required, all Section 16(a) filing requirements applicable to its executive officers, Directors and greater than 10% shareholderssuch reporting persons were complied with, during 2009.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This section provides information regardingexcept that the following:
• compensation programs for our Chief Executive Officer, Chief Financial Officer and three (3) other most highly compensated executive officers;
• overall objectives of our compensation program and what it is designed to reward;
• each element of compensation that we provide and
• the reasons for the compensation decisions we have made regarding these individuals.
Until August, 2009, Altisource wasfollowing Section 16 reports were filed late primarily as a wholly-owned subsidiaryresult of Ocwen. Consequently, compensation for our executive officers prioran administrative oversight following the Company’s separation from Ocwen: William C. Erbey filed one late report, an amendment, which covered fourteen transactions; William B. Shepro filed two late reports, including one amendment, which covered fourteen transactions; Kevin J. Wilcox filed two late reports, including one amendment, which covered fourteen transactions; and Robert D. Stiles filed one late report covering three transactions. Silke Andresen-Kienz filed one late report to the separation of Altisource from Ocwen was set by the Board of Directors of Ocwen.
Our named executive officers for 2009 werereport her status as follows:
Name
Position
William B. SheproChief Executive Officer
Robert D. StilesChief Financial Officer
Kevin J. WilcoxChief Administration Officer and General Counsel
John T. McRae IIChief Executive Officer, Nationwide Credit, Inc.
Richard D. PowersSenior Vice President, Real Estate Services
an insider.


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CompensationCOMPENSATION DISCUSSION AND ANALYSIS
Introduction, Philosophy and Objectives
We believe that the mostan effective executive compensation program is one that aligns executives’ interests with those of the shareholders by rewarding performance that achieves or exceeds specific annual, long-termfinancial targets and strategic goals with the ultimate objective of improvingdesigned to improve shareholder value. We seek to promote individual service longevity and to provide our executives with long-term wealth accumulationincentive opportunities to the extent Altisource hasthat promote consistent, high-level financial performance. The Compensation Committee evaluates both performance and compensation annually to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To achieve these objectives, we generally believe executive compensation packages should include both cash and equity-based compensation that rewards performance as measured against established goals.
This compensation discussion and analysis provides information regarding the following:
compensation programs for our Chief Executive Officer, Chief Financial Officer and Chief Administration Officer and General Counsel;
overall objectives of our compensation program and what it is designed to reward;
each element of compensation that we provide; and
the reasons for the compensation decisions we have made regarding these individuals.
Our named executive officers for 2010 are:
NamePosition
William B. SheproChief Executive Officer
Robert D. StilesChief Financial Officer
Kevin J. WilcoxChief Administration Officer and General Counsel
Role of Executive Officers in Compensation Decisions
Certain executives are involved in the design and implementation of our executive compensation programs including the Chief Executive Officer and Chief Administration Officer, who are typically present at Compensation Committee meetings. These executives annually review the performance of each executive officer (other than the Chief Executive Officer whose performance is reviewed by the Compensation Committee) and present their conclusions and recommendations regarding incentive award amounts to the Compensation Committee for its consideration and approval. The Committee can exercise its discretion in accepting, rejectingand/or modifying any such executive compensation recommendations; however, executive compensation matters are generally delegated to the Chief Executive Officer and Chief Administration Officer for development and execution.
Role of Compensation Consultant
To further the objectives of our compensation program, in December 2010, our Compensation Committee, pursuant to its authority under its Committee Charter, retained an independent compensation consultant, Exequity, to provide advice on executive compensation matters and to assist the Committee and management in their review of the compensation for our named executive officers, other key executives and our Board of Directors.
Our continuing engagement with Exequity will be project-based and in response to the needs of our Compensation Committee. Pursuant to the terms of our engagement with Exequity, Exequity will report directly to the Compensation Committee, receive compensation only for compensation advisory services provided to the Compensation Committee and will have no other business relationship with the Company.

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As part of its analysis, Exequity provided research and presented information to the Committee related to compensation trends and “best practices” in executive and director compensation among peer group companies in a similar line of business and of similar size to Altisource. Executive compensation data and other resources provided by Exequity set the foundation for the Committee’s review and analysis of Executive and Director Compensation levels. Please see “Setting Compensation Levels” for information on the peer group companies the Compensation Committee used in its analysis.
Employment Agreements
As required by Luxembourg law, Altisource has entered into employment agreements with William B. Shepro, our Chief Executive Officer, Robert D. Stiles, our Chief Financial Officer and Kevin J. Wilcox, our Chief Administration Officer.Officer and General Counsel. The employment terms continue indefinitely until the executive’s separation. The contracts provide for base salary and an annual incentive compensation based on the satisfaction of relevant performance criteria. In addition, the executives may receive benefits such as health care or a contributory retirement plan. Altisource reimburses each executive for reasonable costs properly incurred by such executive in the course of his employment with the Company including, without limitation, reimbursement of relocation expenses and the provision of certain allowances as described in the Executive Compensation section below.
In order to terminate the contract, each party must provide notice in accordance with the time periods set forth inarticle L.124-1 of the Luxembourg Labour Code. In the event of the executive’s termination by the Company for “cause” (as such term is defined in the employment agreement), no notice is required. In addition, in the event that the executive’s employment is terminated by the Company without “cause” (as such term is defined in the employment agreement) or the executive resigns for “good reason” (as such term is defined in the employment agreement), the executive will receive severance benefits. Furthermore, the executive may be entitled to receive redundancy payments in accordance witharticle L.124-7 of the Luxembourg Labour Code upon certain terminations.
The contracts also provide for a covenant to maintain our confidential information and to enter into an intellectual property agreement. In addition, the executive is bound by a non-solicitation covenant for a period of one (1) year following the termination of the contract. The agreements are governed in accordance with the laws of the Grand Duchy of Luxembourg.
Elements of Compensation
The current compensation package for our executive officers consists of base salary and annual incentive compensation. This compensation structure was developed in order to provide each executive officer with a competitive salary while emphasizing an incentive compensation element that is tied to the achievement of corporate goals and strategic initiatives as well as individual performance. We believe that the following


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elements of compensation are appropriate in light of our performance, industry, current challenges and environment.
Base Salary.Salary.Base salaries for our executive officers are established based on individual qualifications and job responsibilities while taking into account compensation levels at similarly situated companies for similar positions. Base salaries of the executive officers are reviewed annually during the performance appraisal process with adjustments made based on market information, internal review of the executive officer’s compensation in relation to other officers, individual performance of the executive officer and corporate performance. Salary levels are also considered upon a promotion or other change in job responsibility. Salary adjustment recommendations are based on our overall performance and an analysis of compensation levels necessary to maintain and attract quality personnel. While the Compensation Committee sets the base salary for the Chief Executive Officer, the base salaries for all other executive officers are established and reviewed by the Chief Executive Officer and Chief Administration Officer.
Annual Incentive Compensation.Compensation.Pursuant to Altisource’s annual incentive plan, a participant can earn cash, restricted stock and stock option awards as determined by the Compensation Committee. The plan provides the Compensation Committee and our management with the authority to establish incentive award guidelines which are further discussed below.

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Each executive officer has a targeted annual cash incentive award that is expressed as a percentage of annual cash total target compensation for each executive officer. At the executive level in 2009,30-60%In 2010, 40-60% of total annual cash target compensation was payable only upon achievement of certain minimum Company and individual performance levels. The appropriate targeted percentage is determined from benchmarking results and varies depending onbased upon the nature and scope of each executive officer’s responsibilities. The table below reflects the percentage of each executive officer’s target total annual cash compensation that was allocated to each of base salary and incentive compensation in 20092010 and each executive officer’s actual total annual cash compensation that was allocated to each of base salary and incentive compensation in 2009:2010:
                 
    Incentive
   Incentive
  Base Salary % of
 Compensation % of
 Base Salary % of
 Compensation % of
  Target Total
 Target Total
 Actual Total
 Actual Total
  Compensation in
 Compensation in
 Compensation in
 Compensation in
Name
 2009 2009 2009 2009
 
William B. Shepro  40%  60%  31%  69%
Kevin J. Wilcox  50%  50%  41%  59%
Robert D. Stiles  60%  40%  50%  50%
John T. McRae II  60%  40%  63%  37%
Richard D. Powers  50%  50%  46%  54%
                 
      Incentive      Incentive 
  Base Salary % of  Compensation % of  Base Salary % of  Compensation % of 
  Target Total Annual  Target Total Annual  Actual Total Annual  Actual Total Annual 
  Cash Compensation  Cash Compensation  Cash Compensation  Cash Compensation 
Name in 2010  in 2010  in 2010  in 2010 
William B. Shepro  40%  60%  31%  69%
Robert D. Stiles  60%  40%  53%  47%
Kevin J. Wilcox  50%  50%  42%  58%
Our annual incentive-based cash executive compensation is structured to motivate executives to achieve pre-established key performance indicators by rewarding the executives for such achievement. This is accomplished by utilizing a balanced scorecard methodology which incorporates multiple financial and non-financial performance indicators developed through our annual strategic planning process to enhance Company performance and long-term shareholder value. This corporate scorecard is approved annually by the Compensation Committeeand/or the full Board of Directors and is utilized by the Compensation Committee as a factor to determine the appropriate amount of incentive compensation to be paid to the Chief Executive Officer and other executive officers. During development of the corporate scorecard each year, the Compensation Committee considers the level of difficulty associated with attainment of each goal in the scorecard. The intent of the Compensation Committee is to establish the Target goal at a level that is challenging to achieve. For 2009,2010, our corporate scorecard was initially approved by theour Board of Directors ofat our former parent company, Ocwen, and was reviewed by our current Board of Directors following the separation of Altisource from Ocwen that was consummated as of August 10, 2009.meeting on January 26, 2010.


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Our corporate scorecard for 20092010 and corresponding achievement levels are detailed below:
2010 Corporate Scorecard Elements
         
  2009 Corporate Scorecard Elements
Achievement Levels  
Element
 Threshold Target Outstanding Level Achieved
 
Achieve revenue target7% increase overRevenue
2008 or $176,400,000		15% increase over
2008 or $188,800,000		23% increase over
2008 or
$201,200,000Target		 $202,812,000 for 2009244.8 million$272.0 million$299.2 million$301.4 million
Achieve EBITDA target42% increase over
2008 or $38,900,000		52% increase
over 2008
or $41,700,000		62% increase over
2008 or
$44,600,000EPS Target		 $47,324,000 for 2009
Separate Ocwen Solutions1.53 Diluted EPS Completed by
10/31/09$1.70 diluted EPS		 Completed by 09/20/09$1.87 Diluted EPS Completed by 08/31/09$1.88 Diluted EPS
 Separation was completed on 08/10/09
Optimize Legal
Structure		Executive Committee discretion of average improvement achieved by December 31, 2010Executive Committee discretion of average improvement achieved by September 30, 2010Executive Committee discretion of material improvement achieved by September 30, 2010Executive Committee
determined material
improvement
achieved by June
30, 2010
Successfully complete the Company’s key strategic initiatives of the Company Achieve 80%
weighted average
score		Achieve 90% weighted
average score		 90% Achieve 100%
weighted average
score		 100%Achieved weighted
average score of 101.6%

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Strategic Initiatives
 142.8% weighted average score
 
Strategic Initiatives
Reduction of Variability: Improve average revenue performance of the bottom 75% of the collectors by 24% in Nationwide Credit, Inc. Achievement Levels Average score of
0.80
Element Average score of
0.90Threshold		 Average score of
1.00Target		 Average score of
1.05
Supervisory effectiveness:Outstanding Cost reduction:Level Achieved
Existing Customer
Penetration		Achieve planned penetration level by June 30, 2010Achieve planned penetration level by May 31, 2010Achieve planned penetration level by April 30, 2010Achieved planned penetration level by April 30, 2010
New Customer
6.0% cost reduction or $708,700 for Financial ServicesPenetration		Achieve $19.5 million in revenue from new third-party clientsAchieve $21.7 million in revenue from new third-party clientsAchieve $23.9 million in revenue from new third-party clientsAchieved $20.6 million in revenue from new third-party clients
Invest in new
Service Offerings		Two plans approved (at CEO discretion). One by March 31, 2010 with completion at target level and Technology Productssecond plan by October 31, 2010 with completion at target levelTwo plans approved (at CEO discretion). One by March 31. 2010 with completion at target level and second plan by August 31, 2010 with completion at target levelTwo plans approved (at CEO discretion). One by March 31, 2010 with completion at target level and second plan by June 30, 2010 with completion at target levelTwo plans approved by March 31, 2010; One additional plan approved by June 30, 2010
Provide highest quality services at lowest operating costs —Productivity Improvement18% performance

Increaseimprovement in span:call
center functions		24% performance
6.0% increase or 8.4improvement in supervisory spanscall
center functions		30% performance
improvement in call
center functions		0% performance
improvement in call
center functions
Provide highest quality services at lowest operating costs — Six Sigma ProjectSix Sigma process improvement plan approved by April 30, 2010 and average quality implementation — Executive Committee discretionSix Sigma process improvement plan approved by March 31, 2010 and average quality implementation — Executive Committee discretionSix Sigma process improvement plan approved by February 28, 2010 and high quality implementation — Executive Committee discretionSix Sigma process improvement plan approved by February 28, 2010 and Executive Committee has determined the implementation to be of control forhigh quality
Provide highest quality services at lowest operating costs —Technology Services10% Reduction of production issues when comparing second half 2010 to first half 201025% Reduction of production issues when comparing second half 2010 to first half 201050% Reduction of production issues when comparing second half 2010 to first half 201054% Reduction of production issues comparing second half 2010 to first half 2010
Provide highest quality at lowest operating costs — Mortgage ServicesAchieve Service Level Agreement Performance Parameters >= 85.0% and < 89.9%Achieve Service Level Agreement Performance Parameters >= 90.0% and <94.9%Achieve Service Level Agreement Performance Parameters >= 95.0%Achieved Service Level Agreement Performance Parameter of 85.2%
Provide highest quality services at lowest operating costs — Financial Services Cost reduction:

9.5% cost reductionAchieve 5 of 5 client scorecards at threshold or $1,125.,700 for Financial Services and Technology Products

Increase in span:

10.0% increase or 8.7 in supervisory spans of control for Financial Servicesabove		 Cost reduction:

13.1% cost reductionAchieve 5 of 5 client scorecards at target or $1,542.700 for Financial Services and Technology Products

Increase in span:

14.0% increase or 9.0 in supervisory spans of control for Financial Servicesabove		 Cost reduction:

23.2% reduction for Financial Services 10.1% reduction for Technology Products

Increase in span:

6.8% increase from 8.3 to 8.8 for Financial Services
ConsolidationAchieve all client scorecards at target and automation3 of processes5 client scorecards at outstanding (must include largest client) 80% plan implementationNot achieved

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 90% plan implementation 100% plan implementation 106% implementation
Personnel development — hiring key personnel Hire 3
 Hire 4Achievement Levels Hire 5
Element Hired 6
Meet service level agreements for Ocwen, Financial Services, Mortgage Services and Technology ProductsThreshold ³98.1%
and
< 98.7%Target		 ³98.7%
and < 99.3%Outstanding		 ³ 99.3%Level Achieved
 Ocwen: 99.65% Financial Services: 99.76% Mortgage Services: 99.65% Technology Products: 99.89%
Release the budgeted 2009 strategic development projects by the applicable release date. On a combined basis, release all 26 projects within a delay of 60 days On a combined basis, release all 26 projects with no delay On a combined basis, release all 26 projects at least 60 days early
Standardize BPM Platform and deliver in accordance with plan milestones 7 projects not completed
Create an Altisource website, marketing content and presentationsDeliver the Roadmap by August 30, 2010 CompleteDeliver the Roadmap by 05/31/09 plus qualityAugust 10, 2010Deliver the Roadmap by July 15, 2010Delivered Roadmap on July 10, 2010
Business Strategy
Planning		Achieve weighted average score on project plan of
..70 to .849.		Achieve weighted average score on project plan of
..85 to 1.0		Achieve weighted average score on project plan of
greater than 1.00		Achieved weighted average score of .85
Business Strategy
Planning		Level of achievement of project plan to commercialize REALServicing® at the discretion of Chairmanthe CEO Complete by 04/30/09 plus qualityLevel of achievement of project plan to commercialize REALServicing® at the discretion of Chairmanthe CEO Complete by 03/31/09 plus qualityLevel of achievement of project plan to commercialize REALServicing® at the discretion of Chairmanthe CEO The Altisource websiteCEO has determined the level of achievement to be Outstanding
New Customer
Penetration		REALTrans®, REALRemit® and LENDERS ONE® Integrated Portal delivered to UAT by December 31, 2010REALTrans®, REALRemit® and LENDERS ONE® Portal delivered to UAT by December 15, 2010REALTrans®, REALRemit® and LENDERS ONE® Integrated Portal delivered to UAT by November 30, 2010REALTrans®, REALRemit® and LENDERS ONE® Integrated Portal was released by 03/31/09 with exceptiondelivered to UAT in November 2010
Process OptimizationAchieve weighted average score on Consumer Analytics projects of Investor Relations, which was launched in connection with the offering as planned
..70 to .849.		Achieve weighted average score on Consumer Analytics projects of
..85 to 1.0		Achieve weighted average score on Consumer Analytics projects of
greater than 1.00		Achieved weighted average score of 1.05 — Outstanding
Develop strategic plan for new products and channel sales strategyImplement Agile Transition Plan Achieve 1 plan approvedof 3

Complete Part 1 by
September 30, 2010

Complete Part 2 by
October 31, 2010

Complete Part 3 by
November 15, 2010		 Achieve 2 plans approvedof 3

Complete Part 1 by
September 30, 2010

Complete Part 2 by
October 31, 2010

Complete Part 3 by
November 15, 2010		 Achieve 3 plans approvedof 3

Complete Part 1 by
September 30, 2010

Complete Part 2 by
October 31, 2010

Complete Part 3 by
November 15, 2010		 More thanAchieved 3 plans were approvedof 3

Completed Part 1 on
September 21, 2010

Completed Part 2 on
October 22, 2010

Completed Part 3 on
October 29, 2010
The incentive award for our Chief Executive Officer is structured so that compensation opportunities are related to (i) the performance appraisal of the Chief Executive Officer (20%) and (ii) the Company’s performance versus the objectives established in the corporate scorecard (80%), and (ii) a performance appraisal (20%). The incentive awards of our other named executive officers (other than our Chief Executive Officer) are structured so that compensation opportunities are related to (i) the performance appraisal of the executive officer (20%) and (ii) the performance within the


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corporate, business unit or support unit scorecard as expressed on such executive officer’sexpressly assigned in each executive’s scorecard (80%) of which 20% or more is weighted on Corporate Financial Objectives.
Objectives (80%), and (ii) a performance appraisal (20%).
The components in each scorecard are weighted individually based on relevance to the ultimate financial performance of the Company and achievement of theour corporate strategic initiatives. Within each component of the scorecard, there are three (3) established levels of achievement: Threshold, Target, and Outstanding. Each level of achievement is tied to a relative point on a percentage scale which indicates the executive officer’s level of goal achievement within each component of the scorecard. Achieving the Threshold level of achievement will earn the executive officer 50% of the target incentive compensation tied to such goal; the Target level of achievement will earn the executive officer 100% of the target incentive compensation tied to such goal and the Outstanding level of achievement will earn the executive officer 150% of the target incentive compensation tied to such goal. Any achievement below the Threshold level will not entitle the executive to compensation for the associated goal.

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The goals and initiatives are further cascaded down through the organization to all of our incentive-eligible employees in their personal scorecards. Within this program, all incentive-eligible employees of the organizationscorecards which are tied to a personal or business unit scorecard from which to measure performance against goals that are directly linked to Company profitability and strategy. The scorecards are communicated to all incentive-eligible employees by the Human Resource Department or the employee’s immediate supervisor and are available to employees in our performance management tracking system. Performance against such scorecards is reviewed with senior management on a quarterly basis and after the end of each year. This incentive compensation structure is intended to align the goals of our incentive-eligible employees with the overall success of the Company while establishing clear performance standards within their respective business or support units.
The 2010 personal scorecards for our Chief Executive Officer and other named executive officers and their corresponding levels of achievement are as follows:
               
     2009
Achievement Levels
Name%2010 Scorecard ElementsThresholdTargetOutstandingLevel Achieved
William B. Shepro25%Achieve EPS Target$1.53 Diluted EPS$1.70 diluted EPS$1.87 Diluted EPS$1.88 Diluted EPS
        
   Scorecard
Achievement LevelsLevel
Name
%ElementsThresholdTargetOutstandingAchieved
William B. Shepro2520% Achieve EBITDA targetRevenue Target of $272.0 million (35% increase over prior year) 42% increase over 2008 or $38,900,000$244.8 million 52% increase over 2008 or $41,700,000$272.0 million 62% increase
over 2008 or
$44,600,000299.2 million		 Outstanding$301.4 million
30%Successfully complete the key
strategic initiatives		80% of weighted average90% of weighted average100% of weighted averageAchieved 101.6% weighted average score
   25% Separate Ocwen SolutionsOptimize legal structure CompleteExecutive Committee Discretion of average improvement achieved by 10/31/09year-end CompleteExecutive Committee Discretion of average improvement achieved by 09/20/09September 30 CompleteExecutive Committee Discretion of material improvement achieved by
08/31/09 September 30		 Completed in June 2010 at Outstanding
Robert D. Stiles25%Achieve EPS Target$1.53 Diluted EPS$1.70 diluted EPS$1.87 Diluted EPS$1.88 Diluted EPS
20%Achieve Revenue Target of $272.0 million (35% increase over prior year)$244.8 million$272.0 million$299.2 million$301.4 million
30%Successfully complete the key
strategic initiatives		90% of weighted average100% of weighted average110% of weighted averageAchieved 101.6% weighted average score
   25% Achieve revenue targetOptimize legal structure 7% increase over 2008 or $176,400,000Executive Committee Discretion of average improvement achieved by year-end 15% increase over 2008 or $188,800,000Executive Committee Discretion of average improvement achieved by September 30 23% increase over
2008 or
$201,200,000Executive Committee Discretion of material improvement achieved by September 30		 Outstanding
25%Successfully complete the key strategic initiatives of the Company80% weighted average90% weighted average100% weighted averageOutstanding
Kevin J. Wilcox10%Achieve revenue target7% increase over 2008 or $176,400,00015% increase over 2008 or $188,800,00023% increase
over 2008 or
$201,200,000		Outstanding
10%Achieve EBITDA target42% increase over 2008 or $38,900,00052% increase over 2008 or $41,700,00062% increase
over 2008 or
$44,600,000		Outstanding
5%Achieve 2009 budgeted expense for human resources & corporate services105% of budget or $10,200,000100% of budget or $9,800,00095% of budget or
$9,300,000		Outstanding
10%Implement consolidation plan80% implementation90% implementation100% implementationOutstanding
10%Supervisory effectiveness:Cost reduction: 6.0% Cost reduction IncreaseCompleted in span: 6.0% increaseCost Reduction: 9.5% cost reduction Increase in Span: 10.0% increaseCost Reduction:June
13.1% cost
Increase in Span:
14.0% increase		Target
10%Successfully manage Financial Services overhead through elimination of offices1 office eliminated2 offices eliminated3 offices eliminatedOutstanding
10%Personnel development — hiring key personnelHire 3Hire 4Hire 52010 at Outstanding


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     2009
Achievement Levels
Name%2010 Scorecard ElementsThresholdTargetOutstandingLevel Achieved
Kevin J. Wilcox25%Achieve EPS Target$1.53 Diluted EPS$1.70 diluted EPS$1.87 Diluted EPS$1.88 Diluted EPS
        
   Scorecard
Achievement LevelsLevel
Name
20% ElementsAchieve Revenue Target of $272.0 million (35% increase over prior year) Threshold$244.8 million Target$272.0 million Outstanding$299.2 million Achieved$301.4 million
 
   1030% Successfully achievecomplete the Ocwen’s corporate scorecardkey strategic initiatives 50% — 74%90% of weighted average 75% — 124%100% of weighted average Greater than 124%110% of weighted average OutstandingAchieved 101.6% weighted average score
   10%Separate Ocwen SolutionsComplete by 10/31/09Complete by 09/20/09Complete by 08/31/09Outstanding
   10%Reduction of variability: Improve average revenue performance of the bottom 75% of the collectors by 24% in NCIAverage score of 0.80Average score of 0.90Average score of 1.00Outstanding
   5%Ensure compliance with applicable regulations (each manager responsible for their business unit’s performance)Plan completed by 05/30/09 plus execution in accordance with levels of achievement in approved planPlan completed by 05/30/09 plus execution in accordance with levels of achievement in approved planPlan completed by
05/30/09 plus
execution in
accordance with
levels of
achievement in approved plan		Target
Robert D. Stiles  18.75%Achieve EBITDA target42% increase over 2008 or $38.9MM52% increase over 2008 or $41.7MM62% increase over
2008 or $44.6MM		Outstanding
18.75%Achieve revenue target7% increase over 2008 or $176.4MM15% increase over 2008 or $188.8MM23% increase over
2008 or $201.2MM		Outstanding
   25% Develop strategic plan for new products and channel sales strategyOptimize legal structure 1 plan approvedExecutive Committee Discretion of average improvement achieved by year-end 2 plans approvedExecutive Committee Discretion of average improvement achieved by September 30 3 plans approvedExecutive Committee Discretion of material improvement achieved by September 30 Outstanding
18.75%Separate Ocwen SolutionsComplete by 10/31/09Complete by 09/20/09Complete by 08/31/09Outstanding
18.75%Personnel development — hiring key personnel2 hired by 12/31/093 hired by 12/31/094 hired by 12/31/09Target
John T. McRae II33%Achieve annual Financial Services EBITDA goal80% of budget100% of budget120% of budgetBelow Threshold
28%Achieve annual Financial Services revenue goal80% of budget100% of budget120% of budgetThreshold
39%Successfully complete key NCI strategic initiativesComplete 9 of 13 key strategic initiativesComplete 10 of 13 key strategic initiativesComplete 11 of 13
key strategic initiatives		Outstanding
Richard D. Powers30%Achieve annual revenue goalCompleted in assigned areas of responsibility90% of budget100% of budget110% of budgetTarget
30%Achieve annual EBITDA goal in assigned areas of responsibility90% of budget100% of budget110% of budgetOutstanding
20%Ensure compliance with applicable regulationsCompliance plan completed by 5/30/09 plus execution in accordance therewithCompliance plan completed by 5/30/09 plus execution in accordance therewithCompliance plan
completed by
5/30/09 plus
execution in
accordance therewith		Target
15%Develop strategic plan for new products and channel sales strategy1 plan approved2 plans approved3 plans approvedOutstanding
5%Implement consolidation and automation process80% implementation90% implementation100% implementationJune 2010 at Outstanding

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The scorecards are communicated to all incentive-eligible employees by the Human Resource Department or the employee’s immediate supervisor and are available to employees at all times in our performance management tracking system. Performance against such scorecards is reviewed with senior management on a quarterly basis and after the end of each year.
As noted above, executivesExecutives have 20% of their incentive compensation determined by their performance appraisal for the service year. Each of our executive officers performs a self-assessment as to his performance against his goals for the applicable year. Our Chief Executive Officer utilizes these assessments, as well as his own observations and consultations with the Chief Administration Officer, to prepare a written performance appraisal for each of the other executive officers. These performance appraisals rate performance on objective criteria related to two key factors: (i) the executive’s ability to improve and develop their organization throughout the year, and (ii) the executive’s strategic contributions to the direction of the Company.
The Chief Executive Officer’s scorecard performance and personal performance appraisal are determined by the Compensation Committee and Chief Executive Officer determined thatin consultation with the results takenChairman taking into consideration whether the Company’s performance as a whole and when consideredcompared with each executive’sthe Chief Executive Officer’s incentive results for their scorecard performance presentedpresents a fair representation of the executive’s overall performance. Incentive compensation was awarded accordingly.
The Compensation Committee with the consultation of the Chairman rated the Chief Executive Officer “Outstanding” noting his extraordinary accomplishments in the areas of organizational development and strategic thinking. Officer’s performance.
For the executive officersour executives, other than the Chief Executive Officer, the Chief AdministrationExecutive Officer, in conjunction with the Chief ExecutiveAdministration Officer, presents the personal scorecard performance and the performance appraisal scores and personal scorecard performance to the Compensation Committee and makes recommendations as to the incentive compensation for each executive officer. The Compensation Committee evaluates the recommendations in light of the Company’s overall performance and the executive’s business unit or support unit’s performance and makes the final incentive compensation award determinations for theeach executive. Annual incentive compensation is paid to our executives and other incentive-eligible employees following this determination.
For 2010, incentive compensation was awarded accordingly.
Generally, at the first Board of Directors meeting of the fiscal year, the Compensation Committee approves the corporate scorecard and annual incentive components for the Chief Executive Officer and other executive officersexecutives for the upcoming year. Key performance indicators for the Company for 20102011 have been developed.
The corporate scorecard for 20102011 includes achieving aan overall revenue target, achieving anbusiness segment specific revenue and pre-tax income targets and increasing earnings per share target and optimizing the legal structure of Altisource.share. In addition, the corporate scorecard provides for successful completion of eleven (11) strategic initiatives established to enhance long-term corporate and shareholder value. The 20102011 corporate strategic initiatives relate to:
Improving operational effectiveness and efficiency;
Expanding the Company’s service offerings;
Balancing the Company’s service offerings; and
Organizational development.

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• Increasing existing customer penetration;
• Increasing new customer penetration;
• Investing in service offerings and
• Providing highest quality services at lowest operating costs.
Setting Compensation Levels
From time to time, the Company will conductconducts benchmarking on Chief Executive Officer and other executive officer compensation among peer companies of comparable size, industry, location and similar attributes that may compete with Altisource for qualified management. The most recentmanagement talent. In 2010, our Compensation Committee retained an independent compensation consultant, Exequity, to assist the Compensation Committee in reviewing the compensation levels for our Executive officers and Directors.
Exequity conducted an analysis of our executive and director compensation levels compared to pay levels among our peer companies to help identify the competitive positioning of our pay practices.
In order to provide a robust array of pay benchmarking study was conducted while Altisource was a subsidiarydata, Exequity reviewed executive pay among two independent sets of Ocwen. As manycompanies:
A primary peer group of these14 similarly-sized (revenues ranging from $95MM — $1.7B) companies no longer are in the same industrywith similar operational dynamics as Altisource future benchmarking studies will utilize alternativefrom the Mortgage Services, Business Process Outsourcing (BPO) and Application Software / Software Systems sectors. This peer companies.group consists of the following companies: Bottomline Technologies Inc., Cass Information Systems, EXLService Holdings, Inc., Fleetcor Technologies Inc., Genpact Ltd., Hackett Group Inc., iGate, Online Resources Corp., Prommis Solutions Holding Corp. Stewart Information Services, TNS Inc., Virtusa Corp., WNS (Holdings) Ltd. and Wright Express Corp.
A secondary peer group of 8 companies that have a more direct operational match to Altisource, but which includes companies larger than Altisource (revenues ranging between $1.1B—$5.8B). The peer group consists of the following companies: Equifax Inc., Fidelity National Financial, Fidelity National Information Services, First American Financial Corporation, Fiserv Inc., Genpact Ltd., Lender Processing Services and Stewart Information Services.
All information was obtained from publicly available proxy disclosures. The information gathered from this comparison groupthese companies included base salary, cash incentive compensation and long-term equity incentive compensation.
The Compensation Committee believes this methodology of peer group benchmarking is an effective approach in recruiting and retaining the very best talent available in the industry. It provides a fair representation of the competitive arena for executive talent and servesis an effective approach to setting compensation levels to ensure that the goalsCompany’s pay practices allow it to attract and retain executive employees of retention, succession planning and other relevant considerations.
the highest quality.
Based on the benchmarking, performance, retention and other relevant considerations, the Compensation Committee reviews recommendations and determines appropriate base salary and annual incentive


18

compensation targets for the Chief Executive Officer and other executive officers. The Compensation Committee generally makes its determinations during the second quarter of the year; however, they may make adjustments at other times as appropriate. To date, no executive officers have received increases in their targetNo changes were recommended to the Company’s Executive compensation pay practices by the independent compensation consultant.
Please see “Role of Compensation Consultant” for 2010.
Tax Considerations
The timingfurther information regarding our use of an independent compensation decisions is driven by a variety of tax considerations. Under Section 162(m)consultant based on its analysis of the Internal Revenue Code of 1986, as amended (the “Code”), the tax deduction by corporate taxpayers is limited with respect to the compensation of certain executive officers up to $1,000,000 per covered executive unless such compensation is based upon the attainment of performance objectives meeting certain regulatory criteria or is otherwise excluded from the limitation.
In order to satisfy the deductibility requirements under Section 162(m) of the Code, performance objectives must be established in the first 90 days of the performance period. For annual incentive awards, this means performance objectives must be established no later than the end of March. In addition, in order to avoid being considered deferred compensation under Section 409A of the Code and to be deductible for the prior tax year, our annual incentive awards with respect to the prior year must be paid out by March 15 for employees of the Company who are U.S. taxpayers.
peer companies.
Restrictive Covenants
Some of our executive officers have employment agreements (described above) which contain intellectual property, non-disclosure and non-solicit provisions. All other executive officers execute an intellectual property and non-disclosure agreement upon commencement of their employment. This agreement requires the executive officer to hold all “confidential information” in trust for us and prohibits the executive officer from using or disclosing such confidential information except as necessary in the regular course of our business or that of our affiliates. Other than these restrictive covenants, we generally do not have employment, non-competition or non-solicitation agreements with our executive officers. From time to time, we enter into separation agreements with executive officers that contain these provisions.
Stock Ownership Policies
Although we do not have stock ownership requirements, our philosophy is that equity ownership by our directors and executives is important to attract, motivate, retain and to align their interests with the interests of our shareholders. The Compensation Committee believes that the Company’s various equity incentive plans are adequate to achieve this philosophy. We also maintain a management directive detailing our trading window period policy for directors, executive officers and other employees and our insider trading policy.
Equity Incentive Plan
The Compensation Committee, in cooperation with senior management, implemented the 2009 Equity Incentive Plan. The purpose of the 2009 Equity Incentive Plan is to provide additional incentives to key employees to make extraordinary contributions to the Company, to assist with the retention of key employees and to align the interests of our employees with the interests of our shareholders. The 2009 Equity Incentive Plan is administered by the Compensation Committee and authorizes the grant of restricted stock, options, stock appreciation rights, stock purchase rights or other equity-based awards to our employees. Options granted under the plan may be either “incentive stock options” as defined in Section 422 of the Code, or nonqualified stock options, as determined by the Compensation Committee.

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In January 2010, we granted option awards to fifteen (15) key employees who we identified as employees that can have a meaningful impact on the rapid and profitable growth of Altisource. The grants ranged from 10,000 options to 80,000 options for a total grant of 407,500 options. As part of these awards, Robert D. Stiles was granted 46,667options. These options have an exercise price of $22.01, the stock price at close on the grant date. Twenty-five percent of the options vest over time in equal installments over four years and seventy-five percent of the options will vest based on applicable Company performance. If at any time the shareholders have achieved a 20% annualized rate of returnand two times their investment (as measured by a hypothetical investment at the strike price on the grant date), two-thirds of the performance options will vest. If at any time the investors have achieved a 25% annualized rate of returnand three times their investment (as measured by a hypothetical investment at the strike price on the grant date), 100% of the Performance Grant will vest. At the time the performance hurdles are achieved the options will vest over three years (25% immediately and 25% on each anniversary date of the performance hurdle being met). If the employee voluntarily resigns or is terminated, the employee loses the right to any unvested awards.
The grant of options to this broader set of employees allowed us to incent the long term success of the Company by creating further alignment to an increase in shareholder value. Additionally, the long term vesting of the options provides a significant retention tool for these key employees.
In May 2010, we awarded 480,000 primarily performance-based options to our named executive officers, consisting of an award of 240,000 options to William B Shepro, 120,000 options to Robert D. Stiles and 120,000 options to Kevin J. Wilcox. These options have an exercise price of $24.85. The performance based vesting terms of these options require exceptional returns for the shareholders before vesting would begin for the executives. We determined that these equity amounts would bring management in-line with amounts which we believe to be comparable to the management teams of publicly traded competitors.
Because of the long-term equity incentive opportunity now available to our named executive officers, we do not intend to grant such awards on an annual basis. With seventy-five percent of the awards tied to performance and requiring a doubling or tripling of the stock price to vest, these options incent Management to make extraordinary contributions to the long-term success of the Company. Additionally, as noted above, the long-term vesting of the options provides a significant retention tool for our named executive officers.
Each award granted under the plan is evidenced by a written award agreement between the participant and us, which describes the award and states the terms and conditions to which the award is subject. If any shares subject to award are forfeited or if any award terminates, expires or lapses without being exercised, shares of Common Stock subject to such award will again be available for future grant.


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Stock Ownership Policies
Although we do not have stock ownership requirements, our philosophy is that equity ownership by our Directors and executives is important to attract, motivate, retain and to align their interests with the interests of our shareholders. The Compensation Committee believes that the Company’s various equity incentive plans are adequate to achieve this philosophy. We also maintain a management directive detailing our trading window period policy for Directors, executive officers and other employees and our insider trading policy.
Other Compensation
The Compensation Committee’s policy with respect to other employee benefit plans is to provide benefits to our employees, including executive officers, that are comparable to benefits offered by companies of a similar size to ours. A competitive comprehensive benefit program is essential to achieving the goal of attracting and retaining highly qualified employees.

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EmploymentPotential Payments upon Termination or Change in Control
Without any employment agreement or other agreement relatedBelow is a description of the amounts payable to termination, aneach named executive officer wouldassuming the executive’s employment had terminated under various scenarios, or a change of control had occurred, on December 31, 2010 (the last business day of fiscal year 2010). Due to the number of factors that affect the nature and amount of any benefits under the various scenarios, actual amounts paid or distributed may be entitled to receive his or her base salary and applicable employee benefit plans and programs through the date of termination. different.
As noted above, our Chief Executive Officer, Chief Financial Officer and Chief Administration Officer and General Counsel have entered into employment agreements with Altisource.the Company. Under these agreements, if employment is terminated by the executive’s retirement or disability, as defined therein, the Company will pay all standard relocation costs to relocate the officer to the United States. If the Company terminates the officer other than for “cause”, or the officer terminates for “good reason”, as defined therein, the Company is obligated to make a cash payment of one year’s salary plus one year’s target incentive compensation. In these instances, the Company will also pay all standard relocation costs to relocate the named executive officer to the United States. If the named executive officer is terminated by the Company for “cause”, the Company may terminate without notice and with no liability to make any further payment to the executive, other than amounts accrued and unpaid at the date of termination.
All named executive officers have options under the 2009 Equity Incentive Plan. As described in the Equity Incentive Plan section above, a portion of the options vest over time in equal installments (the “Time-Based Options”), and the remaining options will vest based on applicable Company performance (the “Performance-Based Options”). Unless an executive officer has been terminated for cause, the executive officer would be entitled to retain any vested portion of prior equity awards granted through the 2009 Equity Incentive Plan. Generally, for termination not due to death, disability or retirement, the executive officer has six (6) months within which to exercise stock options pursuant to our stock option agreements. Otherwise, the executive officer shall be afforded the time permitted in the original grant. Any portion of an equity award not vested will be forfeited in either circumstance unless alternate arrangements are made in the discretion of the Compensation Committee. Furthermore, pursuant to each stock option agreement granting an equity award, upon termination of an employeeexecutive for cause, all outstanding stock options granted pursuant to such stock option agreement are forfeited.
Severance Benefits
We do not haveCertain of the stock option agreements provide for accelerated vesting as set forth below. Upon a formal severance plannamed executive officer’s retirement, disability, death, termination by the Company without “cause” or policy. When antermination by the named executive officer separatesfor “good reason,” as defined in the applicable stock option agreement, all Time-Based Options will immediately vest. Additionally, pursuant to these certain agreements, if there is a “change of control event,” as defined in the applicable stock option agreement, all options, including Time-Based Options and Performance-Based Options, will vest.
Upon his retirement, disability, death, termination by the Company without “cause” or termination by Mr. Shepro for “good reason,” Mr. Shepro would receive $890,393 from the accelerated vesting of options. Upon a “change in control,” Mr. Shepro would receive $3,196,158 from the accelerated vesting of options.
Upon his retirement, disability, death, termination by the Company without “cause” or termination by Mr. Stiles for “good reason,” Mr. Stiles would receive $284,969 from the accelerated vesting of options. Upon a “change in control,” Mr. Stiles would receive $394,328 from the accelerated vesting of options.
Upon his retirement, disability, death, termination by the Company without ��cause” or termination by Mr. Wilcox for “good reason,” Mr. Wilcox would receive $610,886 from the accelerated vesting of options. Upon a “change in control,” Mr. Wilcox would receive $2,343,698 from the accelerated vesting of options.
Tax Considerations
The timing of compensation decisions is driven by a variety of tax considerations. Under Section 162(m) of the Internal Revenue Code of 1986, as a result of a reduction in work force, we typically provideamended (the “Code”), the executivetax deduction by corporate taxpayers is limited with two (2) months salary for each year of servicerespect to the Companycompensation of certain executive officers up to a maximum$1,000,000 per covered executive unless such compensation is based upon the attainment of six (6) months salaryperformance objectives meeting certain regulatory criteria or is otherwise excluded from the limitation.

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In order to satisfy the deductibility requirements under Section 162(m) of the Code, performance objectives must be established in exchangethe first 90 days of the performance period. For annual incentive awards, this means performance objectives must be established no later than the end of March. In addition, in order to avoid being considered deferred compensation under Section 409A of the Code and to be deductible for a separation agreement.the prior tax year, our annual incentive awards with respect to the prior year must be paid out by March 15 for employees of the Company who are U.S. taxpayers.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table discloses compensation received by our Chief Executive Officer, our Chief Financial Officer and our three 3 most highly compensated executive officersChief Administration Officer and General Counsel for fiscal year 2009.years 2009 and 2010.
                         
        Non-Equity
    
    Salary
 Option
 Incentive
 All Other
  
Name and Principal Position
 Year (1) Awards(2) Compensation(3) Compensation(4) Total
 
William B. Shepro
  2009  $383,816(5) $0  $853,205  $221, 254(6) $1,458,275 
Chief Executive Officer and President                        
Robert D. Stiles
  2009  $215,171(7) $171,248(8) $218,960  $27,169(9) $632,548 
Chief Financial Officer                        
Kevin J. Wilcox
  2009  $316,084(10) $0  $450,938  $30,426(11) $797,448 
Chief Administration Officer and General Counsel                        
John T. McRae II
  2009  $250,000  $411,000(12) $149,671  $601(13) $811,272 
Chief Executive Officer, NCI                        
Richard D. Powers
  2009  $242,306  $171,248(14) $287,329  $159(15) $701,042 
Senior Vice President, Real Estate Services                        


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              Non-Equity       
              Incentive  All Other    
Name and         Option  Compen-  Compen-    
Principal Position Year  Salary(1)  Awards(2)  sation(3)  sation(4)  Total 
                         
William B. Shepro
  2009  $383,816(5)  —  $853,205  $221,254(6) $1,458,275 
Chief Executive Officer and Director  2010  $445,471  $2,892,000  $994,500  $106,425(7) $4,438,396 
                         
Robert D. Stiles
  2009  $215,171(8) $171,248(9) $218,960  $27,169(10) $632,548 
Chief Financial Officer  2010  $272,065  $1,960,737  $243,800  $56,890(11) $2,533,492 
                         
Kevin J. Wilcox
  2009  $316,084(12)  —  $450,938  $30,426(13) $797,448 
Chief Administration Officer and General Counsel  2010  $363,632  $1,446,000  $500,500  $150,076(14) $2,460,208 
(1)Represents amounts earned in corresponding year.
 
(2)For awards of options, the amount disclosed represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. We based the grant date fair value of stock awards recognized as expense in 2009 and 2010 on the closing price of our Common Stock. We estimated the grant date fair value of stock option awards recognized as expense in 2009 and 2010 using the Black-Scholes option-pricing model and a binomial option pricing model utilizing the following assumptions:
                       
  Service Condition Awards — Black-Scholes Option Pricing Model
  Expected Volatility
 Expected Dividend
 Exercise Price
 Risk-Free Interest
 Expected Term in
Performance Year
 (%) Yield (%) ($) Rate (%) Years
 
 2009   39%  0  $14.15   2.64%  5.0 
Service Condition Awards — Black-Scholes Option Pricing Model
                     
Performance Expected Volatility  Expected Dividend  Exercise Price  Risk-Free Interest  Expected Term in 
Year (%)  Yield (%)  ($)  Rate (%)  Years 
2009  39%  0  $14.15   2.64%  5.0 
2010  47% - 50%  0  $22.01 - $24.85   2.82% - 3.12%  7.0 

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Market Condition Awards — Binomial Option Pricing Model
                   
  Market Condition Awards — Binomial Option Pricing Model
  Expected Volatility
 Expected Dividend
 Exercise Price
 Risk-Free Interest
 Contract Term in
Performance Year
 (%) Yield (%) ($) Rate (%) Years
 
 2009  38% — 46%  0  $14.15  0.5% — 3.86%  10 
                     
Performance Expected Volatility  Expected Dividend  Exercise Price  Risk-Free Interest  Contract Term in 
Year (%)  Yield (%)  ($)  Rate (%)  Years 
2009  38% - 46%  0  $14.15   0.5% - 3.86%  10 
2010  51% - 52%  0  $22.01 - $25.85   0.02% - 3.66%  13 
(3)Consists of the cash portion of incentive compensation bonus related to performance measures satisfied in the year indicated and awarded in the first quarter of the year following the year in which services are rendered.year.
 
(4)Consists of contributions by Ocwen and Altisource pursuant to their 401(k) Savings Plan for each executive officer, group term life contributions,insurance, relocation expenses, car allowances, housing allowances and utilities allowances as detailed below.
 
(5)As set forth in Mr. Shepro’s employment agreement, following the separation of Altisource from Ocwen, Mr. Shepro’s base salary was converted from US Dollars to Euros at the average exchange rate for US Dollars to Euros for 2009 up to August 24, 2009. This amount includes a 30% cost of living adjustment effective as of August 24, 2009, the date of Mr. Shepro’s relocation to Luxembourg.
 
(6)Includes $186,924 for relocation expenses, $27,571 for housing allowance, $1,748 for a car allowance, $4,900 for 401(k) contributions and $111 for group term life contributions. Mr. Shepro also has access to an additional Company car while in Luxembourg.
 
(7)Includes $67,519 for housing allowance, $14,175 for a car allowance and $24,731 for goods and services allowance. Mr. Shepro also has access to a Company car while in Luxembourg.
(8)Mr. Stiles joined Altisource in March of 2009; consequently, his base salary is for a partial year. As set forth in Mr. Stiles’ employment agreement, following the separation of Altisource from Ocwen, Mr. Stiles’ base salary was converted from US Dollars to Euros at the average exchange rate for US Dollars to Euros for 2009 up to August 24, 2009.
 
(8)(9)All option awards are currently unvested. For further information regarding the vesting of these option awards, see the Outstanding Equity Awards at Fiscal Year End discussion below. Altisource agreed to grant Mr. Stiles these option awards in Mr. Stiles’ offer of employment dated January 22, 2009.
 
(9)(10)Includes $16,749 for relocation expenses and $10,421 for housing allowance. Mr. Stiles also has access to a Company car while in Luxembourg.
(10)(11)Includes $32,159 for housing allowance and $24,731 for goods and services allowance. Mr. Stiles also has access to a Company car while in Luxembourg.
(12)As set forth in Mr. Wilcox’s employment agreement, following the separation of Altisource from Ocwen, Mr. Wilcox’s base salary was converted from US Dollars to Euros at the average exchange rate for US Dollars to Euros for 2009 up to August 24, 2009. This amount includes a 30% cost of living adjustment effective as of August 24, 2009, the date of Mr. Wilcox’s relocation to Luxembourg.
 
(11)(13)Includes $16,775 for relocation expenses, $8,585 for housing allowance and $4,900 for 401(k) contributions and $166 for group term life contributions. Mr. Wilcox also has access to a Company car while in Luxembourg.
 
(12)(14)All option awards are currently unvested. For further information regarding the vesting of these option awards, see the Outstanding Equity Awards at Fiscal Year End discussion below. Altisource agreed to grant Mr. McRae these option awards in Mr. McRae’s offer of employment dated August 18, 2008.
(13)Includes $601$81,350 for 401(k) contributions.
(14)All option awards are currently unvested. For further information regarding the vesting of these option awards, see the Outstanding Equity Awards at Fiscal Year End discussion below. Altisource agreedrelocation expenses, $43,995 for housing allowance and $24,731 for goods and services allowance. Mr. Wilcox also has access to grant Mr. Powers these option awardsa Company car while in Mr. Powers’ offer of employment dated December 5, 2008.
(15)Includes $159 for group term life contributions.Luxembourg.


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We have employment agreements with our Chief Executive Officer, Chief Financial Officer and Chief Administration Officer and General Counsel (see discussion above). For more information about the elements of the compensation paid to our named executive officers, see “Compensation Discussion and Analysis” above.

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Grants of Plan Based Awards for 20092010
The following table provides information related to non-equity incentive compensation pursuant to our annual incentive compensation and our 2009 Equity Incentive Plan for services rendered in fiscal year 20092010 by the individuals named in the Summary Compensation Table.
                                         
                    Grant
                    Date
                    Fair
                Number of
   Value of
    Estimated Future Payouts
       Shares of
 Exercise
 Stock
    Under Non-Equity
 Estimated Future Payouts Under
 Stock or
 or Base
 and
  Grant
 Incentive Plan Awards(1) Equity Incentive Plan Awards Units
 Price
 Option
Name
 Date Threshold Target Maximum Threshold Target Maximum Awards of Option Awards
 
William B. Shepro  —                           —   —   — 
Robert D. Stiles  2009                           8,333  $14.15  $5.35 
   2009                           16,666  $14.15  $5.33 
   2009                           8,333  $14.15  $4.54 
Kevin J. Wilcox  —                           —   —   — 
John T. McRae II  2009                           20,000  $14.15  $5.35 
   2009                           40,000  $14.15  $5.33 
   2009                           20,000  $14.15  $4.54 
Richard D. Powers  2009                           8,333  $14.15  $5.35 
   2009                           16,666  $14.15  $5.33 
   2009                           8,333  $14.15  $4.54 
                                         
                              All Other       
                              Option       
                              Awards:       
      Estimated Future Payouts              Number of  Exercise or  Grant Date 
      Under Non-Equity  Estimated Future Payouts Under  Securities  Base Price  Fair Value of 
  Grant  Incentive Plan Awards(1)  Equity Incentive Plan Awards  Underlying  of Option  Stock and 
Name Date  Threshold  Target  Maximum  Threshold  Target  Maximum  Options(2)  $ / Share  Option Awards 
William B. Shepro  5/19/10  $331,500  $663,000  $994,500               60,000  $24.85  $780,000 
                               120,000  $24.85  $1,482,000 
                               60,000  $24.85  $630,000 
Robert D. Stiles  1/25/10  $92,000  $184,000  $276,000               11,667  $22.01  $139,421 
                               23,333  $22.01  $258,063 
                               11,667  $22.01  $117,253 
   5/19/10                           30,000  $24.85  $390,000 
                               60,000  $24.85  $741,000 
                               30,000  $24.85  $315,000 
Kevin J. Wilcox  5/19/10  $182,000  $364,000  $546,000               30,000  $24.85  $390,000 
                               60,000  $24.85  $741,000 
                               30,000  $24.85  $315,000 
(1)These figures represent the potential non-equity compensation that may have been earned by each respective executive officer in 20092010 under the different achievement levels presented on their personal scorecards which are more fully discussed in our Compensation Discussion and Analysis. Under our current compensation structure, all non-equity incentive compensation is paid to the executive officer in the first quarter of the year following the year in which service was rendered. The actual amount of non-equity incentive compensation that was paid to our named executive officers in 2009for 2010 is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
(2)The vesting schedule for these 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, with 25% vesting immediately upon the achievement of certain performance criteria related to ASPS’ stock price and its annualized rate of return and the remaining 75% vesting over the next three years. Two-thirds of the performance-based options would commence vesting 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 commence vesting if the stock price realizes a 25% compounded annual gain, so long as it is at least triple the exercise price.


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27

Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding outstanding equity awards at December 31, 20092010 for the individuals named in the Summary Compensation Table.
                     
  Option Awards 
          Equity Incentive       
          Plan Awards:       
  Number of  Number of  Number of       
  Securities  Securities  Securities       
  Underlying  Underlying  Underlying       
  Unexercised  Unexercised  Unexercised       
  Options  Options  Unearned  Option  Option 
Name Exercisable  Unexercisable(1)  Options(2)  Exercise Price  Expiration Date 
William B. Shepro  13,334          $14.97   10/31/2011 
   4,866          $6.91   1/31/2012 
   6,577          $8.35   1/31/2012 
   679          $2.23   1/31/2013 
   7,018          $3.35   1/31/2013 
   1,993          $7.37   1/31/2014 
   7,969          $12.80   1/31/2014 
   12,051          $9.59   1/31/2015 
   13,230          $11.50   1/31/2016 
   9,459          $14.17   5/10/2017 
   17,188   51,562(3)     $9.55   7/14/2018 
   68,750   68,750(4)     $9.55   7/14/2018 
   34,376   34,375(5)     $9.55   7/14/2018 
           120,000(6) $24.85   5/19/2020 
           60,000(7) $24.85   5/19/2020 
       60,000(8)     $24.85   5/19/2020 
                     
Robert D. Stiles  2,083   6,250(9)     $14.15   9/22/2019 
           8,333(10) $14.15   9/22/2019 
   4,167   12,500(11)     $14.15   9/22/2019 
           23,333(12) $22.01   1/25/2020 
           11,667(13) $22.01   1/25/2020 
       11,667(14)     $22.01   1/25/2020 
           60,000(6) $24.85   5/19/2020 
           30,000(7) $24.85   5/19/2020 
       30,000(8)     $24.85   5/19/2020 

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  Option Awards  Stock Awards    
                          Equity
    
                       Equity
  Incentive
    
        Equity
              Incentive
  Plan
    
        Incentive
           Market
  Plan
  Awards:
    
        Plan
           Value of
  Awards:
  Market
    
  Number
  Number of
  Awards:
        Number of
  Shares or
  Number
  or Payout
    
  of
  Securities
  Number
        Shares or
  Units of
  of Unearned
  Value of
    
  Securities
  Underlying
  of Securities
        Units of
  Stock
  Shares
  Unearned
    
  Underlying
  Unexercised
  Underlying
        Stock
  That
  That
  Shares
    
  Unexercised
  Options
  Unexercised
  Option
  Option
  That
  Have
  Have
  That
    
  Options
  Unexercis-
  Unearned
  Exercise
  Expiration
  Have Not
  Not
  Not
  Have Not
    
Name
 Exercisable  able  Options  Price  Date  Vested  Vested  Vested  Vested    
 
William B. Shepro  3,276           —  $8.83   1/31/2011   469(1) $12,133             
   13,334       —  $14.97   10/31/2011                     
   4,866       —  $6.91   1/31/2012                     
   6,577       —  $8.35   1/31/2012                     
   679       —  $2.23   1/31/2013                     
   7,018       —  $3 35   1/31/2013                     
   1,993       —  $7.37   1/31/2014                     
   7,969       —  $12.80   1/31/2014                     
   12,051       —  $9.59   1/31/2015                     
   10,584   2,646(2)  —  $11.50   1/31/2016                     
   7,567   1,892(3)  —  $14.17   5/10/2017                     
           68,750(4) $9.55   7/14/2018                     
   34,375   103,125(5)     $9.55   7/14/2018                     
   17,188   51,563(6)     $9.55   7/14/2018                     
Robert D. Stiles      8,333(7)     $14.55   9/22/2019   —   —   —   —     
           8,333(8) $14.55   9/22/2019       —   —   —     
           16,667(9) $14.55   9/22/2019       —   —   —     
Kevin J. Wilcox  788       —  $8.83   1/31/2011   211  $5,459(1)            
   13,334       —  $14.97   10/31/2011                     
   3,217       —  $6.91   1/31/2012                     
   2,144       —  $8.35   1/31/2012                     
   1,766       —  $2.23   1/31/2013                     
   2,649       —  $3 35   1/31/2013                     
   749       —  $7.37   1/31/2014                     
   2,996       —  $12.80   1/31/2014                     
   4,798       —  $9.59   1/31/2015                     
   4,758   1,190(2)  —  $11.50   1/31/2016                     
   6,504   1,626(3)  —  $14.17   5/10/2017                     
           51,667(4) $9.55   7/14/2018                     
   25,834   77,500(5)     $9.55   7/14/2018                     
   12,917   38,750(6)     $9.55   7/14/2018                     
John T. McRae II      20,000(7)     $14.55   9/22/2019                     
           40,000(8) $14.55   9/22/2019           —   —     
           20,000(9) $14.55   9/22/2019           —   —     
Richard D. Powers      8,333(7)     $14.55   9/22/2019   —   —   —   —     
           8,333(8) $14.55   9/22/2019       —   —   —     
           16,667(9) $14.55   9/22/2019       —   —   —     
                     
  Option Awards 
          Equity Incentive       
          Plan Awards:       
  Number of  Number of  Number of       
  Securities  Securities  Securities       
  Underlying  Underlying  Underlying       
  Unexercised  Unexercised  Unexercised       
  Options  Options  Unearned  Option  Option 
Name Exercisable  Unexercisable(1)  Options(2)  Exercise Price  Expiration Date 
Kevin J. Wilcox  13,334          $14.97   10/31/2011 
   3,217          $6.91   1/31/2012 
   2,144          $8.35   1/31/2012 
   1,766          $2.23   1/31/2013 
   2,649          $3.35   1/31/2013 
   749          $7.37   1/31/2014 
   2,996          $12.80   1/31/2014 
   4,798          $9.59   1/31/2015 
   5,948          $11.50   1/31/2016 
   8,130          $14.17   5/10/2017 
   12,917   38,750(3)     $9.55   7/14/2018 
   51,668   51,666(4)     $9.55   7/14/2018 
   25,834   25,833(5)     $9.55   7/14/2018 
           60,000(6) $24.85   5/19/2020 
           30,000(7) $24.85   5/19/2020 
       30,000(8)     $24.85   5/19/2020 
(1)Shares vest January 1, 2010.Options awarded where the performance hurdles have been hit but remain subject to additional time based criteria.
 
(2)Options vest January 31, 2010.awarded where the performance hurdles have not been hit.
 
(3)Options vest December 31, 2010.in three (3) equal installments on June 15, 2011, June 15, 2012 and June 15, 2013.
 
(4)Options vest in two (2) equal installments on December 23, 2011 and December 23, 2012.
(5)Options vest in two (2) equal installments on July 14, 2011 and July 14, 2012.
(6)25% of options vest upon Altisource achieving a stock price of $28.64$49.70 and an annual rate of return of 20% over the exercise price with the balance vesting 25% each subsequent anniversary thereof.
(7)25% of options vest upon Altisource achieving a stock price of $74.55 and an annual rate of return of 25% over the exercise price with the balance vesting 25% each subsequent anniversary thereof.
 
(5)(8)Options vest in three (3) equal installments on December 23, 2010, December 23, 2011 and December 23 2012.
(6)Options vest in three (3) equal installments on July 14, 2010, July 14, 2011 and July 14, 2012.


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(7)Options vest in four (4) equal installments on September 22, 2010,May 19, 2011, May 19, 2012, May 19, 2013 and May 19, 2014.
(9)Options vest in three (3) equal installments on September 22, 2011, September 22, 2012 and September 22, 2013.

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(8)(10)25% of options vests upon Altisource achieving a stock price of $28.30 and an annual rate of return of 20% over the exercise price with the balance vesting 25% each subsequent year.
(9)25% of options vestsvest upon Altisource achieving a stock price of $42.45 and an annual rate of return of 25% over the exercise price with the balance vesting 25% each subsequent year.
(11)Options vest in three (3) equal installments on June 14, 2011, June 14, 2012 and June 14, 2013
(12)25% of options vest upon Altisource achieving a stock price of $44.02 and an annual rate of return of 20% over the exercise price with the balance vesting 25% each subsequent anniversary thereof.
(13)25% of options vest upon Altisource achieving a stock price of $66.03 and an annual rate of return of 25% over the exercise price with the balance vesting 25% each subsequent anniversary thereof.
(14)Options vest in three (3) equal installments on January 25, 2011, January 25, 2012, January 25, 2013 and January 25, 2014.
Option Exercises and Stock Vested
During fiscal year 2009, none of the individuals named in the Summary Compensation Table realized any amounts onThe following table provides information regarding the exercise of stock options orduring the vesting of restricted stock.fiscal year ended December 31, 2010 for our named executive officers:
                         
  No.                    
  Shares                    
  Acquired                  Value 
  on  Exercise  Exercise  Market  Market  Realized on 
Name Exercise1  Price  Amount  Price  Value  Exercise 
William B. Shepro  3,276  $8.83  $28,924.56  $26.9203  $88,190.90  $59,266.35 
Kevin J. Wilcox  788  $8.83  $6,957.43  $26.8201  $21,134.24  $14,176.81 
 
1These options were awarded as a result of the separation from Ocwen Financial Corporation due to options that had originally been awarded while the executive was employed at Ocwen and would have expired as of January 31, 2011 if not exercised.

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Report of the Compensation Committee
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included on pages 1415 through 2930 of this proxy statement with management.
Based on the review and discussion, the Compensation Committee recommendsrecommended to the Board of Directors that the Compensation Discussion and Analysis be included in Altisource’s annual report onForm 10-K for the year ended December 31, 20092010 and in this proxy statement.
Compensation Committee:
Robert DeNormandie, Chairman
Timo Vättö, Director
Roland Müller-Ineichen , Director
April 7, 2010
Compensation Committee:
April 6, 2011Timo Vättö, Chairman
Silke Andresen-Kienz, Director
Roland Müller-Ineichen, Director


24

31

APPOINTMENT OF
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

(Proposal Two)
The Audit Committee of our Board of Directors has appointed Deloitte & Touche LLP independent registered certified public accountants, to be our independent registered certified public accounting firm for the year ending December 31, 20102011 and Deloitte S.A. to be our certified auditor for the Luxembourgall statutory accounts described below.as required by Luxembourg law for the same period. The Audit Committee has further directed that such appointment be submitted for approval by our shareholders at the Annual Meeting. If the shareholders do not approve the appointment of Deloitte, & Touche LLP, the Audit Committee may, in its sole discretion, reevaluate the engagement of the independent auditors.
Representatives of Deloitte & Touche LLP will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from you.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR 20102011 AND DELOITTE S.A. TO BE OUR CERTIFIED AUDITOR FOR ALL STATUTORY ACCOUNTS AS REQUIRED BY LUXEMBOURG LAW FOR THE SAME PERIOD

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Report of the Audit Committee
The Audit Committee of the Board of Directors has:
Reviewed and discussed with management Altisource’s audited financial statements as of and for the year ended December 31, 2010;
• Reviewed and discussed with management Altisource’s audited financial statements as of and for the year ended December 31, 2009;
• Discussed with Deloitte & Touche LLP, Altisource’s independent registered certified public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees” and
• Received and reviewed the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered certified public accounting firm’s communications with the audit committee concerning independence and discussed with Deloitte & Touche LLP their independence.
Discussed with Deloitte & Touche LLP (“Deloitte”), Altisource’s independent registered certified public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees”; and
Received and reviewed the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered certified public accounting firm’s communications with the audit committee concerning independence and discussed with Deloitte their independence.
In reliance on the review and discussion referred to above, the Committee recommendsrecommended to the Board of Directors that the audited financial statements be included in Altisource’s annual report onForm 10-K for the year ended December 31, 2009.2010.
Audit Committee:
Roland Müller-Ineichen, Chairman
Robert L. DeNormandie, Director
Timo Vättö, Director
April 7, 2010
Audit Committee:
April 6, 2011Roland Müller-Ineichen, Chairman
Silke Andresen-Kienz, Director
Timo Vättö, Director


25

33

Deloitte & Touche LLP Fees
Because Altisource was a subsidiary of Ocwen prior to Altisource separating from Ocwen on August 10, 2009, Altisource did not hire or pay any fees to an independent registered certified public accounting firm in fiscal year 2008. Consequently, only the information for fiscal year 2009 is set forth below.
The following table shows the aggregate fees billed to Altisource for professional services by Deloitte & Touche LLP, in fiscal year 2009:years 2009 and 2010:
     
  2009 
 
Audit Fees
 $525,000 
Audit Related Fees
 $0 
Tax Fees
 $0 
All Other Fees
 $0 
     
Total
 $525,000 
     
         
  2009  2010 
Audit Fees
 $525,000  $986,105 
Audit Related Fees
 $0  $85,000 
Tax Fees
 $0  $256,729 
All Other Fees
 $0  $0 
       
Total
 $525,000  $1,327,834 
       
Changes in Independent Registered Certified Public Accounting Firm.Prior to Altisource’s separation from Ocwen on August 10, 2009, the independent public accounting firm for Ocwen was PricewaterhouseCoopers LLP.LLP (“PwC”). On September 22, 2009, at the initial meeting of the Board of Directors of Altisource following the separation from Ocwen, the Board of Directors engaged Deloitte & Touche LLP as Altisource’s independent registered public accounting firm for the year ending December 31, 2009, subject to the completion of their customary client acceptance procedures.
The report of PricewaterhouseCoopers LLPPwC on Ocwen’s consolidated financial statements for each of the two years in the period ended December 31, 2008, which was included in Ocwen’s 2008 Annual Report onForm 10-K, did not contain any adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principle.
During each of the two years in the period ended December 31, 2008 and through August 10, 2009 (the date Altisource separated from Ocwen), there were no (i) disagreements between Ocwen and PricewaterhouseCoopers LLPPwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP,PwC, would have caused PricewaterhouseCoopers LLPPwC to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such years, and (ii) “reportable events” as defined in Item 304(a)(1)(v) ofRegulation S-K.
During each of the two years in the period ended December 31, 20082009 and through August 10, 2009,2010, neither the Company nor anyone on its behalf consulted with Deloitte & Touche LLP with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by Deloitte & Touche LLP to the Company that Deloitte & Touche LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions to that Item) or a reportable event (as described in Item 304(a)(1)(v) ofRegulation S-K).
Ocwen requested that PricewaterhouseCoopers LLPPwC furnish Ocwen with a letter addressed to the Securities Exchange Commission stating whether or not PricewaterhouseCoopers LLPPwC agrees with the above statements that are related to PricewaterhouseCoopers LLP.PwC. A copy of PricewaterhouseCoopers LLP’sPwC’s letter, dated September 3, 2009, is attached to that certain Current Report onForm 8-K filed by Ocwen on September 3, 2009.
Audit Fees.This category includes the aggregate fees billed for professional services rendered for the audits of Altisource’s consolidated financial statements for fiscal yearyears 2009 and 2010, for the reviews of the financial statements included in Altisource’s quarterly reports onForm 10-Q during fiscal yearyears 2009 and 2010 and for services


26

that are normally provided by the independent registered certified public accounting firm in connection with statutory and regulatory filings or engagements for the relevant fiscal year.
Audit-Related Fees.This category includes the aggregate fees billed for fiscal yearyears 2009 and 2010 for assurance and related services by the independent registered certified public accounting firm that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees” and generally consist of fees for other attest engagements under professional auditing standards, internal control-related matters, audits of employee benefit plans and due diligence.

34

Tax Fees.This category includes the aggregate fees billed for fiscal yearyears 2009 and 2010 for professional services rendered by the independent registered certified public accounting firm for tax compliance, tax planning and tax advice.
All Other Fees.This category includes the aggregate fees billed for fiscal yearyears 2009 and 2010 for products and services provided by the independent registered certified public accounting firm that are not reported above under “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”
The Audit Committee considered the compatibility of the non-audit-related services provided by and fees paid to Deloitte & Touche LLP in fiscal years 2009 and 2010 and determined that such services and fees are compatible with the independence of Deloitte & Touche LLP.
Deloitte.
The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered certified public accounting firm in order to assure that the provision of such services does not impair the independent registered certified public accounting firm’s independence. Unless a type of service to be provided by the independent registered certified public accounting firm has received general pre-approval, it will require specific pre-approval by the Audit Committee. In fiscal years 2009 and 2010, all fees associated with the independent registered certified public accounting firm’s services were pre-approved by the Audit Committee.
Representatives from Deloitte will be present at the shareholders meeting and will be available to respond to questions from shareholders.
APPROVAL AND RATIFICATION OF SHARE REPURCHASE PROGRAM
Audit Committee Pre-Approval Policy
(Proposal Three).
The BoardAudit Committee may delegate pre-approval authority to one or more of Directors has approved a proposalits members. The member or members to submitwhom such authority is delegated shall report any pre-approval decisions to the shareholders of Altisource a share repurchase program (the “Share Repurchase Program”) wherebyAudit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the Board of Directors of Altisource is empoweredindependent auditor to purchase outstanding shares of the Company’s stock within certain limits. The Share Repurchase Program shall be subject to Luxembourg law and provide for equal treatment for shareholders. The term of authorization to the Board of Directors will be five (5) years. The maximum number of shares authorized to be repurchased will be up to fifteen percent (15%) of shares outstanding as of the date of shareholder approval (shares previously purchased by Altisource from Ocwen shall not apply against this maximum number). Shares are eligible for purchase at a minimum price of one dollar ($1.00) per share and a maximum price of seventy-five dollars ($75.00) per share. The purchase volumes will be subject to daily volume restrictions per SEC regulations. The Board of Directors shall be empowered to give authority to the Company’s Chief Executive Officer to decide within the limits of the authorization set out above, the timing and conditions of the share repurchase program
In lieu of accumulating cash, which provides a low rate of return to shareholders, or paying dividends, which are often subject to double taxation, the Board of Directors believes the Share Repurchase Program will be an effective use of Altisource’s cash earnings to generate shareholder value.
management.


27

35

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE SHARE REPURCHASE PROGRAM
RECEIPT OF THE DIRECTORS’ REPORTSREPORT (“RAPPORTSRAPPORT DE GESTION”GESTION”) ON THE LUXEMBOURG
STATUTORY ACCOUNTS FOR THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND DECEMBER 31, 2007 (THE2010
(THE “DIRECTORS’ REPORTS”REPORT”)
(Proposal Four)
Altisource was incorporated under the laws of Luxembourg on November 4, 1999 as Ocwen Luxembourg S.àr.l., renamed Altisource Portfolio Solutions S.à r.l. on May 12, 2009 and converted into Altisource Portfolio Solutions S.A. on June 5, 2009. Consequently, the Directors’ Reports described below for the years ended December 31, 2008 and December 31, 2007 relate to Ocwen Luxembourg S.ár.l.
Three)
As further described in Proposal FiveFour below, Luxembourg law requires that we maintain Luxembourg statutory accounts for Altisource. Under Luxembourg law, the Board of Directors has a legal obligation to prepare an annual Directors’ Report that presents the Luxembourg statutory account figures for the relevant fiscal year, provides an explanation as to the results, and makes a proposal to the shareholders of Altisource as to the allocation of such results for such fiscal year. This Directors’ Report must be available to and approved by the shareholders of Altisource at the annual general meeting. Altisource’s Directors’ ReportsReport for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 20072010 will be available from April 15, 20102011 at Altisource’s registered office. Following shareholder approval of the Directors Reports, these documentsDirectors’ Report, this document will be filed with the Luxembourg trade registry as a public document. If Altisource does not receive shareholder approval of the Directors’ Reports,Report, we cannot make this filing with the Luxembourg trade registry that is required by Luxembourg law.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” THE APPROVAL AND RATIFICATION OF THE DIRECTORS’ REPORTS REPORT
FOR THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND DECEMBER 31, 20072010.

36

APPROVAL OF THE LUXEMBOURG STATUTORY ACCOUNTS
FOR THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND DECEMBER 31, 2007 2010
AND ALLOCATION OF THE RESULTS OF THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND
DECEMBER 31, 2007
2010
(Proposal Five)
Altisource was incorporated under the laws of Luxembourg on November 4, 1999 as Ocwen Luxembourg S.àr.l., renamed Altisource Portfolio Solutions S.à r.l. on May 12, 2009 and converted into Altisource Portfolio Solutions S.A. on June 5, 2009. Consequently, the description of the Luxembourg statutory accounts set forth below for the years ending December 31, 2008 and December 31, 2007 relate to Ocwen Luxembourg S.ár.l.
Four)
Pursuant to Luxembourg law, the Luxembourg statutory accounts must be submitted each year to the general meeting of the shareholders for approval. These Luxembourg statutory accounts are prepared in accordance with Luxembourg GAAP and consist of a balance sheet, a profit and loss account and the notes to the Luxembourg statutory accounts. There is no statement of movements in equity or statement of cash flow included in the Luxembourg statutory accounts under Luxembourg GAAP; consequently, profits earned by the subsidiaries of Altisource are not included in Altisource’s Luxembourg statutory accounts unless such amounts are distributed to Altisource.
The shareholders of Altisource must ratify the allocation of the results of the Luxembourg statutory accounts of Altisource each year. Luxembourg law requires that at least five percent (5%) of the net profits, if any, for the Luxembourg statutory accounts be apportioned to a legal reserve; provided, however that this allocation shall cease to be compulsory under Luxembourg law when the reserve attains 10% of the share capital of Altisource but shall again become compulsory as soon as the reserve amount falls below this threshold. Following shareholder approval of the Luxembourg statutory accounts, the Directors ReportsReport described in Proposal FourThree above will be filed with the Luxembourg trade registry as a public document. If Altisource does not receive shareholder approval of the Luxembourg statutory accounts, we cannot make this filing with the Luxembourg trade registry that is required by Luxembourg law.


28

The Board of Directors proposes to carry forward the results of Altisource as set forth below.
For the fiscal year ended December 31, 2009,2010, the Luxembourg statutory accounts for Altisource show a balance sheet total of US $34,041,000$54.8 million and a loss for the year of US $57,080. Of this amount, the loss of $57,080 is proposed to be carried forward.$4.3 million. As noted earlier, profits earned by subsidiaries of Altisource are not included in the calculation of net profits for Altisource’s Luxembourg statutory accounts unless such profits have been distributed to Altisource.
For the fiscal year ended December 31, 2008, the Luxembourg statutory accounts for Altisource Portfolio Solutions S.A. show a balance sheet total of EUR 9,769,771.75 and a profit for the year of EUR 136,049.45. This profit amount is proposed to be carried forward.
For the fiscal year ended December 31, 2007, the Luxembourg statutory accounts for Altisource Portfolio Solutions S.A. show a balance sheet total of EUR 9,613,570.61 and a profit for the year of EUR 3,177,480.46. This profit amount is proposed to be carried forward.
Altisource’s Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 20072010 will be available from March 31, 2010April 15, 2011 at Altisource’s registered office.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE APPROVAL OF THE LUXEMBOURG STATUTORY ACCOUNTS
FOR THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND DECEMBER 31, 20072010 AND ALLOCATION OF THE RESULTS
OF THE YEARSYEAR ENDED DECEMBER 31, 2009, DECEMBER 31, 2008 AND
DECEMBER 31, 20072010.

37

DISCHARGE OF EACH OF THE CURRENT AND PAST DIRECTORS OF ALTISOURCE
FOR THE PERFORMANCE OF THEIR MANDATE DURING THE
YEAR ENDED DECEMBER 31, 20092010
(Proposal Six)
Five)
Pursuant to Luxembourg law, shareholders must approve the individual discharge of all of the current and past Directors for the performance of their mandate during the relevant fiscal year. As required pursuant to Luxembourg law, after the adoption of the Luxembourg statutory accounts (as discussed in Proposal FiveFour above), the shareholders of Altisource shall vote whether to discharge Altisource’s Directors for the performance of their mandate during the relevant fiscal year. If the shareholders grant the discharge of Directors for the relevant fiscal year, Altisource will not be able to initiate a liability claim against such Directors in connection with the performance of their mandate for the relevant fiscal year. However, such discharge will not be valid if the Luxembourg statutory accounts contain an omission or false information concerning Altisource’s position. Furthermore, such discharge will not be valid with respect to any acts taken by a Director which fall outside the scope of Altisource’s Articles of Association unless such actions have been disclosed to the shareholders and approved by them. For fiscal year 2009,2010, Altisource believes none of the Directors have taken any actions outside the scope of Altisource’s Articles of Association.
During part or all of the fiscal year ended December 31, 2009,2010, the following persons served as Directors:
William C. Erbey;

William B. Shepro;

Roland Müller-Ineichen;

Timo Vättö and
;
Robert L. de Normandie.DeNormandie; and
Silke Andresen-Kienz.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
DISCHARGE OF EACH OF THE CURRENT AND PAST DIRECTORS OF ALTISOURCE FOR THE
PERFORMANCE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 20092010.


29

38

ADVISORY VOTE ON EXECUTIVE COMPENSATION
“SAY ON PAY”
(Proposal Six)
As required pursuant to Section 14A of the Securities Exchange Act, the Company is presenting this proposal, which gives shareholders the opportunity to approve or not approve our pay program for named executive officers.
As described in detail under the heading “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, incent and retain our named executive officers, who are critical to our success. Pursuant to these programs, the Company seeks to reward the named executive officers for achieving strategic business goals. Please read the “Compensation Discussion and Analysis” for additional details about our executive compensation programs, including information about the fiscal year 2010 compensation of our named executive officers. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, and any related material disclosed in this Proxy Statement.”
While our Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding on us and is advisory in nature.
You may vote for or against the approval of the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure contained in the Proxy Statement.

39

ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE
(Proposal Seven)
As required pursuant to Section 14A of the Securities Exchange Act, the Company is presenting this proposal which gives you as a shareholder the opportunity to inform the Company as to how often you wish the Company to include a proposal, similar to Proposal Six, in our Proxy Statement.
While our Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding on us and is advisory in nature.
You may vote to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every one (1), two (2) or three (3) years or you may abstain.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
OPTION OF “EVERY THREE (3) YEARS” AS THE FREQUENCY WITH WHICH SHAREHOLDERS
ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE
OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
ACCORDINGLY, SIGNED PROXIES RETURNED WITHOUT SPECIFIC VOTING DIRECTIONS
WILL BE VOTED FOR A FREQUENCY OF THREE YEARS.

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APPROVAL OF CHANGE IN DIRECTORS’ COMPENSATION
(Proposal Eight)
The Compensation Committee of our Board of Directors has recommended a change in Directors’ compensation for our non-management members of our Board of Directors. As discussed in the “Board of Directors Compensation” section of this proxy statement, the Compensation Committee wishes to establish Director pay levels that are consistent with those of our peer group companies to ensure we can attract and retain the best possible candidates for our Board of Directors. Luxembourg law requires the Company to submit this proposed change in Directors’ compensation to our shareholders.
We are proposing that cash compensation to our non-management Directors be increased by increasing our annual cash retainer by $9,000 from $40,000 to $49,000.
We are also proposing a one-time award of 500 shares of Common Stock to newly elected non-management Directors that will vest 25% each year on the date of our Annual General Meeting. This one-time award will also be provided to all non-management Directors elected at the 2011 Annual General Meeting.
We are proposing that all other Directors’ compensation amounts remain unchanged.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE APPROVAL OF A CHANGE IN DIRECTORS’ COMPENSATION

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BUSINESS RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board has adopted a policy and procedure for review, approval and monitoring of transactions involving Altisource and related persons (Directors and executive officers or their immediate family members or shareholders owning five percent (5%) or greater of the Company’s outstanding stock) within our written Code of Business Conduct and Ethics which is available at www.altisource.com.www.altisource.com. This policy and procedure is not limited to related person transactions that meet the threshold for disclosure under the relevant Securities and Exchange Commission, as it broadly covers any situation in which a conflict of interest may arise.
Any situation that potentially qualifies as a conflict of interest is to be immediately disclosed to the Compliance Officerand/or the General Counsel to assess the nature and extent of any concern as well as the appropriate next steps. The Compliance Officerand/or the General Counsel will notify the Chairman of the Board if any such situation requires approval of the Board. Related persons are required to obtain the prior written approval of the Audit Committee of the Board of Directors before participating in any transaction or situation that may pose a conflict of interest. In considering a transaction, the Audit Committee will consider all relevant factors including (i) whether the transaction is in the best interests of Altisource; (ii) alternatives to the related person transaction; (iii) whether the transaction is on terms comparable to those available to third parties; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts and (v) the overall fairness of the transaction to Altisource. The Committee will periodically monitor any approved transactions to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.
As of December 31, 2010, our Chairman owns or controls more than 10% of Ocwen’s Common Stock and 25% of our Common Stock. Therefore, transactions between the Company and Ocwen are related party transactions. For the year ended December 31, 2010, we generated approximately 51% of our revenues from Ocwen. These revenues were generated from services provided to Ocwen or sales derived from Ocwen’s loan servicing portfolio. Services provided to Ocwen included residential property valuation, real estate sales, trustee management services, property inspection and preservation, closing and title services, charge-off second mortgage collections, core technology back office support and multiple business technologies including our REALSuite of products. Additionally, Altisource billed Ocwen $1.8 million, and Ocwen billed Altisource $1.1 million for services provided under a Transition Services Agreement. Altisource’s relationship with Ocwen was contemplated at the time of the separation and was implemented prior to the adoption of the related party transaction policy and procedure discussed above.
For further information with regard to related party transactions between the Company and Ocwen, please see the Company’s Form 10-K filed on February 18, 2011.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder desires to have included in our proxy materials relating to our next Annual Meeting of Shareholders, which is scheduled to be held on May 18, 2011,16, 2012, must be received at our executive offices no later than December 1, 2010.8, 2011. All shareholder proposals for the 20112012 Annual Meeting should be directed to our Corporate Secretary at Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet,L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg. We recommend that you send any shareholder proposal by certified mail, return-receipt requested.
For any proposal that is not submitted for inclusion in the 20112012 proxy statement, but is instead sought to be presented directly at the 20112012 Annual Meeting, Securities and Exchange Commission rules permit management to vote proxies in its discretion if we:
(1)receive notice of the proposal before the close of business on February 13, 2012 and advise shareholders in the 2012 proxy statement about the nature of the matter and how management intends to vote on such matter, or
(1) receive notice of the proposal before the close of business on February 13, 2011 and advise shareholders in the 2011 proxy statement about the nature of the matter and how management intends to vote on such matter or
(2)do not receive notice of the proposal prior to the close of business on February 13, 2012.

42

(2) do not receive notice of the proposal prior to the close of business on February 13, 2011.
Notice of intent to present a proposal at the 20112012 Annual Meeting should be directed to our Corporate Secretary at Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg.
We did not receive notice of any shareholder proposals relating to the 20102011 Annual Meeting. At the 20102011 Annual Meeting, our management may exercise discretionary authority when voting on any properly presented shareholder proposal that is not included as an agenda item in this proxy statement.
ANNUAL REPORTS
A copy of our annual report to shareholders onForm 10-K for the year ended December 31, 20092010 was made available to shareholders on or about March 16, 2010.February 18, 2011. The annual report is not part of the proxy solicitation materials and can be found on our website www.altisource.com under Investor Relations.
We will furnish without charge to each person whose proxy is solicited and to each beneficial owner entitled to vote, on written request, a copy of our annual report onForm 10-K for the year ended December 31,


30

2009, 2010, required to be filed by us with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Such requests should be directed to Investor Relations, Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg.
OTHER MATTERS
Proxies will be solicited on behalf of the Board of Directors by mail or electronic means, and we will pay the solicitation costs. Copies of the annual report for 20092010 and this proxy statement will be made available to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners. In addition to solicitations by mail or electronic means, our Directors, officers and employees may solicit proxies personally or by telephone without additional compensation.
The shares represented by all valid proxies received by phone, by Internet or by mail will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies received will be voted: (1) for the nominees for Director named earlier in this proxy statement, (2) for the ratification of the selection of the independent auditor, (3) for the approval of the share repurchase program, (4) for the approval of the Directors’ reportsreport (“rapportsrapport de gestion”) on the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007, (5)2010, (4) for the approval of the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 20072010 and to allocate the results of the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007 and (6)2010, (5) for approval of the discharge of all of the current and past Directors of Altisource for the performance of their mandate during the year ended December 31, 2009.2010, (6) for approval of executive compensation as disclosed in the proxy statement; (7) for three years to be the frequency that an advisory vote on executive compensation be presented to the shareholders and (8) for the approval of the change in Directors’ compensation. Should any matter not described above be properly presented at the meeting, the persons named in the proxy form will vote in accordance with their judgment.
If you are the beneficial owner, but not the record holder, of shares of our Common Stock and have requested a copy of this proxy statement, your broker, bank or other nominee may only deliver one (1) copy of this proxy statement and our 20092010 annual report to multiple shareholders who share an address unless that nominee has received contrary instructions from one (1) or more of the shareholders. Shareholders at an address to which a single copy of this proxy statement and our 20092010 annual report was sent may request a separate copy by contacting Investor Relations, Altisource Portfolio Solutions S.A., 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg. Beneficial owners sharing an address who are receiving multiple copies and who wish to receive a single copy of materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareowners at the shared address.
This proxy statement and our 20092010 annual report may be viewed online at www.altisource.com under Investor Relations. In addition, this proxy statement and our 20092010 annual report may are available atwww.proxyvote.com. If you are a shareholder of record, you can elect to access future annual reports and proxy statements electronically by following the instructions provided if you vote by Internet or by telephone. If you choose this option, you will receive a notice by mail listing the website locations, and your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your Common Stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option.


31

43



ALTISOURCE PORTFOLIO SOLUTIONS S.A.
C/O PROXY SERVICES P.O. BOX
P.O.BOX 9142
FARMINGDALE, NY 11735
VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of FutureELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by Altisource Portfolio Solutions S.AS.A. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M34863-P07803KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
(Reg No.)
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.ForWithholdFor All

The Board of Directors recommends you vote FOR the following:
AllAllExcept
         
   For1. WithholdFor All
AllAllExcept
The Board of Directors recommends that you vote FOR the following:
ooo
1.
 Election of Directors
Nominees
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.


01 William C. Erbey           02 Silke Andresen-Kienz           03 Roland Müller-Ineichen           04 William B. Shepro           05 Timo Vättö

The Board of Directors recommends you vote FOR
the following proposal(s):ForAgainstAbstain
2
Proposal to approve and ratify the appointment of Deloitte & Touche LLP as our independent registered certified public accounting firm for the fiscal year ending December 31, 2010.ooo
3
Proposal to approve and ratify the share repurchase program. o o o
         
Nominees:
01) William C. Erbey
02) William B. Shepro
03) Roland Müller-Ineichen
04) Timo Vättö
05) W. Michael Linn
4The Board of Directors recommends you vote FOR the following proposals:
 ForAgainstAbstain
2.Proposal to ratify the appointment of Deloitte & Touche LLP to be our independent registered certified public accounting firm for the year ending December 31, 2011 and Deloitte S.A. to be our certified auditor for all statutory accounts as required by Luxembourg law for the same period
o
o
o

3.
Proposal to approve and ratify the directors’ reportsDirectors’ report for the yearsyear ended December 31, 2009, December 31, 2008, and December 31, 2007.2010
 o o o
         
5
 

4.
Proposal to approve and ratify the Luxembourg statutory accounts for the yearsyear ended December 31, 2009,2010 and to allocate the results of the year ended December 31, 2008, and December 31, 2007.2010
 o o o
         
6
 Proposal to discharge all of the current and past directors of Altisource Portfolio Solutions S.A. for the performance of their mandate during the year ended December 31, 2009.
 ooFor address changes and/or comments, please check this box and write them on the back where indicated. o
         

Please indicate if you plan to attend this meeting.
oo
YesNo
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
         
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

    For Against Abstain
         
7
5.		 InProposal to discharge each of the current and past Directors of Altisource Portfolio Solutions S.A. for the performance of their discretion, upon such other matters that may properly come beforemandate during the meeting or any adjournment or adjournments thereof.year ended December 31, 2010 o o o
         
 
6.An advisory vote on executive compensationooo
The Board of Directors recommends that you vote FOR “Three Years” on the following proposal:
1 Year2 Years3 YearsAbstain
7.An advisory vote on the frequency of holding an advisory vote on executive compensationoooo
The Board of Directors recommends you vote FOR the following proposal:
ForAgainstAbstain
8.Proposal to approve a change in Directors’ Compensationooo
NOTE:The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s). If no direction is made, this proxy will be voted FOR items 1, 2, 3, 4, 5, 6, and 7. If anySuch other mattersbusiness as may properly come before the meeting or if cumulative voting is required, the person named in this proxy will vote in their discretion.any adjournment thereof.


   
   
Signature [PLEASE SIGN WITHIN BOX]     Date
   
 Signature (Joint Owners)Date  
Signature (Joint Owners)Date


 

(Reg No)
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K Notice & Proxy Statement is/are available at www.proxyvote.com.www.proxyvote.com.
M34864-P07803     

ALTISOURCE PORTFOLIO SOLUTIONS S.A.
2, rue Jean Bertholet - L-1233
291, route d’Arlon, L-1150 Luxembourg
City, Grand Duchy of Luxembourg
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 19, 2010
The shareholders hereby appoint William C. Erbey, William B. Shepro and Kevin J. Wilcox, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize either of them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Altisource Portfolio Solutions S.A. that the shareholders are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 a.m., (Central European Time) on May 19, 2010, at 2, rue Jean Bertholet, L-1233 Luxembourg, Grand Duchy of Luxembourg, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDERS. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
Continued and to be signed on reverse side



ALTISOURCE PORTFOLIO SOLUTIONS S.A.
2, rue Jean Bertholet – L-1233 Luxembourg
Grand Duchy of Luxembourg
REVOCABLE PROXY
THlSTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ALTISOURCE PORTFOLIO SOLUTIONS S.A.
FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2010,18, 2011, AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints William C. Erbey, William B. Shepro and Kevin J. Wilcox, or any of them, as proxy, with full powers of substitution, and hereby authorizes them to represent and vote, as designated on the reverse side, all the shares of common stock (“Common Stock”)of Altisource Portfolio Solutions S.A. (the “Company”) held of record by the undersigned on March 15, 20102011 at the Annual Meeting of Shareholders to be held at the offices of the Company located at 2, rue Jean Bertholet, L-1233291, route d’Arlon, L-1150 Luxembourg City, Grand Duchy of Luxembourg on Wednesday, May 19, 2010,18, 2011, at 9:00 a.m., Central European Time and at any adjournment thereof.
Shares of Common Stock of the Company will be voted as specified.
If you execute and return this proxy without specific voting instructions, this proxy will be voted FOR the election of each of the Board of Directors’ nominees to the Board of Directors, FOR the ratification of the appointment of Deloitte & Touche LLP as theto be our independent registered certified public accounting firm FORfor the proposalyear ending December 31, 2011 and Deloitte S.A. to approvebe our certified auditor for all statutory accounts as required by Luxembourg law for the share repurchase program whereby the Company may purchase outstanding shares of its Common Stock,same period, FOR the proposal to approve the Directors’ reportsreport (“rapports de gestion”gestion”) on the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007,2010, FOR the proposal to approve the Luxembourg statutory accounts for the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 20072010 and to allocate the results of the yearsyear ended December 31, 2009, December 31, 2008 and December 31, 2007 and2010, FOR the proposal to approve the discharge of each of the current and past Directors of the Company for the performance of their mandate during the year ended December 31, 2009.2010, FOR an advisory vote on executive compensation, FOR “Three Years” to be the frequency of holding an advisory vote on executive compensation and FOR the approval of a change in Directors’ compensation. You may revoke this proxy at any time prior to the time it is voted at the Annual Meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Altisource Portfolio Solutions S.A. to be held on May 19, 2010,18, 2011, or any adjournment thereof, a Proxy Statement for the Annual Meeting and the 20092010 Annual Report to Shareholders of the Company prior to the signing of this proxy.

Address Changes/Comments:

Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side)side.)
(Continued and to be dated and signed on the reverse side)side