TERMINATION AND RELEASE
AGREEMENT
THIS
TERMINATION AND RELEASE AGREEMENT (“ Agreement
”), dated as of September 8, 2008 is made by and between
WYNDHAM WORLDWIDE CORPORATION, a Delaware corporation (the “
Company ”), and Steven A. Rudnitsky (the “
Executive ”).
WHEREAS,
the Executive and the Company are parties to an Employment
Agreement (the “ Employment Agreement ”),
effective as of July 31, 2006 (the “Employment
Agreement”);
WHEREAS,
the Executive and the Company have mutually agreed to the
termination of the Executive’s employment as Chief Executive
Officer of the Company’s Hotel business unit; and
WHEREAS,
the Executive and the Company desire to set forth herein the terms
and conditions of the termination of the Executive’s
employment with the Company.
NOW,
THEREFORE, in consideration of the mutual promises, representations
and warranties set forth herein, and for other good and valuable
consideration, it is hereby agreed as follows:
1.
Termination of Employment . The Executive shall terminate
employment as Chief Executive Officer of the Company’s
lodging business unit effective as of September 30, 2008 (the
“ Termination Date ”). Effective as of the
Termination Date, the Executive shall execute and deliver to the
Company a letter resigning as an officer and/or director of the
Company and each of its subsidiaries and affiliates.
2.
Payments . (a) Provided that this Agreement has been
executed and is effective as set forth in paragraph 26, the Company
shall pay the Executive, within ten (10) business days
following the later of the Effective Date or the Termination Date,
Two Million One Hundred Sixty Four Thousand Dollars ($2,164,000)
(less applicable amounts withheld in accordance with Section 19 of
this Agreement). Such payment, together with the treatment of
equity set forth in Section 3 of this Agreement, fulfills the
Company’s obligations under Section VII (a) of the
Employment Agreement.
(b) The
Executive shall receive all amounts earned through to the
Termination Date and shall continue to be eligible to participate
in the Company’s
Steve
Rudnitsky
September, 2008
Page 2 of 9
Officer
Deferred Compensation and Employee Savings plans through the
Termination Date in accordance with the Company’s customary
practices applicable to senior executives of the Company. The
Executive shall continue to participate in the Company health and
welfare plans in which he currently participates through the end of
the month in which the Termination Date occurs. Following the
Termination Date, the Executive may elect to continue health plan
coverage in accordance with the provisions of the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”). In the
event that the Executive elects such continuation of coverage, the
Company shall pay, for a period of up to twelve months from the
Termination Date, the Executive’s monthly COBRA premiums in
an amount equal to $961 per month.
(c) The
Executive shall be eligible to continue to use the vehicle provided
to him through the PHH Executive Car Lease program upon the same
terms as currently are in effect, through and until
January 31, 2009. At that time, the Executive shall have the
option to purchase the vehicle in accordance with the terms of such
program for use. If the Executive chooses not to purchase the
vehicle, the Executive shall relinquish the vehicle to Human
Resources on or before January 31, 2009.
(d) The
Executive may continue to use the financial services provided
through The Ayco Company for the remainder of the 2008 calendar
year and through calendar year 2009.
(e) The
Company shall pay to the Executive any vested and owing but not yet
paid amounts due under any employee benefit plans or programs of
the Company. For avoidance of doubt, any amounts payable to the
Executive pursuant to this Section 2(e) shall be paid in accordance
with the terms of the Company’s applicable employee benefit
plans or programs.
(f) Provided
that the Executive surrender to the Corporate Information Security
department the Blackberry and Dell X300 laptop computer Product
number 64781TU, the Lenovo Monitor. Product number 08505, and the
mouse (hereinafter, the “Business Equipment”) that the
Executive has been using for removal and cleansing of all
proprietary software and proprietary and confidential information
and/or Company property, the Company will assign to the Executive
all ownership interest the Business Equipment. The Company and the
Executive agree that the Business Equipment is of nominal
value.
(g) Provided
such services are utilized no later than August 31, 2009, the
Company will provide the Executive with executive level
outplacement services with A.J. O’Connor and Associates or
such other outplacement service provider as shall be mutually
agreed upon by the Company and the Executive.
3.
Equity Awards . Provided this Release is executed and
effective, (i) all long-term equity incentive awards
(including restricted stock units and stock appreciation rights)
granted to the Executive after the Employment Agreement Effective
Date that are outstanding as of the Termination Date and that
otherwise
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Steve
Rudnitsky
September, 2008
Page 3 of 9
would have
vested within one year following the Termination Date
(“Eligible Awards”) will vest on the later of the
Effective Date or the Termination Date, (ii) any Eligible
Award which is a stock appreciation right will remain outstanding
and exercisable for a period of two years following the Termination
Date (but not beyond the original expiration date), and
(iii) any Eligible Award which is a restricted stock unit will
be settled in accordance with the terms of the applicable
restricted stock unit agreement. In addition, outstanding awards to
purchase common stock of the Company and common stock of Avis
Budget Group, Inc. that were converted from awards to purchase
common stock of Cendant Corporation in connection with the
separation of Cendant Corporation will continue to be governed by
the terms of such awards (which generally provide that outstanding
stock options remain exercisable for three years following the
Termination Date, but not beyond the original expiration
date).
4.
No Mitigation . The Executive shall be under no obligation
to seek other employment in order to be eligible to receive the
payments and benefits set forth herein.
5.
Release of claims. For and in consideration of the payments
and benefits provided in paragraphs 1 – 4 above, Executive,
for himself, his successors and assigns, executors and
administrators, now and forever hereby releases and discharges the
Company, together with all of its past and present parents,
subsidiaries and affiliates, together with each of their officers,
directors, stockholders, partners, employees, agents,
representatives and attorneys, and each of their subsidiaries,
affiliates, estates, predecessors, successors, and assigns
(hereinafter collectively referred to as the “
Releasees ”) from any and all rights, claims, charges,
actions, causes of action, complaints, sums of money, suits, debts,
covenants, contracts, agreements, promises, obligations, damages,
demands or liabilities of every kind whatsoever, in law or in
equity, whether known or unknown, suspected or unsuspected, which
Executive or Executive’s executors, administrators,
successors or assigns ever had, now has or may hereafter claim to
have by reason of any matter, cause or thing whatsoever; arising
from the beginning of time up to the date of the
Release:
(i) relating
in any way to Executive’ employment relationship with the
Company or any of the Releasees, or the termination of
Executive’s employment relationship with the Company or any
of the Releasees;
(ii) arising
under any federal, local or state statute or regulation, including,
without limitation, the Age Discrimination in Employment Act of
1967, as amended by the Older Workers Benefit Protection Act; Title
VII of the Civil Rights Act of 1964; Sections 1981 through
1988 of Title 42 of the United States Code; the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security
Act of 1974 (except for vested benefits which are not affected by
this agreement), the National Labor Relations Act; the Fair Labor
Standards Act; the Occupational Safety and Health Act; the
Consolidated Omnibus Budget Reconciliation Act of 1985; the Federal
Family and Medical Leave Act; or the Worker Adjustment Retraining
Notification Act, each as amended;
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Steve
Rudnitsky
September, 2008
Page 4 of 9
(iii) the
New Jersey Equal Pay Law; Law Against Discrimination; Occupational
Safety and Health Laws; Conscientious Employee Protection Act;
Tobacco Use Discrimination Law; Family Leave Act; Wage and Hour
Laws; “Workers’ Compensation: Retaliation”
provision; “Political Activities of Employees”
provision; “Lie Detector Tests” provision;
(iv) relating
to wrongful employment termination or breach of contract;
or
(v) arising
under or relating to any policy, agreement, understanding or
promise, written or oral, formal or informal, between the Company
and any of the Releasees and Executive; provided ,
however , that notwithstanding the foregoing, nothing
contained in this Release shall in any way diminish or impair:
(a) any rights Executive may have, from and after the date the
Release is executed, under the Termination Agreement, (
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