AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Exhibit 10.7
AMENDMENT NO. 2
TO
AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the March 31, 2008, as
first amended effective as of December 31, 2008 (together, the “Employment Agreement”), by and
between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Xxxxx Xxxxxxxx
(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 to clarify
certain terms regarding the amount of the Executive’s severance benefit provided under the
Employment Agreement in order to address Section 162(m) of the Internal Revenue Code of 1986, as
amended.
NOW, THEREFORE, effective as of December 16, 2009, the Employment Agreement is hereby amended
as follows:
1. The first sentence of Section VI(a) of the Employment Agreement is hereby amended in its
entirety and replaced with the following two sentences:
If the Executive’s employment terminates during the Period of Employment
due to either a Without Cause Termination or a Constructive Discharge
(each as defined below): the Company shall pay the Executive (or his
surviving spouse, estate or personal representative, as applicable), in
accordance with paragraph (d) below, a lump sum payment equal to 200%
multiplied by the sum of (x) the Executive’s then current Base Salary,
plus (y) an amount equal to the highest Incentive Compensation Award
paid to the Executive with respect to the three fiscal years of the
Company immediately preceding the fiscal year in which Executive’s
termination of employment occurs, but in no event shall the amount set
forth in this subsection (y) exceed 100% of the Executive’s then current
Base Salary. In the event of the Executive’s termination during the
three years following the Effective Date such amount in subsection (y)
shall be no less than the then current base salary.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this
16th day of December 2009.
| EXECUTIVE
|
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| /s/ Xxxxx Xxxxxxxx | ||||
| Xxxxx Xxxxxxxx | ||||
| WYNDHAM WORLDWIDE CORPORATION |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Xxxx X. Xxxxxx | ||||
| Executive Vice President and Chief Human Resources Officer |
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