EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”), dated as of June 1, 2018 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and Geoffrey Ballotti (the “Executive”).
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”).
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”.
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”.
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.
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.
