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AMENDMENT
(“Amendment”) made to the Employment Agreement dated as
of the Effective Date (the “Employment Agreement”), by
and between Wyndham Worldwide Corporation, a Delaware corporation
(the “Company”), and Geoff Ballotti (the
“Executive”). Except as provided herein all terms and
conditions set forth in the Employment Agreement shall remain in
full force and effect.
WHEREAS ,
the Company and the Executive have previously entered into the
Employment Agreement; and
WHEREAS ,
the Company and the Executive desire to amend the Employment
Agreement in a manner intended to address Section 409A of the
Internal Revenue Code of 1986, as amended (the
“Code”).
NOW,
THEREFORE , effective as of December 31, 2008, the
Employment Agreement is hereby amended as follows:
1. Section III(b)
is hereby amended by adding the following sentence to the end
thereof:
“The
Incentive Compensation Award shall be paid to the Executive at such
time as shall be determined by the Committee, but in no event later
than the last day of the calendar year following the calendar year
with respect to which the performance targets
relate.”
2. Section IV
of the Employment Agreement is hereby amended by adding the
following sentence to the end thereof:
“The
Company shall reimburse all taxable business expenses to the
Executive on or before the last day of the Executive’s
taxable year following the taxable year in which the expenses are
incurred.”
3. The
penultimate sentence of Section V of the Employment Agreement
is hereby amended in its entirety as follows:
“The
Company’s obligation to make payments to the Executive under
this Agreement shall cease as of such date of termination, except
for Base Salary and any Incentive Compensation Awards earned but
unpaid as of the date of such termination, which shall be paid in
accordance with the terms set forth in Section III(a) and in
accordance with the terms of any applicable plan,
respectively.”
4. The first
sentence of Section VI(c)(ii) of the Employment Agreement is
hereby amended in its entirety as follows:
“(ii)
‘Constructive Discharge’ means: (i) any material
breach by the Company of the terms of this Agreement; (ii) any
material diminution in the Executive’s Base Salary; or
(iii) a material diminution in the Executive’s
authority, duties or responsibilities.”
5. Section VI(d)
of the Employment Agreement is hereby amended in its entirety as
follows:
“(d)
Conditions to Payment and Acceleration . In the event of a
termination under this Section VI, Base Salary earned but
unpaid as of the date of such termination shall be paid in
accordance with Section III(a), and any Incentive Compensation
Awards earned but unpaid as of the date of such
terminati
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