EX-10.2






Exhibit 10.2




WYNDHAM WORLDWIDE CORPORATION

2006 EQUITY AND INCENTIVE PLAN




FORM OF AWARD AGREEMENT — CASH-BASED AWARD




     Award Agreement (this “Agreement”), dated [Month] [Day], 2009, by and between Wyndham
Worldwide Corporation, a Delaware corporation (the “Company”), and the grantee indicated in
the Statement of Cash-Based Award (the “Cash Award”), attached hereto as Exhibit A
(the “Grantee”), pursuant to the terms and conditions of the Wyndham Worldwide Corporation
2006 Equity and Incentive Plan, as may be amended from time to time (the “Plan”). Unless
otherwise indicated, any capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Plan.



     In consideration of the provisions contained in this Agreement, the Company and the Grantee
agree as follows:



     1. Plan. This Agreement is subject to all the terms, conditions and provisions of the Plan,
including, without limitation, the amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and as may be in effect
from time to time. If and to the extent that this Agreement conflicts or is inconsistent with the
terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. A copy of the Plan and a prospectus for the Plan are attached
hereto as Exhibit B and Exhibit C, respectively.



     2. Award. Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plan and this Agreement, this Agreement evidences the Company’s grant
of a cash-based award as indicated in the Cash Award (the “Award”), to the Grantee pursuant
to action of the Committee. Upon the vesting of the Award, as described in Paragraph 3 below, the
Company shall provide the Grantee within thirty (30) days of each respective Vesting Date (as set
forth in the Cash Award), for each cash unit of the Award that becomes vested, a payment equal to
the Fair Market Value of such cash unit on the respective Vesting Date; provided,
however, that the Company shall deduct from any payment an amount that the Company
determines is necessary to meet all required minimum withholding taxes.



     3. Vesting. Subject to the provisions of the Plan and this Agreement, the Award shall vest in
accordance with the Vesting Schedule set forth in the Cash Award, subject to the Grantee’s
continuous employment with the Company, the Parent or a Subsidiary through each respective Vesting
Date set forth in the Cash Award. There shall be no proportionate or partial vesting in the
periods prior to each Vesting Date and, except as otherwise provided in the Plan, Paragraph 4 below
or Grantee’s written agreement of employment with the Company, all vesting shall occur only on the
appropriate Vesting Date. Notwithstanding the foregoing, the Committee may, in its sole
discretion, provide for the accelerated vesting of the Award at any time.



     4. Change in Control; Additional Vesting. Notwithstanding anything provided in Paragraph 3
above, 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,1 the Award shall become
immediately and fully vested, subject to any terms and conditions set forth in the Plan and/or
imposed by the Committee. The Company shall provide the Grantee within thirty (30) days following
the applicable event described above, for each cash unit of the Award that becomes vested, a
payment equal to the Fair Market Value of such cash unit on the date of the applicable event
described above; provided, however, that the Company shall deduct from any payment
an amount that the Company determines is necessary to meet all required minimum withholding taxes.



     5. Termination of Employment. Notwithstanding any other provision of the Plan to the
contrary, and, if applicable, subject to Grantee’s written agreement of employment with the
Company, upon the termination of the Grantee’s employment with the Company, the Parent or a
Subsidiary for any reason whatsoever (other than death or disability), the Award, to the extent not
yet vested, shall immediately and automatically terminate. Upon the termination of the Award, all
rights of the Grantee in respect of the Award shall cease. Notwithstanding the foregoing, if the
Grantee’s termination of employment is a Termination for Cause (as defined in the Grantee’s written
agreement of employment with the Company), this Award, whether vested or not vested, shall
thereupon terminate and expire as of the date of such termination.



     6. Restriction on Transfer; No Assignment. No part of the Award shall be transferable other
than by will or by the laws of descent and distribution and during the lifetime of the Grantee, may
be exercised only by the Grantee or the Grantee’s legal representative. In addition, the Award
shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or
herein), and the Award shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer the Award or in the event of any levy upon the Award by reason of any
execution, attachment or similar process contrary to the provisions hereof, such transfer shall be
void and of no effect.



     7. No Rights to Continued Employment. 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, this Agreement, the Cash Award or any
other agreement (written or oral) to the contrary, for purposes of the Plan, this Agreement and the
Cash 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,
the Cash Award 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





 




			
	1	 	If a Grantee has a non-safe harbor definition of “good
reason” in his or her employment agreement, such grantee will have an alternate
provision in order to comply with Code Section 409A.




2









 









termination of employment. No amounts earned pursuant to the Plan or the Cash Award shall be
deemed to be eligible compensation in respect of any other plan of the Company 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
effect to the conflicts of laws principles thereof.



     9. Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the
Company or, if applicable, the Parent or a Subsidiary shall deduct from any payment to the Grantee
such sum as may be necessary to discharge the Company’s, the Parent’s or such Subsidiary’s
obligations with respect to any tax, assessment or other governmental charge imposed on property or
income received by the Grantee pursuant to this Agreement and the Award. Accordingly, the Grantee
agrees that the Company, the Parent or a Subsidiary shall deduct from any payment to the Grantee
any and all required minimum withholding taxes, as the Company may determine in its sole
discretion.



     10. Notices. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or
such other address as the Grantee may designate in writing to the Company, or to the Company, at 22
Sylvan Way, Parsippany, NJ 07054, Attention: General Counsel, or such other address as the Company
may designate in writing to the Grantee.



     11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.



     12. Amendments. This Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.



     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.



     14. Provisions of Plan Control. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof (other than any exercise notice or other
documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between
the Company and the Grantee with respect to the subject matter hereof. Except with respect to a
written amendment to this Agreement between the Company and the Grantee, the Grantee may only rely
upon the Plan and this Agreement with respect to the Grantee’s rights and obligations hereunder and
may not rely on any representation or statement made by the Company or its affiliates or any of its
or their officers, directors, employees or agents, whether written or oral, regarding the Grantee’s
participation in the Plan and any rights thereunder. Neither the



3









 







Company nor any of its affiliates guarantee the current or future value of the Award or the
performance of the Stock underlying the Award.



     15. Code Section 409A. Although the Company does not guarantee to the Grantee any particular
tax treatment relating to the Award, it is intended that the Award be exempt from Section 409A of
the Code and the regulations and guidance promulgated thereunder (collectively, “Code Section
409A”), and this Agreement shall be construed in a manner consistent with the requirements for
avoiding taxes or penalties under Code Section 409A. For purposes of Code Section 409A, the
Grantee’s right to receive any installment payments pursuant to this Agreement shall be treated as
a right to receive a series of separate and distinct payments. Whenever a payment under this
Agreement specifies a payment period with reference to a number of days (e.g., “payment
shall be made within thirty (30) days following each respective vesting date”), the actual date of
payment within the specified period shall be within the sole discretion of the Company.
Notwithstanding anything herein to the contrary, in no event whatsoever shall the Company or any of
its affiliates be liable for any additional tax, interest or penalties that may be imposed on the
Grantee by Code Section 409A or any damages for failing to comply with Code Section 409A.



     16. Transfer of Personal Data. The Grantee authorizes, agrees and unambiguously consents to
the transmission by the Company or any its affiliates of any personal data information related to
the Award awarded under this Agreement for legitimate business purposes (including, without
limitation, the administration of the Plan). This authorization and consent is freely given by the
Grantee.



     17. Counterparts. This Agreement may be executed with counterpart signature pages or in
separate counterparts each of which shall be an original and all of which taken together shall
constitute one and the same agreement.



     18. No Acquired Rights. THE GRANTEE ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY
TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD MADE UNDER THIS AGREEMENT IS COMPLETELY
INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C)
NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE CASH-BASED AWARD AWARDED HEREUNDER)
GIVE THE GUARANTEE ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.



4









 





     IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.



	 	 	 	 	 
	 	Wyndham Worldwide Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	Grantee
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Name)	 	 







5









 








EXHIBIT A




Wyndham Worldwide Corporation

2006 Equity and Incentive Plan (the “Plan”)




Statement of Cash-Based Award (“Cash Award”)



Subject to the terms and conditions of the Plan, your Award Agreement — Cash-Based Award, dated
[DATE] (the “Award Agreement”), attached hereto, and this Cash Award, you have been awarded the
right to receive cash payments indexed to a number of cash units set forth below. The vesting
referenced below is subject to you remaining continuously employed with the Company through each
respective Vesting Date (see Award Agreement).




	 	 	 	 	 
	Granted To:

	 	Employee Name	 	 
	 

	 	Address 1	 	 
	 

	 	Address 2	 	 
	 
	 	 	 	 
	Cash Award Date:

	 	xx/xx/xxxx	 	 
	Number of cash units(*):

	 	     xxx,xxx	 	 
	 
	 	 	 	 
	Cash Award Grant Value:	 	$x,xxx,xxx          (Cash Units x Dollar Value per Unit)
	 
	 	 	 	 
	[*Determined by dividing your Allocated LTIP Award Dollars by 1 USD on the Cash Award Date
and rounded down to the nearest whole 1 USD.]
	 
	 	 	 	 
	 

	 	Vesting Date
	 	Vesting Percentage
	 
	 	 	 	 
	 

	 	xx/xx/xxxx
	 	xx%
	 

	 	xx/xx/xxxx
	 	xx%
	 

	 	xx/xx/xxxx
	 	xx%
	 

	 	xx/xx/xxxx
	 	xx%






RETAIN THIS CASH AWARD, THE PLAN AND YOUR AWARD AGREEMENT AS A RECORD OF THIS AWARD.



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 (800) 247-6350.





 









 








EXHIBIT B




[The Plan]





 









 








EXHIBIT C




[Prospectus for the Plan]