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AMENDMENT NUMBER ONE
TO THE
WYNDHAM WORLDWIDE CORPORATION
SAVINGS RESTORATION PLAN
WHEREAS , Wyndham Worldwide Corporation (the
“Company”), maintains the Wyndham Worldwide Corporation
Savings Restoration Plan (the “Plan”);
WHEREAS, pursuant to Section 10.1 of the Plan, the
Company has reserved the right to amend the Plan;
WHEREAS, the Company desires to amend the Plan to comply
with Section 409A of the Internal Revenue Code of 1986, as
amended, and regulations and guidance issued thereunder
(collectively, “Code Section 409A”);
and
WHEREAS, approval by the Company’s stockholders is not
required with respect to these amendments.
NOW , THEREFORE , the Plan is hereby amended
effective as of December 31, 2008, as follows:
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1.
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The
first sentence of Section 2.19 of the Plan is hereby amended
in its entirety as follows:
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“
Separation from Service means a Participant’s death,
retirement or other termination of employment with the Employer and
all of its affiliates (as determined in accordance with Treasury
Regulation § 1.409A-1(h)(1)). All references in the Plan to
the capitalized term ‘Termination of Employment’ shall
be replaced with ‘Separation from
Service’.”
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2.
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The
second sentence of Section 3.1 of the Plan is hereby amended
in its entirety as follows:
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“Any
individual who becomes an Eligible Employee after the Effective
Date may become a Participant by completing an Enrollment Agreement
and filing it with the Committee within 30 days following the
date the individual first becomes an Eligible
Employee.”
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3.
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Section 4.2 of the Plan is
hereby amended by adding the following sentence to the end
thereof:
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“Notwithstanding any other provision
herein, any Compensation deferred pursuant to a Participant’s
Deferral Contribution election
shall be for
Compensation that relates solely to services performed after the
Enrollment Agreement is filed.”
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4.
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Section 7.1 of the Plan is
hereby amended in its entirety as follows:
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“7.1
Timing of Distribution . Except as provided in
Section 7.3 hereof, amounts credited to a Participant’s
Account shall be distributed to the Participant or Beneficiary
within 90 days following the later to occur of the close of
the Plan Year during which the Participant has incurred a
Termination of Employment and the date which is seven months
following the Participant’s Termination of
Employment.”
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5.
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Section 7.2 of the Plan is
hereby amended in its entirety as follows:
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“7.2
Form of Benefit . Amounts distributable pursuant to
Section 7.1 hereof will be paid in any of the following forms:
(i) in one lump sum or (ii) in installments payable for a
term not to exceed five years. Such election shall be made in such
Participant’s Enrollment Agreement at the time of such
Participant’s initial participation in the
Plan.”
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6.
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Section 7.3 of the Plan is
hereby amended by
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