exv10w3






Exhibit 10.3




AMENDMENT NO. 2




TO



EMPLOYMENT AGREEMENT



     AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date, as
first amended (the “First Amendment”) effective as of December 31, 2008 (as amended, the
“Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the
“Company”), and Stephen P. Holmes (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 extend the employment term and amend certain
other provisions of the Employment Agreement as set forth below.



     NOW, THEREFORE, effective as of November 19, 2009, the Employment Agreement is hereby amended
as follows:



     1. The second sentence of Section II of the Employment Agreement is hereby amended and
restated in its entirety as follows:




“The Executive’s duties as an executive officer of the Company shall
be the duties and responsibilities inherent in the position of Chief
Executive Officer, including such duties and responsibilities as the
Board shall assign, and shall specifically include (i) leading the
executive team of the Company, (ii) communicating on a substantial
basis with public company shareholders and investors in connection
with the Company and (iii) setting and implementing the strategic
direction for the Company.”



     2. The first paragraph of Section III of the Employment Agreement is hereby amended and
restated in its entirety as follows:




“The period of the Executive’s employment under this Agreement (the
“Period of Employment”), which began on the Effective Date and was
automatically extended, pursuant to the terms of the Employment
Agreement, following its original termination on July 31, 2009, for an
additional year, shall continue at the end of such additional year,
upon the same terms and conditions as amended from time to time, for a
period of three years commencing on August 1, 2010 and ending on
July 31, 2013, subject to earlier termination as provided in this
Agreement. No later than 180 days prior to the expiration of the
Period of Employment, the Company and the Executive will commence a
good faith negotiation regarding extending the Period of Employment;
provided, that, subject to Section VII(c)(ii) below,



 









 






neither party
hereto shall have any obligation hereunder or otherwise to consummate
any such extension or any new agreement relating to the Executive’s
employment with the Company.”



     3. Sections IV(b), VI, VII(b) and VII(d) of the Employment Agreement are hereby amended to
replace references to “annual bonus” and “Annual Bonus” with “annual incentive compensation” and
“Annual Incentive Compensation,” respectively.



     4. Section VII(a)(i) of the Employment Agreement is hereby amended and restated in its
entirety as follows:




“(i) The Company shall pay the Executive (or his surviving spouse,
estate or personal representative, as applicable), subject to Section
XX, an amount equal to 299% multiplied by the sum of:




     (A) the Executive’s then current base salary, plus




     (B) an amount equal to the highest Annual Incentive Compensation
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
under this Section VII (a)(i)(B) exceed 200% of the Executive’s then
current base salary.”



     5. Section (d) of the first sentence of Section VII(c)(ii) of the Employment Agreement is
hereby amended and restated in its entirety as follows:




“(d) commencing upon the expiration of the Period of Employment, the
Company does not extend the Period of Employment or enter into a new
agreement with the Executive relating to the Executive’s employment
with the Company.”



     6. The first sentence of Section VII(c)(ii) of the Employment Agreement is hereby amended by
deleting sections (e) and (f) therein and re-designating section (g) as (e).



     7. Section X of the Employment Agreement is hereby amended and restated in its entirety as
follows:



“CERTAIN TAXES





(a) Anything in this Agreement or in any other plan, program or
agreement to the contrary notwithstanding and except as set forth
below, if it shall be determined that any payment, distribution or
benefit provided (including, without limitation, the acceleration of
any
payment, distribution or benefit and the acceleration of
exercisability of any stock option) to the Executive or for his
benefit (whether paid or payable or distributed or distributable)
pursuant to the terms of this Agreement or otherwise (a
“Payment”) would be subject, in whole or in part, to the
excise tax imposed by Section 4999 of the Code (the



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“Excise
Tax”), then the Payment shall be automatically reduced to an
amount one dollar ($1) less than an amount that would subject the
Executive to the Excise Tax (the “Reduced Amount”);
provided, however, that the foregoing reduction shall
be made only if and to the extent that such reduction would result in
an increase in the aggregate Payment to be provided to the Executive,
determined on a net after-tax basis (taking into account the Excise
Tax imposed, any tax imposed by any comparable provision of state law,
and any applicable Federal, state and local income taxes). The
reduction of the Payment to the Reduced Amount, if applicable, shall
be made by reducing the payments and benefits in the following order:
(i) first, any cash severance payments made pursuant to this Agreement
or otherwise shall be reduced starting with the last payment due, (ii)
second, any acceleration of vesting of any equity award shall be
deferred starting with the latest vesting tranches, and (iii) third,
any continued benefits provided to the Executive under Section IV(e)
of this Agreement.




(b) All determinations required to be made under this Section X,
including whether an Excise Tax is payable by the Executive and the
amount of such Excise Tax, and the assumptions to be used in arriving
at such determinations shall be made by Deloitte & Touche LLP or such
other certified public accounting firm as may be designated by the
Company (the “Accountants”), which shall provide the Executive
and the Company with detailed supporting calculations within 15 days
after a termination of Executive’s employment or such other event
which results in a Payment which could be subject to the Excise Tax.
Any determination by the Accountants shall be binding upon the Company
and Executive, including for purposes of withholding on amounts
payable under this Agreement.”



     8. Sections XIX and XX of the First Amendment are hereby amended by re-designating such
sections as Sections XX and XXI respectively.



     9. The Executive hereby agrees and acknowledges that the terms of this Amendment No. 2 shall
not constitute grounds for a Constructive Discharge under the Employment Agreement.



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     IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this
19th day of November 2009.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Stephen P. Holmes
 	 
	 	Stephen P. Holmes 	 
	 	 	 
	 
	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	By:  	/s/ Mary R. Falvey
 	 
	 	 	Mary R. Falvey 	 
	 	 	Executive Vice President and

Chief  Human Resources Officer 	 
	 




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