50 of the Top 250 law firms use our Products every day
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 Virginia M. Wilson (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 II
of the Employment Agreement is hereby amended by adding the
following sentence to the end thereof:
“The
Company acknowledges that given the nature and scope of the
Executive’s duties and responsibilities as the Chief
Financial Officer of a publicly traded company, an integral part of
the Executive being able to perform such duties and
responsibilities is the Executive’s ability to report
directly to the Chief Executive Officer of the Company and the
Company further agrees the Chief Executive Officer of the Company
shall not delegate the direct supervision of the
Executive.”
2. Section IV(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.”
3. Section V
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.”
4. The
penultimate sentence of Section VI 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 IV(a) and in
accordance with the terms of any applicable plan,
respectively.”
5. Section VII(c)(ii)
of the Employment Agreement is hereby amended in its entirety as
follows:
“ii.
‘Constructive Discharge’ means (1) any material
breach by the Company of this Agreement (including a material
reduction of Base Salary, as the same may be increased during the
Period of Employment), (2) the Business Office is relocated to
any location which is more than 50 miles from the city limits of
Parsippany, New Jersey or (3) a material diminution of the
Executive’s duties, responsibility or authority. The
Executive shall provide the Company a written notice which
describes the circumstances being relied on for the
|
