FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2018 by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and the undersigned, an individual (“Indemnitee”).
CREDIT AGREEMENTCredit Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of [·], 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2020 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a “Term B Loan Joinder”) (collectively, the “Lenders” and individually, a “Lender”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 28th, 2024 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any 2018 Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a “2018 Term B Loan Joinder”) (collectively, the “Lenders” and individually, a “Lender”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Amended and Restated Employment Agreement (this “Agreement”), dated as of February 23, 2021 (the “Effective Date”) and further amended, solely as to Section III(B) herein, effective February 13, 2023, is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Geoffrey Ballotti (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 7, 2022 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Michele Allen (the “Executive”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 25th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of May 30, 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto, including, in the case of any 2018 Term B Lender if Prior Spin-Off occurs, pursuant to a joinder hereto on the Term Loan Closing Date in the form of Exhibit N hereto (a “2018 Term B Loan Joinder”) (collectively, the “Lenders” and individually, a “Lender”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITS (NON- EMPLOYEE DIRECTOR)Award Agreement — Restricted Stock Units (Non-Employee Director) • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
WYNDHAM HOTELS & RESORTS, INC., as Issuer,Indenture • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities A
EMPLOYEE MATTERS AGREEMENT by and between WYNDHAM HOTELS & RESORTS, INC. and WYNDHAM DESTINATIONS, INC. Dated as of May 31, 2018Employee Matters Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Separation and Distribution Agreement, dated as of May 31, 2018, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).
LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT by and among WYNDHAM DESTINATIONS, INC., WYNDHAM HOTELS AND RESORTS, LLC, WYNDHAM HOTELS & RESORTS, INC., WYNDHAM HOTEL GROUP EUROPE LIMITED, WYNDHAM HOTEL HONG KONG CO. LIMITED, and WYNDHAM HOTEL ASIA...License, Development and Noncompetition Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
THIS LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of May 31, 2018 (the “Effective Date”), by and among Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), Wyndham Hotels and Resorts, LLC, a Delaware limited liability company (“WHR LLC”), Wyndham Hotel Group Europe Limited, a UK private limited company (“WHG UK”), Wyndham Hotel Hong Kong Co. Limited, a Hong Kong corporation (“WHHK”) and Wyndham Hotel Asia Pacific Co. Limited, a Hong Kong corporation (“WHAP”, and together with SpinCo, WHR LLC, WHG UK, WHHK and WHAP, the “SpinCo Licensors”), on the one hand, and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”), on the other hand. Each of SpinCo and the other SpinCo Licensors, and RemainCo, is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the SDA (as defined below), as applicable.
AGREEMENT AND PLAN OF MERGER by and among Wyndham Worldwide Corporation, WHG BB Sub, Inc. and La Quinta Holdings Inc. Dated as of January 17, 2018Merger Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER, is entered into as of January 17, 2018 (as it may be amended from time to time, this “Agreement”), by and among Wyndham Worldwide Corporation, a Delaware corporation (“Parent”), WHG BB Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and La Quinta Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms which are otherwise not defined herein shall have the meaning set forth in Exhibit A hereto.
TRANSITION SERVICES AGREEMENT by and between Wyndham Destinations, Inc. and Wyndham Hotels & Resorts, Inc.Transition Services Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) effective as of May 31, 2018 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”). Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITS (NON-US EMPLOYEE)Award Agreement — Restricted Stock Units (Non-Us Employee) • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan(the “Plan”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITSAward Agreement — Restricted Stock Units • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
WYNDHAM HOTELS & RESORTS, INC. as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as TrusteeFirst Supplemental Indenture • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 13, 2018 (this “Supplemental Indenture”) between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
TAX MATTERS AGREEMENT by and among Wyndham Destinations, Inc., and Wyndham Hotels & Resorts, Inc. Dated as of May 31, 2018Tax Matters Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2018, by and between Wyndham Destinations, Inc. (f/k/a Wyndham Worldwide Corporation), a Delaware corporation (“RemainCo”) and Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 13th, 2020 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made as of this 3rd day of December, 2019, by Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and David B. Wyshner (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 25th, 2024 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of this 28th day of March, 2024 by Wyndham Hotels & Resorts, Inc., a Delaware Corporation (the “Company”) and Lisa Checchio (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 29th, 2020 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made as of this 5th day of May, 2020, by Wyndham Hotels & Resorts, Inc., a Delaware Corporation (the “Company”) and Robert Loewen (the “Executive”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between WYNDHAM DESTINATIONS, INC. and WYNDHAM HOTELS & RESORTS, INC.Separation and Distribution Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [·], 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”). Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — STOCK-SETTLED STOCK APPRECIATION RIGHTSStock-Settled Stock Appreciation Rights Award Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
WHEREAS the Company, the Trustee and Wyndham Worldwide Corporation, as a Guarantor, are parties to that certain Indenture, dated as of April 13, 2018 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of April 13, 2018 (the “First Supplemental Indenture”), by and between the Company and the Trustee, as further amended by the Second Supplemental Indenture, dated as of May 30, 2018 (collectively, with the Base Indenture and the First Supplemental Indenture, the “Indenture”), by and among the Company, the Guarantors party thereto and the Trustee;
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels
This Assignment and Assumption Agreement (this “Agreement”), dated as of May 31, 2018, is entered into by and between Wyndham Worldwide Corporation (the “Assignor”) and Wyndham Hotels & Resorts, Inc. (the “Assignee”), and will be effective upon the consummation of the previously announced spin-off of the Assignor’s hotel business from the Assignor (the “Spin”), which involves the distribution of all of the outstanding shares of the entity that holds the Assignor’s hotel business (following an internal reorganization of the Assignor’s businesses) on a pro rata basis to the holders of common stock of the Assignor (with the date on which the Spin is consummated, the “Effective Date”). For the avoidance of doubt, if the Assignor publicly announces its decision not to proceed with the Spin, this Agreement will be null and void ab initio, and the Employment Agreement (as defined below) will remain in full force and effect between the Executive (as defined below) and the Assignor.
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”), dated as of August 1, 2017, is hereby made by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and David B. Wyshner (the “Executive”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — PERFORMANCE-VESTED RESTRICTED STOCK UNITSPerformance-Vested Restricted Stock Units Award Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels
This Assignment and Assumption Agreement (this “Agreement”), dated as of [ ], 2018, is entered into by and between Wyndham Worldwide Corporation (the “Assignor”) and Wyndham Hotels & Resorts, Inc. (the “Assignee”), and will be effective upon the consummation of the previously announced spin-off of the Assignor’s hotel business from the Assignor (the “Spin”), which involves the distribution of all of the outstanding shares of the entity that holds the Assignor’s hotel business (following an internal reorganization of the Assignor’s businesses) on a pro rata basis to the holders of common stock of the Assignor (with the date on which the Spin is consummated, the “Effective Date”). For the avoidance of doubt, if the Assignor publicly announces its decision not to proceed with the Spin, this Agreement will be null and void ab initio, and the Employment Agreement (as defined below) will remain in full force and effect between the Executive (as defined below) and the Assignor.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 13th, 2020 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of January 22, 2020, among WHR Licensor, LLC (the “New Guarantor”), a subsidiary of Wyndham Hotels & Resorts, Inc. (or its successor), a Delaware corporation (the “Company”), the Company and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WYNDHAM HOTELS & RESORTS, INC. as Issuer, The guarantors PARTY HERETO and U.S. Bank National Association, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of August 13, 2020 4.375% Notes due 2028Fifth Supplemental Indenture • August 13th, 2020 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
FIFTH SUPPLEMENTAL INDENTURE dated as of August 13, 2020 (this “Supplemental Indenture”) between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), the guarantors party hereto and U.S. Bank National Association, as trustee (the “Trustee”).
AWARD AGREEMENT – PERFORMANCEPerformance Restricted Stock Units Agreement • April 27th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of __________ ___, ____, is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 16th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2022, among WHR Europe, Inc. and WHG Caribbean Holdings, Inc. (each, a “New Guarantor” and together, the “New Guarantors”), each a subsidiary of Wyndham Hotels & Resorts, Inc. (or its successor), a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2023 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 14, 2023 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Geoffrey Ballotti (the “Executive”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — NON-QUALIFIED STOCK OPTIONSAward Agreement — Non-Qualified Stock Options • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
