December 1, 2008
Exhibit 10.9
Wyndham Worldwide Corporation
0 Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000 telephone
(000) 000-0000 facsimile
xxx.xxxxxxxxxxxxxxxx.xxx
0 Xxxxxx Xxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000 telephone
(000) 000-0000 facsimile
xxx.xxxxxxxxxxxxxxxx.xxx
December 1, 2008
Xx. Xxxx Xxxxxxxx
0000 Xxxxx Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxx Xxxxxx, XX 00000
0000 Xxxxx Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxx Xxxxxx, XX 00000
Dear Xxxx:
Reference is made to the Employment Agreement (the “Agreement”), dated as of November 17, 2008, by
and between Wyndham Worldwide Corporation (the “Company”) and Xxxx Xxxxxxxx (“you”). Due to the
fact that you are beginning your employment with the Company earlier than expected, it is hereby
agreed that, notwithstanding anything to the contrary in Section III(b) of the Agreement, one-half
of the 2009 Grant (measured by dollar value) shall be granted to you by the Committee on December
1, 2008, which is the last day of the Company’s current trading window (the “Q4 Trading Window”).
The remaining one-half of the 2009 Grant that is not granted during the Q4 Trading Window shall be
granted when the Committee approves the annual grants for similarly situated senior executive
officers in 2009. It is further agreed that this letter agreement is intended to, and shall only,
address the timing of the 2009 Grant and not any of the other terms of the 2009 Grant, including,
without limitation, the type of instruments granted or the vesting schedule related to such grant,
which terms are set forth in the Agreement.
Except as modified by this letter agreement, the Agreement shall remain in full force and effect.
All capitalized terms used but not defined herein shall have the meanings given to such terms in
the Agreement. All references in the Agreement to “Agreement” shall be deemed to include this
letter agreement.
If you agree with the foregoing, please execute two copies of this letter agreement and return the
originals to the attention of Xxxx X. Xxxxxxx, Senior Vice President, Deputy General Counsel and
Corporate Secretary, at the address set forth above.
Very truly yours, | ||||
WYNDHAM WORLDWIDE CORPORATION | ||||
By: | /s/ Xxxx X. Xxxxxx | |||
Xxxx X. Xxxxxx | ||||
Executive Vice President and Chief Human Resources Officer |
||||
Accepted and Agreed to by: |
||||
/s/ Xxxx Xxxxxxxx | ||||
Xxxx Xxxxxxxx | ||||
2