AMENDMENT NUMBER ONE
TO THE
WYNDHAM WORLDWIDE CORPORATION
OFFICER DEFERRED COMPENSATION PLAN
WHEREAS , Wyndham Worldwide Corporation (the
“Company”), maintains the Wyndham Worldwide Corporation
Officer Deferred Compensation Plan (the
“Plan”);
WHEREAS, pursuant to Section 9.1 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)).”
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2.
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The
second sentence of Section 4.1 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, by completing an Election Form and filing it with the
Plan Administrator within 30 days following the date the
individual first becomes an Eligible Employee, elect to defer a
percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit,
which are payable to the Participant after the date on which the
individual files the Election Form.”
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3.
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Section 4.1 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 an Election Form
shall be Compensation that relates solely to services performed
after the Election Form is filed.”
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4.
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Section 7.1 of the Plan is
hereby amended by adding the following sentences to the end
thereof:
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“Notwithstanding anything to the contrary
in the Plan, including this Section 7.1, the Participant may
make a one time election no later than December 31, 2008, to
receive a distribution from the Participant’s account under
the Plan on a specified date in accordance with the transition
relief set forth under Internal Revenue Service Notice 2006-79 and
2007-86 with regard to Code Section 409A (as defined below).
Any such election shall be made on the form to be provided by the
Plan Administrator which shall set forth the provisions applicable
to such election.”
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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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“Subject
to Section 7.5, within 90 days of a Change of Control,
each Participant shall be paid his or her entire Account balance
(including any amount vested pursuant to Section 6.3) in a
single lump sum payment.”
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6.
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Section 7.3 of the Plan is
hereby amended in its entirety as follows:
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If a
Participant dies prior to the complete distribution of his or her
Account, the balance of the Account shall be paid within
90 days of the Participant’s death to the
Participant’s designated beneficiary or beneficiaries,
i
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