WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN FORM OF AWARD AGREEMENT — STOCK APPRECIATION RIGHTS
Exhibit 10.55
WYNDHAM WORLDWIDE CORPORATION
2006 EQUITY AND INCENTIVE PLAN
2006 EQUITY AND INCENTIVE PLAN
FORM OF AWARD AGREEMENT — STOCK APPRECIATION RIGHTS
Award Agreement (this “Agreement”), dated as of xx/xx/xxxx, by and between Wyndham
Worldwide Corporation, a Delaware corporation (the “Company”), and the grantee indicated on Exhibit
A attached hereto (the “Grantee”), pursuant to the terms and conditions of the Wyndham Worldwide
Corporation 2006 Equity and Incentive Plan (the “Plan”).
In consideration of the provisions contained in this Agreement, the Company and the Grantee
agree as follows:
Upon the Grantee’s exercise of the Award, in whole or in part, the Grantee shall receive from
the Company, a number of shares of Stock determined by taking the excess (if any) of (i) the
aggregate Fair Market Value of all of the Stock subject to the Award or portion thereof being
exercised (determined as of the time of exercise), less (ii) the aggregate “exercise price per
share” of all of the Stock subject to the Award or portion thereof being exercised, and dividing
the result by the Fair Market Value of one share of Stock determined as of the time of exercise.
3. Schedule of Lapse of Restrictions. Subject to Paragraph 4 below, the Award granted
hereunder shall vest in the manner set forth on Exhibit A attached hereto, subject to the Grantee’s
continuous employment with the Company through each respective vesting date. Upon (i) a Change in
Control, (ii) the Grantee’s termination of employment by reason of death or Disability or (iii) if
applicable, such other event as set forth in the Grantee’s written agreement of employment with the
Company, the Award shall become immediately and fully vested, subject to any terms and conditions
set forth in the Plan and imposed by the Committee.
7. No Rights to Continued Employment; Loss of Office. Neither this Agreement nor the Award
shall be construed as giving the Grantee any right to continue in the employ of the Company or any
of its subsidiaries, or shall interfere in any way with the right of the Company to terminate such
employment. Notwithstanding any other provision of the Plan, the Award, this Agreement or any other
agreement (written or oral) to the contrary, for purposes of the Plan and the Award, a termination
of employment shall be deemed to have occurred on the date upon which the Grantee ceases to perform
active employment duties for the Company following the provision of any notification of termination
or resignation from employment, and without regard to any period of notice of termination of
employment (whether expressed or implied) or any period of severance or salary continuation.
Notwithstanding any other provision of the Plan, the Award, this Agreement or any other agreement
(written or oral) to the contrary, the Grantee shall not be entitled (and by accepting an Award,
thereby irrevocably waives any such entitlement), by way of compensation for loss of office or
otherwise, to any sum or other benefit to compensate the Grantee for the loss of any rights under
the Plan as a result of the termination or expiration of an Award in connection with any
termination of employment. No amounts earned pursuant to the Plan or any Award shall be deemed to
be eligible compensation in respect of any other plan of Wyndham Worldwide Corporation or any of
its subsidiaries.
8. Governing Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
giving effect to the conflicts of laws principles thereof.
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13. Authority. The Compensation Committee of the Board of Directors of Wyndham
Worldwide Corporation shall have full authority to interpret and construe the terms of the
Plan and this Agreement. The determination of the Committee as to any such matter of
interpretation or construction shall be final, binding and conclusive on all parties,
including the Grantee.
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Wyndham Worldwide Corporation |
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By: | ||||
Xxxxxxx X. Xxxxxx | ||||
Chairman, President and CEO | ||||
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EXHIBIT A (RSUs and SSARs)
Wyndham Worldwide Corporation
2006 Equity and Incentive Plan
Statement of Stock Settled Stock Appreciation Rights (SSARs) and
Restricted Stock Units (RSUs) Award
2006 Equity and Incentive Plan
Statement of Stock Settled Stock Appreciation Rights (SSARs) and
Restricted Stock Units (RSUs) Award
Granted To: |
Name | |||
Address 1 | ||||
Address 2 | ||||
Award Date: |
xx/xx/xxxx | |||
Number of SSARs Granted (*): |
xxx,xxx | |||
Number of RSUs Granted (**): |
xxx,xxx | |||
Actual SSARs Award Grant Value: |
$x,xxx,xxx | (Units Granted x Black-Scholes Value per Unit) | ||
Actual RSUs Award Grant Value: |
$x,xxx,xxx | (Units Granted x Dollar Value per Unit) | ||
Total Grant Value |
$x,xxx,xxx |
* Determined by dividing your Allocated LTIP Award SSARs Dollars by the Wyndham Worldwide
Black-Scholes value on the award date, rounded down to the nearest whole unit. The award will
expire on xx/xx/xxxx.
** Determined by dividing your Allocated LTIP Award RSUs Dollars (Total Allocated LTIP Dollars
less Actual -SSARs Award Grant Value) by the Wyndham Worldwide closing stock price on the award
date and rounded down to the nearest whole unit.
Vesting Date xx/xx/xxxx xx/xx/xxxx xx/xx/xxxx xx/xx/xxxx |
Vesting RSUs xx% xx% xx% xx% |
Vesting SSARs xx% xx% xx% xx% |
RSU Dollar Value per Unit = $xx.xx
SSAR Black-Scholes Value per Unit = $xx.xx; Exercise Price Per Share = $xx.xx
SSAR Black-Scholes Value per Unit = $xx.xx; Exercise Price Per Share = $xx.xx
RETAIN THIS NOTIFICATION AND YOUR RESTRICTED STOCK UNIT AGREEMENT WITH YOUR IMPORTANT DOCUMENTS AS A
RECORD OF THIS AWARD.
Subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive
Plan, you have been awarded Restricted Stock Units and Stock Settled Stock Appreciation Rights.
The vesting referenced above is subject to you remaining continuously
employed with Wyndham Worldwide Corporation through each respective vesting date (see grant
agreement).
Please review the spelling of your name and your address. If any of this information is incorrect,
please contact the Wyndham Worldwide Stock Plan Administration Department at (000) 000-0000.