AMENDMENT NUMBER TWO
TO THE
WYNDHAM WORLDWIDE CORPORATION
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN
WHEREAS , Wyndham Worldwide Corporation (the
“Company”), maintains the Wyndham Worldwide Corporation
Non-Employee Directors Deferred Compensation Plan, as amended
February 27, 2007 (the “Plan”);
WHEREAS, pursuant to Section 13 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;
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
last sentence of Section 9 of the Plan is hereby amended in
its entirety as follows:
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“Directors may be given the opportunity,
as prescribed by the Committee, to change the timing and form
(i.e., installments) of distribution of the amounts credited to
Directors’ Accounts, provided , that
:
(A) such
subsequent election will not become effective until at least twelve
(12) months after the originally scheduled payment date set
forth in this Section 9;
(B) such
subsequent election must delay payment for at least five
(5) years beyond the originally scheduled payment date;
and
(C) such
subsequent election is made at least twelve (12) months before
the originally scheduled payment date.”
