exv10w4






Exhibit 10.4




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”), dated as of November 19, 2009, is hereby made by
and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Franz S.
Hanning (the “Executive”).



     WHEREAS, the Company and the Executive were parties to the Employment Agreement, dated and
effective as of August 1, 2006, by and between the Company and the Executive, as amended pursuant
to that certain Amendment No. 1 to Employment Agreement, dated as of December 31, 2008, by and
between the Company and the Executive (collectively, the “Prior Agreement”); and



     WHEREAS, the Company desires to employ the Executive as a full-time employee of the Company
and the Executive desires to serve the Company in such capacity, 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




EFFECTIVENESS



     This Agreement shall be deemed effective and enforceable by the parties hereto as of the
Effective Date (as defined below) and the Prior Agreement shall be deemed to have terminated and to
be of no further force or effect as of the Effective Date.



SECTION II




EMPLOYMENT; POSITION AND RESPONSIBILITIES



     During the Period of Employment (as defined below) the Company agrees to employ the Executive
and the Executive agrees to be employed by the Company.



     During the Period of Employment, the Executive will serve as a full-time employee of the
Company and of the Company’s vacation ownership business (“WVO”) in the capacity of Chief Executive
Officer of WVO, and will report directly to, and serve at the discretion of, the Chief Executive
Officer of the Company (the “CEO”).



     The Executive will, 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, or
as otherwise reasonably directed by the CEO from time to time. The Executive will maintain a
primary office and conduct his business in Orlando, Florida, except for normal and reasonable
business travel in connection with his duties hereunder.



 









 





SECTION III




PERIOD OF EMPLOYMENT



     The period of the Executive’s employment under this Agreement (the “Period of Employment”),
began on August 1, 2009 (the “Effective Date”) and shall end on the second anniversary of the
Effective Date, 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 VII of this
Agreement by reason of the Company electing to not enter into a new agreement with the Executive
following the Period of Employment.



SECTION IV




COMPENSATION AND BENEFITS


A. Compensation.




     For services rendered by the Executive pursuant to this Agreement during the Period of
Employment, the Company will pay the Executive base salary at an annual rate equal to six hundred
six thousand dollars ($606,000) or such greater amount as may be determined from time to time by
the Company in its sole discretion (the “Base Salary”). The Base Salary shall be payable according
to the customary payroll practices of the Company.


B. Annual Incentive Awards.




     In addition, the Executive will be eligible to receive an annual incentive compensation award
in respect of each fiscal year of the Company during the Period of Employment targeted to equal
$660,000, subject to the terms and conditions of the annual bonus plan covering employees of the
Company, and further subject to such performance goals, criteria or targets reasonably determined
by the Company in its sole discretion in respect of each such fiscal year (each such annual bonus,
an “Incentive Compensation Award”). As the Incentive Compensation Award is subject to the
attainment of performance criteria, it may be paid, to the extent earned or not earned, at
below-target levels, and above target levels (not to exceed 125% of target level). The Incentive
Compensation Award shall be paid to the Executive at such time as shall be determined by the
Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”), but in
no event later than the last day of the calendar year following the calendar year with respect to
which the performance targets relate.


C. Employee Benefits.




     During the Period of Employment, the Company will provide the Executive with employee benefits
generally offered to all eligible full-time employees of WVO, and with perquisites generally
offered to similarly situated officers of the Company, subject to the terms of the applicable
employee benefit plans or policies of WVO and/or the Company.



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     Following the Effective Date, subject to the Company retaining ownership or access to private
aircraft, and subject to availability, the Executive will receive access to such aircraft for such
business use. The use of such aircraft will at all times be subject to applicable Company policies
and Internal Revenue Code regulations. In the event the Company’s owned or accessible private
aircraft is not available for the Executive’s business use, or in the event the Company no longer
owns or has access to a private aircraft, the Company will charter a private aircraft.



     During the Period of Employment, the Company shall continue to provide the Executive with life
insurance benefits in such manner no less favorable than the arrangement in effect prior to the
Effective Date.


D. Expenses.




     During the Period of Employment, the Company will reimburse the Executive for reasonable
business expenses incurred and timely submitted in accordance with any applicable policy of the
Company. The Company shall reimburse all taxable business expenses to the Executive promptly
following submission but in no event later than the last day of the Executive’s taxable year
following the taxable year in which the expenses are incurred.


E. Annual Long Term Incentive Awards.




     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.” Any Long Term
Incentive Awards 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 (Amended and
Restated as of May 12, 2009) (the “Equity Plan”), a copy of 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.



SECTION V




DISABILITY



     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. The
Company’s obligation to make payments to the Executive under this Agreement will cease as of such
date of termination, except for earned but unpaid Base Salary, any earned but unpaid Incentive
Compensation Awards (for prior year, if applicable) and a pro rata
Incentive Compensation Award, if any, in respect of the year in which such termination occurs
(pro rata at target level based upon number of days worked during such year). For purposes of this
Agreement, “Disabled” shall have the meaning set forth under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”). For purposes of this Section V, Base Salary shall be paid
in accordance with the terms set forth in Section IV-A, and any Incentive



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Compensation Award shall
be paid in accordance with the terms set forth in Section IV-B.




SECTION VI




DEATH



     In the event of the death of the Executive during the Period of Employment, the Period of
Employment will end and the Company’s obligation to make payments under this Agreement will cease
as of the date of death, except for earned but unpaid Base Salary, any earned but unpaid Incentive
Compensation Awards (for prior year, if applicable) and a pro rata Incentive Compensation Award in
respect of the year in which his death occurs (pro rata at target level based upon number of days
worked during such year), if any, which will be paid to the Executive’s surviving spouse, estate or
personal representative, as applicable. For purposes of this Section VI, Base Salary shall be paid
in accordance with the terms set forth in Section IV-A, and any Incentive Compensation Award shall
be paid in accordance with the terms set forth in Section IV-B.



SECTION VII




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 or provide the Executive, as
applicable (or his surviving spouse, estate or personal representative, as applicable), subject to
Section XVIII:



          i. an amount equal to 200% multiplied by the sum of (x) the Executive’s then current Base
Salary, plus (y) an amount equal to the highest Incentive Compensation Award 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 set forth in
this subsection (y) exceed $660,000;




          ii. accelerated vesting for any outstanding equity awards, including, but not limited to,
restricted stock units, stock appreciation rights and options, held by the Executive that would
have otherwise vested within one year following the Executive’s termination of employment, such
that any such outstanding equity awards shall be deemed vested as of the Executive’s termination of
employment;




          iii. a two year post-termination exercise period (but in no event beyond the original
expiration date) for all vested and outstanding stock appreciation rights and options held by the
Executive on the date of termination; and




          iv. any of the following amounts that are earned but unpaid through the date of such
termination: (x) Incentive Compensation Award for a prior fiscal year and (y) Base Salary.



Except for indemnification rights under Section XIII, and except for any accrued and vested





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employee pension benefits, the Company will have no further obligations to the Executive hereunder.




     B. Termination for Cause; Resignation. If the Executive’s employment terminates due to
a Termination for Cause or a Resignation, Base Salary and any Incentive Compensation Awards earned
but unpaid as of the date of such termination will be paid to the Executive in a lump sum. Except
as provided in this paragraph, the Company will have no further obligations to the Executive
hereunder.



     C. For purposes of this Agreement, the following terms have the following meanings:



          i. “Termination for Cause” means (i) the Executive’s willful failure to substantially perform
his duties as an employee of the Company or any of its subsidiaries (other than any such failure
resulting from incapacity due to physical or mental illness) or material breach of the Company’s
Code of Conduct, (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar
conduct against the Company or any of its subsidiaries, (iii) 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), (iv) the Executive’s clear and apparent gross
negligence in the performance of his duties hereunder or (v) the Executive makes (or has been found
to have made) a false certification to the Company pertaining to its financial statements.




          ii. “Constructive Discharge” means (i) any material failure of the Company to fulfill its
obligations under this Agreement (including without limitation any reduction of the Base Salary or
other compensation opportunities set forth in this Agreement, as the same may be increased during
the Period of Employment, or other material element of compensation), (ii) a material reduction in
the Executive’s duties, authority, title or responsibilities, (iii) the Executive no longer reports
directly to the Chief Executive Officer of the Company or Stephen P. Holmes is no longer the Chief
Executive Officer of the Company, (iv) the Executive’s primary business office is moved without his
consent to a location more than 50 miles from his then current primary business office or (v) in
connection with a transaction described in Section X below, failure of the acquiring company for
any reason to assume this Agreement. 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 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 VII, (i) any earned but unpaid Base Salary as of the date of such termination shall be



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paid
in accordance with Section IV-A and (ii) any earned but unpaid Incentive Compensation Award as of
the date of such termination shall be paid in accordance with Section IV-B. All payments due to the
Executive under Sections VII-A(i) or VIII-C(iv) shall be made to the Executive in a lump sum no
later than the 60th day 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, but in a form
consistent with the terms and conditions of this Agreement. In the event that the Company fails to
deliver all payments and benefits owing to the Executive as determined by the terms and conditions
of this Agreement, then any such release of claims shall become null and void and of no further
effect regardless of any term or condition otherwise set forth in any release document that
attempts to conflict with this language. The payments due to the Executive under this Section VII
shall be in lieu of any other severance benefits otherwise payable to the Executive under any
severance plan of the Company or its affiliates. This Section VII-D shall survive any termination
of this Agreement until all payments and benefits owing to the Executive are delivered by Company
in full.




SECTION VIII




OTHER DUTIES OF THE EXECUTIVE



DURING AND AFTER THE PERIOD OF EMPLOYMENT



     A. The Executive will, 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 reasonably requested in connection with any claims or legal action in which
the Company or any of its affiliates is or may become a party, and the Company shall reimburse the
Executive for any expenses incurred by the Executive in connection therewith.



     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 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 will 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 will 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 will 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 will remain the
property of the Company or its affiliates.



     C.



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          i. During the Period of Employment and for a two (2) year period following the earlier to
occur of the termination or expiration of the Period of Employment (as may be extended from time to
time) and the Executive’s termination of employment with the Company and its subsidiaries for any
reason (the “Restricted Period”), irrespective of the cause, manner or time of any termination or
expiration, the Executive will not, without the express written consent of the Board, affirmatively
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 (but excluding favorable terms applicable to Executive as a
favored customer of any vendors which he may have developed during his tenure with the Company,
including while traveling on Company business).




          ii. During the Restricted Period, the Executive will not make any statements 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.




          iii. During the Period of Employment and for a two (2) year period following the earlier to
occur of the termination or expiration of the Period of Employment (as may be extended from time to
time) and the Executive’s termination of employment with the Company and its subsidiaries for any
reason other than a Good Faith Expiration (as defined below), irrespective of the cause, manner or
time of any termination or expiration, the Executive, without prior express written approval by the
Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or
hold 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 party which competes in any way or manner with the business of the Company or any of its
affiliates, 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 businesses are conducted nationally and internationally and agrees that the provisions in
the foregoing sentence will operate throughout the United States and the world. The obligations of
the Executive under this Section VIII-C(iii) shall be referred to in this Agreement as the
“Noncompetition Obligations”.




          iv. If the Executive’s employment terminates due the expiration of the Period of Employment
and the Executive has complied with his obligations under this Agreement, including, without
limitation, Section III above at all times prior to such expiration (a “Good Faith Expiration”),
then the Company shall have the right (but not the obligation) to subject the Executive to the
Noncompetition Obligations for one year following the Good Faith Expiration by providing written
notice thereof to the Executive within thirty (30) days following such Good Faith Expiration and
paying the Executive an amount equal to the sum of (x) the Executive’s
then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award
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 set forth in this subsection (y) exceed $660,000. If the Company does not exercise its
rights under this Section VIII-C(iv), then the Executive shall not be subject to the Noncompetition
Obligations following the Good Faith Expiration. For the avoidance of doubt,





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regardless of the
post-employment period during which the Executive is subject to the Noncompetition Obligations
under this Section VIII-C(iv), if any, the Executive acknowledges and agrees that he shall be
subject to the Noncompetition Obligations during his employment with the Company.




          v. During the Restricted Period, the Executive, without express prior written approval from
the Board, will not solicit any members or the 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.




          vi. During the Restricted Period, the Executive will not, without the express prior written
consent of the Company (which may be withheld in the Company’s sole and absolute discretion),
directly or indirectly employ, hire as an independent contractor, actively solicit or endeavor to
entice away any employee or independent contractor of the Company or any of its subsidiaries or
affiliates. During the Restricted Period, the Executive will not interfere with the employees or
affairs of the Company or any of its subsidiaries or 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 subsidiaries or 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.




     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 will 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 VIII without the necessity of showing any actual
damage or that monetary damages would not provide an adequate remedy. Such right to an injunction
will 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 will oppose any motion the
other party may make for any expedited discovery or hearing in connection with any alleged breach
of this Section VIII.



     E. The period of time during which the provisions of this Section VIII will be in effect will
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 VIII 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.



SECTION IX




EFFECT OF PRIOR AGREEMENTS



     Upon the Effective Date, this Agreement shall be deemed to have superseded and



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replaced each
prior employment or consultant agreement between the Company (and/or its affiliates, including
without limitation, Cendant, Fairfield Resorts, and their respective predecessors) and the
Executive, including, without limitation, the Prior Agreement.




SECTION X




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.



SECTION XI




MODIFICATION



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



SECTION XII




REPRESENTATIONS



     The Company represents and warrants that this Agreement has been authorized by all necessary
corporate action of the Company and is a valid and binding agreement of the Company enforceable
against it in accordance with its terms.



SECTION XIII




INDEMNIFICATION AND MITIGATION



     The Company will indemnify the Executive (including after the termination of his employment)
to the fullest extent permitted under the Certificate of Incorporation and By-Laws of the Company.
The Executive will not be required to mitigate the amount of any payment provided for hereunder by
seeking other employment or otherwise, nor will 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.



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SECTION XIV




GOVERNING LAW



     This Agreement has been executed and delivered in the State of New Jersey and its validity,
interpretation, performance and enforcement will 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 (other than with respect to the matters
covered by Section VIII for which the Company may, but will not be required to, seek injunctive
relief) will 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 who is
aggrieved will deliver a notice to the other party 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 York, New York, 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, 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 will be final, unappealable and
binding, and judgment on the award may be entered in any court having jurisdiction thereof.



     C. The legal fees and expenses of the party prevailing in such arbitration (up to a maximum of
$118,000), and the fees and expenses of the arbitrator shall be paid by the non-prevailing parties.
In the event that neither party prevails, the fees and expenses of the arbitrator will be borne
equally by each party, and each party will bear the fees and expenses of its own attorney.



     D. The parties 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 will be
grounds for dismissal of any court action commenced by either party 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 will keep confidential, and will 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.



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SECTION XVI




SURVIVAL



     Sections VIII, IX, X, XI, XIII, XIV, XV and XVI will 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 will 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
will be deemed modified so that it will 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.



Section XVIII




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, 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.



     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 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



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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:



          i. With regard to any payment, the providing of any benefit or any distribution of equity 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 XVIII 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 XVIII shall be made to the Executive.




Section XIX




RABBI TRUST



     A. In the event the Executive is deemed to be a “specified employee” under Section XVIII of
this Agreement, then with regard to any payment subject to Code Section 409A, payable upon
Separation from Service, that is to be paid to the Executive no earlier than the expiration of the
six-month period or the date of the Executive’s death (the “Payment”), the Company shall deposit
the Payment, to the extent permitted by Code Section 409A, in a Rabbi Trust on the date the Payment
would have been made to the Executive, if at the time such Payment would have been made to the
Executive, the Company maintains a plan or arrangement under which deferred compensation is
deposited in a Rabbi Trust, which has been established prior to or on the date the Payment would
have been made.



     B. The Company shall have the right to establish value measurement objectives with respect to
the Payment and the Payment shall be subject to the deemed earnings and losses relating to such
objectives.



     C. The Payment in the Rabbi Trust will at all times be considered the general assets of the
Company subject to the Company’s general creditors.



[Signature Page Follows]








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



	 	 	 	 	 
	 	WYNDHAM WORLDWIDE CORPORATION

 	 
	 	By:  	/s/ Stephen P. Holmes
 	 
	 	 	Stephen P. Holmes 	 
	 	 	Chief Executive Officer 	 
	 
	 	 	 
	 	 	                                                   /s/ Franz S. Hanning
 	 
	 	 	Franz S. Hanning