exv10w17






Exhibit 10.17




WYNDHAM WORLDWIDE CORPORATION

2006 EQUITY AND INCENTIVE PLAN

(AMENDED AND RESTATED AS OF MAY 12, 2009)




FORM OF AWARD AGREEMENT — 

STOCK SETTLED STOCK APPRECIATION RIGHTS



     This Award Agreement (this “Agreement”), dated as of xx/xx/xxxx, is 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 (amended and restated as of May 12, 2009) (the “Plan”).



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



     1. The Plan. The Award granted to the Grantee hereunder is made pursuant to the Plan. A copy
of the Plan and a prospectus for the Plan are attached hereto and the terms of the Plan are hereby
incorporated in this Agreement. Terms used in this Agreement which are not defined in this
Agreement shall have the meanings used or defined in the Plan.



     2. Award. Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plan and this Agreement, the Company hereby grants the Award indicated
on Exhibit A attached to this Agreement (the “Award”) to the Grantee, with an “Exercise Price Per
Share” as indicated on Exhibit A attached, which, upon exercise, shall be settled by the Company in
shares of Stock. The Award has been granted as of the date hereof and shall terminate on the
Expiration Date specified on Exhibit A attached, subject to earlier termination as provided herein
and in the Plan. Upon the termination or expiration of the Award, all rights of the Grantee in
respect of this Award hereunder shall cease. Subject to the provisions of the Plan and this
Agreement, the Award shall vest in accordance with the schedule set forth on Exhibit A attached
hereto and as further described in Section 3 below.



     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 Stock Settled Stock
Appreciation Rights 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/or
imposed by the Committee.




     4. 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 and its subsidiaries for
any reason whatsoever (other than death or Disability), the Award, to the extent not yet vested,
shall immediately and automatically terminate. Further, upon the termination of the Grantee’s
employment with the Company and its subsidiaries for any reason, and if applicable, subject to
Grantee’s written agreement of employment with the Company, the Grantee shall have the right to
exercise the Award, to the extent vested, for a period of one year immediately following such
termination of employment, and after such one year period the Award shall immediately and
automatically terminate without notice to the Grantee.



     5. Award Provisions. The Award may only be exercised in accordance with the terms of the Plan
and the administrative procedures established by the Company and/or the Committee from time to
time, and may be exercised at such times permitted by the Company in its sole discretion. The
exercise of the Award is subject to the Grantee making appropriate tax withholding arrangements
with the Company in accordance with the terms of the Plan and the administrative procedures
established by the Company and/or the Committee from time to time. The Award is subject to
adjustment in the event of certain changes in the capitalization of the Company, to the extent set
forth in the Plan.



     6. 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, 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.



     7. Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the
Grantee agrees to remit to the Company or any of its applicable subsidiaries such sum as may be
necessary to discharge the Company’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



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agrees to remit to the Company or applicable subsidiary any and all required minimum withholding
taxes. Such payment shall be made to the Company or any applicable subsidiary of the Company in a
form that is reasonably acceptable to the Company, as the Company may determine in its sole
discretion.




     8. 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.



     9. Authority. The Compensation Committee of the Board of Directors of the Company 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.



     10. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company
with respect to any shares of Stock underlying or relating to the Award until the issuance of Stock
to the Grantee in respect of such Award.



     11. Blackout Periods. The Grantee acknowledges that, from time to time as determined by the
Company in its sole discretion, the Company may establish “blackout periods” during which this
Award may not be exercised. The Company may establish a blackout period for any reason or for no
reason.



     12. Succession and Transfer. Each and all of the provisions of this Award Agreement are
binding upon and inure to the benefit of the Company and the Grantee and their respective estate,
successors and assigns, subject to any limitations on transferability under applicable law or as
set forth in the Plan or herein.



     13. No Assignment. This Agreement (and the Award) may not be assigned by the Grantee by
operation of law or otherwise.



     14. 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 the Company,
Attention: General Counsel, or such other address as the Company may designate in writing to the
Grantee.



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



     16. 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.



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



	 	 	 	 	 
	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	
 	 
	 	Stephen P. Holmes 	 
	 	Chairman and Chief Executive Officer 	 



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EXHIBIT A (SSARs)




Wyndham Worldwide Corporation

2006 Equity and Incentive Plan (amended and restated as of May 12, 2009)

Statement of Stock Settled Stock Appreciation Rights (SSARs) Award



	 	 	 
	Granted To:

	 	Employee Name

Employee Address

City, State Zip
	 
	 	 
	Award Date:

	 	xx/xx/xxxx
	 
	 	 
	Number of SSARs Granted (*):

	 	xxx,xxx
	 
	 	 
	SSARs Black-Scholes Value per Unit:

	 	$xx.xx
	 
	 	 
	Exercise Price Per SSAR:

	 	$xx.xx
	 
	 	 
	Actual SSARs Award Grant Value:

	 	$x,xxx,xxx (Number of SSARs Granted x SSAR Black-
Scholes Value per Unit)








 




			
	*	 	Determined by dividing your Actual SSARs Award Grant Value by the SSAR Black-Scholes Value
per Unit on the award date, rounded down to the nearest whole unit. The award will expire on
xx/xx/xxxx.





	 	 	 
	Vesting Date	 	Vesting
	 	 	SSARs
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%






RETAIN THIS NOTIFICATION AND YOUR STOCK SETTLED STOCK APPRECIATION RIGHTS AGREEMENT WITH YOUR
IMPORANT DOCUMENTS AS A RECORD OF THIS AWARD.



Subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive
Plan (amended and restated as of May 12, 2009), you have been awarded 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.



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 (973) 753-7001.





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