exv10w8






Exhibit 10.8




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is dated as of November 17, 2008, by and between
Wyndham Worldwide Corporation, a Delaware corporation (the “Company”) and Eric Danziger (the
“Executive”).



     WHEREAS, the Company desires to employ the Executive, and the Executive desires to serve the
Company, in accordance with the terms and conditions of this Agreement.



     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:



SECTION I




EMPLOYMENT; POSITION AND RESPONSIBILITIES



     The Company agrees to employ the Executive, and the Executive agrees to be employed by the
Company, for the Period of Employment as provided in Section II below and upon the terms and
conditions provided in this Agreement. During the Period of Employment, the Executive shall serve
as, Chief Executive Officer of Wyndham Hotel Group, LLC (the Company’s lodging business), (the
“Hotel Group”). The Executive shall report to, and be subject to the direction of, the Chief
Executive Officer of the Company (the “Supervising Officer”). The Executive shall perform such
duties and exercise such supervision with regard to the business of the Company as are associated
with his respective positions, such as exercising responsibility for the lodging segment results,
as well as such reasonable additional duties as may be prescribed from time to time by the
Supervising Officer. The Executive shall, during the Period of Employment, devote substantially all
of his time and attention during normal business hours to the performance of services for the
Company. The Executive shall maintain a primary office and conduct his business in Parsippany, New
Jersey (the “Business Office”), except for normal and reasonable business travel in connection with
his duties hereunder.



SECTION II




PERIOD OF EMPLOYMENT



     The period of the Executive’s employment under this Agreement (the “Period of Employment”)
shall begin on or before January 2, 2009, and shall end on the third anniversary of the Effective
Date (as defined below), 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, 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. For the
avoidance of doubt, the Executive shall not



 









 




be entitled to payments pursuant to Section VI(a) of this Agreement by reason of the Company
electing to not enter into a new agreement with the Executive following the Period of Employment.
Notwithstanding anything to the contrary herein, in the event that the Executive does not begin his
employment on or before January 2, 2009, then this Agreement and all of the rights and obligations
of the parties hereto hereunder shall terminate and be void and of no force or effect. For
purposes of this Agreement, the term “Effective Date” means the date on which the Executive’s
employment with the Company begins.




SECTION III




COMPENSATION AND BENEFITS



     For all services rendered by the Executive pursuant to this Agreement during the Period of
Employment, including services as an executive officer, director or committee member of the Company
or any subsidiary or affiliate of the Company, the Executive shall be compensated as follows:




	 	(a)	 	Base Salary. Beginning on the Effective Date, the Company shall
initially pay the Executive a fixed base salary (“Base Salary”) equal to $500,000, per
annum, and thereafter the Executive shall be eligible to receive annual increases as
the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the
“Board”) deems appropriate, in accordance with its customary procedures regarding
salaries of senior officers. Base Salary shall be payable according to the customary
payroll practices of the Company, but in no event less frequently than once each month.
	 
	 	(b)	 	Annual Incentive Awards. The Executive will be eligible to earn an
annual bonus for each fiscal year of the Company during the Period of Employment based
upon a target bonus equal to 100% of Base Salary earned during each such year, subject
to the attainment by the Company and/or the Hotel Group of applicable performance
targets established and certified by the Committee, including, if approved by the
Committee, performance and bonus targets relating to the attainment of above-target
performance (each such annual bonus, an “Incentive Compensation Award”). The
Executive’s bonus targets relating to Incentive Compensation Awards will be established
by the Company based upon financial performance targets substantially equivalent to
those applicable to other comparable senior executive officers (excluding the
Supervising Officer). The Incentive Compensation Award shall be paid to the Executive
by March 15th of the calendar year following the calendar year with respect to which
the performance targets relate; provided, however, that the Executive
shall remain employed by the Company on the date of payment.
	 
	 	(c)	 	Long-Term Incentive Awards. As promptly as possible after the opening
the Company’s first trading window following the Effective Date, the Committee shall
grant the Executive a long term equity award with an aggregate grant date value equal
to $1,500,000, which shall be comprised of such instruments as shall be granted to
other similarly-situated senior executive officers (excluding the




2









 






	 	 	 	Supervising Officer) (the “2009 Grant”). The 2009 Grant shall vest as determined by
the Committee, including with respect to any performance-based conditions applicable
to vesting, in its sole and absolute discretion, and shall be subject to the terms
and conditions of the Company’s 2006 Equity and Incentive Plan, a copy of which was
previously provided to the Executive and which is publicly available as an exhibit
to the Company’s periodic filings with the Securities and Exchange Commission, and
the applicable agreement evidencing such award as determined by the Committee.
Thereafter, the Executive shall be eligible for long term incentive awards as
determined by the Committee, and the Executive will participate in such grants at a
target compensation level commensurate with his position as a senior executive
officer of the Company. For purposes of this Agreement, awards described in this
paragraph are referred to as “Long Term Incentive Awards.”






	 	(d)	 	Relocation. The Executive will be provided with relocation assistance
in accordance with the Company’s relocation policy.
	 
	 	(e)	 	Additional Benefits. The Executive shall be entitled to participate in
all other compensation and employee benefit plans or programs and receive all benefits
and perquisites for which salaried employees of the Company generally are eligible
under any plan or program now in effect, or later established by the Company, on the
same basis as most similarly situated senior executives of the Company with comparable
duties and responsibilities. The Executive shall participate to the extent permissible
under the terms and provisions of such plans or programs, and in accordance with the
terms of such plans and program. For 2009, such programs shall include access to a
company-provided car, financial planning and tax services and executive medical
benefits upon the same terms and conditions applicable to similarly situated executives
of the Company (other than the Supervising Officer).





SECTION IV




BUSINESS EXPENSES



     The Company shall promptly reimburse the Executive for all reasonable travel and other
expenses incurred by the Executive in connection with the performance of his duties and obligations
under this Agreement. The Executive shall comply with such limitations and reporting requirements
with respect to expenses as may be established by the Company from time to time for its executive
officers and shall promptly provide all appropriate and requested documentation in connection with
such expenses. The Company shall reimburse all taxable business expenses to the Executive on or
before the last day of the Executive’s taxable year following the taxable year in which the
expenses are incurred.



3









 





SECTION V




DEATH AND DISABILITY



     The Period of Employment shall end upon the Executive’s death. If the Executive becomes
Disabled (as defined below) during the Period of Employment, the Period of Employment may be
terminated at the option of the Executive upon notice of resignation to the Company, or at the
option of the Company upon notice of termination to the Executive. For purposes of this Agreement,
“Disability” shall have the meaning set forth in Section 409A of the Internal Revenue Code of 1986
(the “Code”), as amended, and the rules and regulations promulgated thereunder (“Code Section
409A”). The Company’s obligation to make payments to the Executive under this Agreement shall cease
as of such date of termination, except for Base Salary and any Incentive Compensation Awards earned
but unpaid as of the date of such termination, which shall be paid in accordance with the terms set
forth in Section III(a) and Section III(b), respectively. Notwithstanding the foregoing, the
Company will not take any action with respect to the Executive’s employment status pursuant to this
paragraph earlier than the date on which the Executive becomes eligible for long-term disability
benefits under the Company’s long-term disability plan in effect from time to time.



SECTION VI




EFFECT OF TERMINATION OF EMPLOYMENT




	 	(a)	 	Without Cause Termination and Constructive Discharge. If the
Executive’s employment terminates during the Period of Employment due to either a
Without Cause Termination or a Constructive Discharge (each as defined below): the
Company shall pay the Executive (or his surviving spouse, estate or personal
representative, as applicable), in accordance with paragraph (d) below, a lump sum
payment equal to 200% multiplied by the sum of (i) the Executive’s then current Base
Salary, plus (ii) the Executive’s then current target Incentive Compensation Award. In
addition, upon such event, all time-based Long Term Incentive Awards (including all
stock options and stock appreciation rights) granted on or after the Effective Date
which would have otherwise vested within one year following the Executive’s termination
of employment, will become vested and, subject to paragraph (d) below, paid upon the
Executive’s termination of employment, and any such awards which are stock options or
stock appreciation rights will remain outstanding for a period of two years (but not
beyond the original expiration date) following the Executive’s termination of
employment. With respect to any performance-based Long Term Incentive Awards
(including restricted stock units but excluding stock options and stock appreciation
rights) granted on or after the Effective Date, provided that the performance goals
applicable to the Long-Term Incentive Award are achieved, the Executive shall be
entitled to vest in and be paid a pro-rata portion of such Long Term Incentive Award
based upon the portion of the full performance period during which the Executive was
employed by the Company plus 12 months (or, if less, assuming employment for the entire
performance period). Subject to paragraph (d) below, any vested performance-based Long
Term Incentive Awards shall be paid to the Executive at the time that the awards vest




4









 






	 	 	 	and are paid to employees generally. The provisions relating to Long Term Incentive
Awards set forth in this paragraph shall not supersede or replace any provision or
right of the Executive relating to the acceleration of the vesting of such awards in
the event of a change in control of the Company or the Executive’s death or
disability, whether pursuant to an applicable stock plan document or award
agreement.
	 
	 	(b)	 	Termination for Cause; Resignation. If the Executive’s employment
terminates due to a Termination for Cause or a Resignation, Base Salary earned but
unpaid as of the date of such termination shall be paid to the Executive in accordance
with paragraph (d) below. Outstanding stock options and other equity awards held by
the Executive as of the date of termination shall be treated in accordance with their
terms.
	 
	 	(c)	 	For purposes of this Agreement, the following terms have the following
meanings:






	 	(i)	 	“Termination for Cause” means a termination of the Executive’s
employment due to (a) the Executive’s willful failure to substantially perform
his duties as an employee of the Company or any subsidiary (other than any such
failure resulting from incapacity due to physical or mental illness), (b) any
act of fraud, misappropriation, dishonesty, embezzlement or similar conduct
against the Company or any subsidiary, (c) the Executive’s conviction of a
felony or any crime involving moral turpitude (which conviction, due to the
passage of time or otherwise, is not subject to further appeal), (d) the
Executive’s gross negligence in the performance of his duties or (e) the
Executive purposefully or negligently makes (or has been found to have made) a
false certification to the Company pertaining to its financial statements.
Unless the Company reasonably determines in its sole discretion that the
Executive’s conduct is not subject to cure, then the Company will provide
notice to the Executive of its intention to terminate the Executive’s
employment and that such termination is a Termination for Cause, along with a
description of the Executive’s conduct which the Company believes gives rise to
the Termination for Cause, and provide the Executive with a period of 15 days
to cure such conduct and/or challenge the Company’s determination that such
termination was a Termination for Cause; provided, however, that (i) the
determination of whether such conduct has been cured and/or gives rise to a
Termination for Cause shall be made by the Company in its sole discretion and
(ii) the Company shall be entitled to immediately and unilaterally restrict or
suspend the Executive’s duties during such 15 day period pending such
determination.
	 
	 	(ii)	 	“Constructive Discharge” means (a) any material breach by the
Company of the terms of this Agreement, (b) a material diminution in Base
Salary or (c) a material diminution in the Executive’s authority, duties or
responsibilities. The Executive will provide the Company a written notice
which describes the circumstances being relied on for such termination with
respect to this Agreement within thirty (30) days after the event giving rise
to the notice. The Company will have thirty (30) days




5









 






	 	 	 	after receipt of such notice to remedy the situation prior to the
termination for Constructive Discharge.


	 	(iii)	 	“Without Cause Termination” or “Terminated Without Cause”
means termination of the Executive’s employment by the Company other than due
to death, disability, or Termination for Cause.
	 
	 	(iv)	 	“Resignation” means a termination of the Executive’s employment
by the Executive, other than in connection with a Constructive Discharge.






	 	(d)	 	Conditions to Payment and Acceleration. In the event of a termination
under this Section VI, Base Salary earned but unpaid as of the date of such termination
shall be paid in accordance with Section III(a), and any Incentive Compensation Awards
earned but unpaid as of the date of such termination shall be paid in accordance with
Section III(b). All payments due to the Executive under the first sentence of Section
VI(a) shall be made in a lump sum to the Executive within 60 days following the date of
termination; provided, however, that such payment shall be subject to,
and contingent upon, the execution by the Executive (or his beneficiary or estate) of a
release of claims against the Company and its affiliates in such reasonable form
determined by the Company in its sole discretion. The payments due to the Executive
under this Section VI shall be in lieu of any other severance benefits otherwise
payable to the Executive under any severance plan of the Company or its affiliates.





SECTION VII




OTHER DUTIES OF THE EXECUTIVE



DURING AND AFTER THE PERIOD OF EMPLOYMENT




	 	(a)	 	The Executive shall, with reasonable notice during or after the Period of
Employment, furnish information as may be in his possession and fully cooperate with
the Company and its affiliates as may be requested in connection with any claims or
legal action in which the Company or any of its affiliates is or may become a party.
After the Period of Employment, the Executive shall cooperate as reasonably requested
with the Company and its affiliates in connection with any claims or legal actions in
which the Company or any of its affiliates is or may become a party. The Company agrees
to reimburse the Executive for any reasonable out-of-pocket expenses incurred by
Executive by reason of such cooperation, including any loss of salary, and the Company
shall make reasonable efforts to minimize interruption of the Executive’s life in
connection with his cooperation in such matters as provided for in this paragraph.
	 
	 	(b)	 	The Executive recognizes and acknowledges that all information pertaining to
this Agreement or to the affairs; business; results of operations; accounting methods,
practices and procedures; members; acquisition candidates; financial condition;
clients; customers or other relationships of the Company or any of its affiliates
(“Information”) is confidential and is a unique and valuable asset of the




6









 






	 	 	 	Company or any of its affiliates. Access to and knowledge of certain of the
Information is essential to the performance of the Executive’s duties under this
Agreement. The Executive shall not during the Period of Employment or thereafter,
except to the extent reasonably necessary in performance of his duties under this
Agreement, give to any person, firm, association, corporation, or governmental
agency any Information, except as may be required by law. The Executive shall not
make use of the Information for his own purposes or for the benefit of any person or
organization other than the Company or any of its affiliates. The Executive shall
also use his best efforts to prevent the disclosure of this Information by others.
All records, memoranda, etc. relating to the business of the Company or its
affiliates, whether made by the Executive or otherwise coming into his possession,
are confidential and shall remain the property of the Company or its affiliates.
	 	(c)	 	 






	 	(i)	 	During the Period of Employment and the Post Employment Period,
(as defined below and, together with the Period of Employment, the “Restricted
Period”), irrespective of the cause, manner or time of any termination, the
Executive shall not use his status with the Company or any of its affiliates to
obtain loans, goods or services from another organization on terms that would
not be available to him in the absence of his relationship to the Company or
any of its affiliates.
	 
	 	(ii)	 	During the Restricted Period, the Executive shall not make any
statements or perform any acts intended to or which may have the effect of
advancing the interest of any existing or prospective competitors of the
Company or any of its affiliates or in any way injuring the interests of the
Company or any of its affiliates. During the Restricted Period, the Executive,
without prior express written approval by the Board, shall not engage in, or
directly or indirectly (whether for compensation or otherwise) own or hold any
proprietary interest in, manage, operate, or control, or join or participate in
the ownership, management, operation or control of, or furnish any capital to
or be connected in any manner with, any business or venture which competes in
any way or manner with the Company’s lodging business, as such business or
businesses may be conducted from time to time, either as a general or limited
partner, proprietor, common or preferred shareholder, officer, director, agent,
employee, consultant, trustee, affiliate, or otherwise. The Executive
acknowledges that the Company’s and its affiliates’ businesses are conducted
nationally and internationally and agrees that the provisions in the foregoing
sentence shall operate throughout the United States and the world.
	 
	 	(iii)	 	During the Restricted Period, the Executive, without express
prior written approval from the Board, shall not solicit any then-current
clients of the Company or any of its affiliates for any existing business of
the Company or any of its affiliates or discuss with any employee of the
Company or any of its affiliates information or operation of any business
intended to compete with the Company or any of its affiliates.




7









 






	 	(iv)	 	During the Restricted Period, the Executive shall not interfere
with the employees or affairs of the Company or any of its affiliates or
solicit or induce any person who is an employee of the Company or any of its
affiliates to terminate any relationship such person may have with the Company
or any of its affiliates, nor shall the Executive during such period directly
or indirectly engage, employ or compensate, or cause or permit any person with
which the Executive may be affiliated, to engage, employ or compensate, any
employee of the Company or any of its affiliates. The Executive hereby
represents and warrants that the Executive has not entered into any agreement,
understanding or arrangement with any employee of the Company or any of its
affiliates pertaining to any business in which the Executive has participated
or plans to participate, or to the employment, engagement or compensation of
any such employee.
	 
	 	(v)	 	For the purposes of this Agreement, the term “proprietary
interest” means legal or equitable ownership, whether through stock holding or
otherwise, of an equity interest in a business, firm or entity or ownership of
more than 5% of any class of equity interest in a publicly-held company, the
term “affiliate” shall include without limitation all subsidiaries and
licensees of the Company and the term, “Post Employment Period” means either
(1) if the Executive’s employment terminates for any reason at such time
following the expiration of the Period of Employment hereunder, a period of one
year following the Executive’s termination of employment; or (2) if the
Executive’s employment terminates during the Period of Employment hereunder, a
period of two years following the Executive’s termination of employment.






	 	(d)	 	The Executive hereby acknowledges that damages at law may be an insufficient
remedy to the Company if the Executive violates the terms of this Agreement and that
the Company shall be entitled, upon making the requisite showing, to preliminary and/or
permanent injunctive relief in any court of competent jurisdiction to restrain the
breach of or otherwise to specifically enforce any of the covenants contained in this
Section VII without the necessity of showing any actual damage or that monetary damages
would not provide an adequate remedy. Such right to an injunction shall be in addition
to, and not in limitation of, any other rights or remedies the Company may have.
Without limiting the generality of the foregoing, neither party shall oppose any motion
the other party may make for any expedited discovery or hearing in connection with any
alleged breach of this Section VII.
	 
	 	(e)	 	The period of time during which the provisions of this Section VII shall be in
effect shall be extended by the length of time during which the Executive is in breach
of the terms hereof as determined by any court of competent jurisdiction on the
Company’s application for injunctive relief.
	 
	 	(f)	 	The Executive agrees that the restrictions contained in this Section VII are an
essential element of the compensation the Executive is granted hereunder and but for
the Executive’s agreement to comply with such restrictions, the Company would not have
entered into this Agreement.




8









 











SECTION VIII




INDEMNIFICATION



     The Company shall indemnify the Executive to the fullest extent permitted by the laws of the
state of the Company’s incorporation in effect at that time, or the certificate of incorporation
and by-laws of the Company, whichever affords the greater protection to the Executive (including
payment of expenses in advance of final disposition of a proceeding as permitted by such laws or
certificate of incorporation and bylaws).



SECTION IX




MITIGATION



     The Executive shall not be required to mitigate the amount of any payment provided for
hereunder by seeking other employment or otherwise, nor shall the amount of any such payment be
reduced by any compensation earned by the Executive as the result of employment by another employer
after the date the Executive’s employment hereunder terminates.



SECTION X




WITHHOLDING TAXES



     The Executive acknowledges and agrees that the Company may directly or indirectly withhold
from applicable payments under this Agreement all federal, state, city or other taxes that shall be
required pursuant to any law or governmental regulation.



SECTION XI




EFFECT OF PRIOR AGREEMENTS



     This Agreement shall supersede any prior agreements between the Company and the Executive
relating to the terms of the Executive’s employment, and any such prior agreement shall be deemed
terminated without any remaining obligations of either party thereunder (excluding agreements
relating to outstanding incentive compensation and equity awards which explicitly survive).



SECTION XII




CONSOLIDATION, MERGER OR SALE OF ASSETS



     Nothing in this Agreement shall preclude the Company from consolidating or merging into or
with, or transferring all or substantially all of its assets to, another corporation which assumes
this Agreement and all obligations and undertakings of the Company hereunder. Upon



9









 




such a consolidation, merger or sale of assets the term “the Company” shall mean the other
corporation and this Agreement shall continue in full force and effect.




SECTION XIII




MODIFICATION



     This Agreement may not be modified or amended except in writing signed by the parties hereto.
No term or condition of this Agreement shall be deemed to have been waived except in writing by the
party charged with waiver. A waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver for the future or act as a waiver of anything other than that
which is specifically waived.



SECTION XIV




GOVERNING LAW



     This Agreement has been executed and delivered in the State of New Jersey and its validity,
interpretation, performance and enforcement shall be governed by the internal laws of that state.



SECTION XV




ARBITRATION




	 	(a)	 	Any controversy, dispute or claim arising out of or relating to this Agreement
or the breach hereof which cannot be settled by mutual agreement of the parties hereto
(other than with respect to the matters covered by Section VII for which the Company
may, but shall not be required to, seek injunctive relief) shall be finally settled by
binding arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state arbitration law) as follows: Any party hereto who is
aggrieved shall deliver a notice to the other party hereto setting forth the specific
points in dispute. Any points remaining in dispute twenty (20) days after the giving of
such notice may be submitted to arbitration in New Jersey, to the American Arbitration
Association, before a single arbitrator appointed in accordance with the arbitration
rules of the American Arbitration Association, modified only as herein expressly
provided. After the aforesaid twenty (20) days, either party hereto, upon ten (10) days
notice to the other, may so submit the points in dispute to arbitration. The arbitrator
may enter a default decision against any party who fails to participate in the
arbitration proceedings.
	 
	 	(b)	 	The decision of the arbitrator on the points in dispute shall be final,
unappealable and binding, and judgment on the award may be entered in any court having
jurisdiction thereof.




10









 






	 	(c)	 	Except as otherwise provided in this Agreement, the arbitrator shall be
authorized to apportion its fees and expenses and the reasonable attorneys’ fees and
expenses of any such party as the arbitrator deems appropriate. In the absence of any
such apportionment, the fees and expenses of the arbitrator shall be borne equally by
each party, and each party shall bear the fees and expenses of its own attorney.
	 
	 	(d)	 	The parties hereto agree that this Section XV has been included to rapidly and
inexpensively resolve any disputes between them with respect to this Agreement, and
that this Section XV shall be grounds for dismissal of any court action commenced by
either party hereto with respect to this Agreement, other than post-arbitration actions
seeking to enforce an arbitration award. In the event that any court determines that
this arbitration procedure is not binding, or otherwise allows any litigation regarding
a dispute, claim, or controversy covered by this Agreement to proceed, the parties
hereto hereby waive any and all right to a trial by jury in or with respect to such
litigation.
	 
	 	(e)	 	The parties shall keep confidential, and shall not disclose to any person,
except as may be required by law, the existence of any controversy hereunder, the
referral of any such controversy to arbitration or the status or resolution thereof.





SECTION XVI




SURVIVAL



     Section VII through, and including, Section XIX shall continue in full force in accordance
with their respective terms notwithstanding any termination of the Period of Employment.



SECTION XVII




SEPARABILITY



     All provisions of this Agreement are intended to be severable. In the event any provision or
restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in
part, such finding shall in no way affect the validity or enforceability of any other provision of
this Agreement. The parties hereto further agree that any such invalid or unenforceable provision
shall be deemed modified so that it shall be enforced to the greatest extent permissible under law,
and to the extent that any court of competent jurisdiction determines any restriction herein to be
unreasonable in any respect, such court may limit this Agreement to render it reasonable in the
light of the circumstances in which it was entered into and specifically enforce this Agreement as
limited.



11









 





SECTION XVIII




NO CONFLICTS



     The Executive represents and warrants to the Company that he is not a party to or otherwise
bound by any agreement or arrangement (including, without limitation, any license, covenant, or
commitment of any nature), or subject to any judgment, decree, or order of any court or
administrative agency, that would conflict with or will be in conflict with or in any way preclude,
limit or inhibit the Executive’s ability to execute this Agreement or to carry out his duties and
responsibilities hereunder.



SECTION XIX




SECTION 409A OF THE CODE




	 	(a)	 	Section 409A. Although the Company does not guarantee to the Executive
any particular tax treatment relating to the payments and benefits under this
Agreement, it is intended that such payments and benefits be exempt from, or comply
with, 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.
	 
	 	(b)	 	Separation From Service. A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of amounts or benefits subject to Code Section 409A upon or following a
termination of employment unless such termination is also a “Separation from Service”
within the meaning of Code Section 409A (“Separation from Service”) and, for purposes
of any such provision of this Agreement, references to a “resignation,” “termination,”
“termination of employment” or like terms shall mean Separation from Service.
	 
	 	(c)	 	Reimbursement. With regard to any provision herein that provides for
reimbursement of costs and expenses or in-kind benefits, except as permitted by Code
Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject
to liquidation or exchange for another benefit and (ii) the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in
any other taxable year, provided, that the foregoing clause shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section
105(b) of the Code solely because such expenses are subject to a limit related to the
period the arrangement is in effect.
	 
	 	(d)	 	Specified Employee. If the Executive is deemed on the date of
termination of employment to be a “specified employee”, within the meaning of that term
under Section 409A(a)(2)(B) of the Code and using the identification methodology
selected by the Company from time to time, or if none, the default methodology, then:




12









 












	 	(i)	 	With regard to any payment, the providing of
any benefit or any distribution of equity under this Agreement
that constitutes “deferred compensation” subject to Code
Section 409A, payable upon separation from service, such
payment, benefit or distribution shall not be made or provided
prior to the earlier of (x) the expiration of the six-month
period measured from the date of the Executive’s Separation
from Service or (y) the date of the Executive’s death; and
	 
	 	(ii)	 	On the first day of the seventh month following
the date of the Executive’s Separation from Service or, if
earlier, on the date of death, (x) all payments delayed
pursuant to this Section XIX shall be paid or reimbursed to the
Executive in a lump sum, and any remaining payments and
benefits due under this Agreement shall be paid or provided in
accordance with the normal dates specified for them herein and
(y) all distributions of equity delayed pursuant to this
Section XIX shall be made to the Executive.






	 	(e)	 	Compliance. 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 Executive by Code
Section 409A or any damages for failing to comply with Code Section 409A.





[Signature Page Follows]




13









 





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	By:  	/s/ Mary R. Falvey
 	 
	 	 	Mary R. Falvey 	 
	 	 	Executive Vice President and
Chief Human Resources Officer 	 
	 
	 	 	 
	 	 	                                              /s/ Eric Danziger
 	 
	 	 	Eric Danziger