exv10w14





Exhibit 10.14



AGREEMENT AND GENERAL RELEASE



     THIS TERMINATION AND RELEASE AGREEMENT (“Agreement and General Release”), dated as of
the Effective Date (as hereinafter defined in paragraph 20), is made by and between WYNDHAM
WORLDWIDE OPERATIONS, INC., a Delaware Corporation (the “Company”), and VIRGINIA M. WILSON
(hereinafter collectively with her heirs, executors, administrators, successors and assigns, “Ms.
Wilson”):


W I T N E S S E T H:



     WHEREAS, Ms. Wilson and the Company are parties to an Employment Agreement (the
“Employment Agreement”), effective as of July 31, 2006, pursuant to which she is
employed as the Chief Financial Officer of the Company; and


     WHEREAS, the Period of Employment as defined in the Employment Agreement will end on July 31,
2009, and Ms. Wilson and the Company have mutually agreed not to renew the Employment Agreement,
thus resulting in the termination of Ms. Wilson’s employment; and


     WHEREAS, the terms of this Agreement and General Release are the products of mutual
negotiation and compromise between Ms. Wilson and the Company; and


     Ms. Wilson has carefully considered other alternatives to executing this Agreement and General
Release.


     THEREFORE, Ms. Wilson and the Company, for the full and sufficient consideration set forth
below, agree as follows:


     1. Termination Date. Unless earlier terminated under paragraph 2 below,
Ms. Wilson’s Termination Date shall be on November 13, 2009 (the “Termination Date”).
Effective as of the Termination Date, Ms. Wilson shall execute and deliver to the
Company a letter resigning as an officer and/or director of the Company and each of its
subsidiaries and affiliates.


     2. Early
Termination of Employment. Wyndham may terminate Ms. Wilson’s
employment earlier than the Termination Date for Cause, as defined in the Employment
Agreement. In the event of such termination for Cause, or in the event Ms. Wilson
resigns employment prior to the Termination Date, no further payments or benefits
under this Agreement shall be made to Ms. Wilson, and she shall not be entitled to any
such further payments or benefits.


     3. Role
and Compensation. From the Effective Date (as defined below)
through and including the Termination Date, Ms. Wilson shall continue to perform in the
role of Chief Financial Officer, performing the same duties she performed pursuant to
the


 








 




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Employment Agreement. She shall continue to be paid at the same rate of pay at
which she currently is paid. She shall continue to be eligible for the same
employee benefits that she is currently receiving, including her participation in
the Company’s Officer Deferred Compensation and Employee Savings Plans, as well as
the executive medical program (MERP) through the Termination Date in accordance with
the Company’s customary practices applicable to senior executives of the Company.
She also will continue to be eligible for tax gross up, for the use of the company
provided automobile, and her financial planning services. Upon permission from the
Company, which permission shall not unreasonably be withheld, and provided the
duties do not conflict with her duties and obligations to the Company, Ms. Wilson
may obtain employment with another employer prior to the Termination Date. In
addition, upon Wyndham’s hire of a new Chief Financial Officer, and provided Ms.
Wilson remains available for transition purposes through and including the
Termination Date, the Company will relieve Ms. Wilson of her duties as it, in its
sole authority, deems appropriate. Other than as set forth below, Ms. Wilson shall
not be eligible for any other payments from the Company.


     4. Consideration
for Release of Claims and Compliance with Promises. In consideration
for the execution by Ms. Wilson of this Agreement and General Release and compliance with the
promises made herein, and provided the Agreement and General Release is executed and Effective, the
Company agrees:



	 	a.	 	to pay Ms. Wilson consideration in the amount of Two Million
Fifty Six Thousand Dollars and zero cents ($2,056,000.00), subject to
applicable taxes, withholding and deductions, representing 200% of (a) Ms.
Wilson’s annual base salary, plus (b) her annual target Incentive Compensation
Award; said payment to be made in a single lump sum, no later than twenty (20)
business days after the later of (a) the Effective date of this Agreement and
General Release or (b) the Termination Date.




 








 





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	 	b.	 	to vest, effective on the Termination Date, all long-term
equity incentive awards granted to Ms. Wilson during the Period of Employment
(as defined in the Employment Agreement) which otherwise would have vested
within one (1) year of the Termination Date. All such awards which are stock
options or stock appreciation rights will remain open and outstanding for a
period of two (2) years following the Termination Date (but not beyond the
original expiration date). In addition, the post termination exercise period
for any outstanding awards to purchase common stock of the Company and common
stock of Avis Budget Group, Inc., that were converted from awards to purchase
common stock of Cendant Corporation in connection with the separation of
Cendant Corporation will be extended to up to three years from the Termination
Date, but not beyond the original expiration date of the options. This extended
exercise period applies ONLY to stock options which were vested as of December
31, 2004, as adopted by the Wyndham Worldwide Board of Directors Compensation
Committee. For the avoidance of doubt, the long-term equity incentive awards
addressed in this provision are attached as Exhibit A to this Agreement and
General Release.
	 
	 	c.	 	Should Ms. Wilson Die or become Disabled, as defined in Section
VII of the Employment Agreement, during the period from July 31, 2009, through
the Termination Date, she (or in the case of her death, then her heirs,
successors or assigns) shall receive the payments and benefits set forth in
paragraph 4(a) and (b) above.
	 
	 	d.	 	Ms. Wilson may continue to utilize the financial services
provided through The Ayco Company for the remainder of the 2009 calendar year
and through the 2009 tax season, ending in April, 2010.
	 
	 	e.	 	Ms. Wilson shall be eligible to continue to use the vehicle
provided to her through the PHH Executive Car Lease program, upon the same
terms as currently are in effect, through and until May 31, 2010. At that
time, Ms. Wilson shall have the option to purchase the vehicle in accordance
with the terms of such program. If Ms. Wilson chooses not to purchase the
vehicle, she shall relinquish the vehicle to Human Resources.
	 
	 	f.	 	Provided Ms. Wilson directs prospective employers to call
either Mr. Holmes or Ms. Falvey, then either or both of them shall provide a
positive reference on Ms. Wilson’s behalf. However, upon general inquiry to
the Human Resources department, prospective employers other than Released
Parties (as defined below) will be advised only as to the dates of Ms. Wilson’s
employment and her most recent job title. Last salary will be provided if Ms.
Wilson has provided a written release for the same.




 









 




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	 	g.	 	Provided such services are utilized within one year of the
Termination Date, to provide Ms. Wilson with the Executive Level outplacement
service program offered by DiNicola Partners.




     5. Tax
Indemnification. Ms. Wilson is obligated for the payment of any taxes, local,
state or federal which may become due and owing on these sums and in this regard agrees to hold the
Company, its parents, its affiliates, subsidiaries, divisions, successors and assigns and the
employees, officers, directors and agents thereof (collectively referred to throughout this
Agreement as the “Released Parties”) harmless for any taxes, interest or penalties deemed by the
government as due thereon from her.


     6. Acknowledgment
of Adequate Consideration. Ms. Wilson understands and agrees that
she would not receive the monies and/or benefits specified in paragraph 4 above, except for her
execution of this Agreement and General Release, and the fulfillment of the promises contained
herein, and that such consideration is greater than any amount to which she would otherwise be
entitled.


     7. Release
of Claims. Ms. Wilson, of her own free will knowingly and voluntarily
releases and forever discharges the Released Parties, of and from any and all actions or causes of
action, suits, claims, charges, complaints, promises demands and contracts (whether oral or
written, express or implied from any source), or any nature whatsoever, known or unknown, suspected
or unsuspected, which Ms. Wilson or Ms. Wilson’s heirs, executors, administrators, successors or
assigns ever had, now have or hereafter can shall or may have against the Released Parties by
reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Ms.
Wilson executes this Agreement and General Release, including, but not limited to:



	 	a.	 	any and all claims relating in any way to Ms. Wilson’s employment
relationship with the Company or any of the Releasees, or the termination of
Ms. Wilson’s employment relationship with the Company or any of the
Releasees; including, but not limited to, any claims for salary,
bonuses, severance pay, or vacation pay, any alleged violation of the National
Labor Relations Act (“NLRA”), any claims for discrimination of any kind under
the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by the
Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights
Act of 1964 (“Title VII”), Sections 1981 through 1988 of Title 42 of the United
States Code, the Employee Retirement Income Security Act of 1974
(“ERISA”)(except for vested benefits which are not affected by this agreement),
the Americans With Disabilities Act of 1990, as amended (“ADA”), the Fair Labor
Standards Act (“FLSA”), the Occupational Safety and Health Act (“OSHA”), the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Federal
Family and Medical Leave Act (“FMLA”), the Federal Worker Adjustment
Retraining Notification Act (“WARN”), the Uniformed Services Employment and
Reemployment Rights Act (“USERRA”); and



 








 




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	 	b.	 	the New Jersey Equal Pay Law; Law Against Discrimination;
Occupational Safety and Health Laws; Conscientious Employee Protection Act;
Tobacco Use Discrimination Law; Family Leave Act; Wage and Hour Laws; “Workers’
Compensation: Retaliation” provision; Worker Adjustment Retraining Notification
provision; “Political Activities of Employees” provision; “Lie Detector Tests”
provision;
	 
	 	c.	 	relating to wrongful employment termination or breach of
contract;
	 
	 	d.	 	any other federal, state or local civil or human rights law, or
any other alleged violation of any local, state or federal law, regulation or
ordinance, and/or public policy, implied or expressed contract, fraud,
negligence, estoppel, defamation, infliction of emotional distress or other
tort or common-law claim having any bearing whatsoever on the terms and
conditions and/or cessation of her employment with the Company including, but
not limited to, any allegations for costs, fees, or other expenses, including
reasonable attorneys’ fees, incurred in these matters.
	 
	 	e.	 	Provided, however, that notwithstanding the foregoing, nothing
contained in this Release shall in any way diminish or impair: (i) any rights
Ms. Wilson may have, from and after the date the Agreement is Effective, under
this Agreement and Release; (ii) any rights to indemnification that may exist
from time to time under the Company’s certificate of incorporation or bylaws,
or Delaware law; (iii) any rights Ms. Wilson may have to vested benefits under
the employee benefit plans of the Company; or (iv) any rights or claims Ms.
Wilson may have that cannot be waived under applicable law (collectively, the
“Excluded Claims”). Ms. Wilson further acknowledges and agrees that,
except with respect to Excluded Claims, the Company and the Releasees have
fully satisfied any and all obligations whatsoever owed to Ms. Wilson arising
out of her employment with the Company or any of the Releasees and that no
further payments or benefits are owed to Ms. Wilson by the Company or any of
the Releasees.




     8. No
Current Charges. Ms. Wilson also acknowledges that she does not have any
current charge against any of the Released Parties pending before any local, state or federal
agency regarding her employment.


     9. No
Personal Recovery. Ms. Wilson shall not seek or be entitled to any personal
recovery, in any action or proceeding that may be commenced on Ms. Wilson’s behalf in any way
arising out of or relating to the matters released under this Agreement and General Release.


     10. Non-Disparagement. Ms. Wilson represents that she has not and agrees that she
will not in any way disparage the Company or any known Released Party, their current and


 








 



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former officers, directors and employees, or make or solicit any comments, statements, or the like
to the media or to others that may be considered to be derogatory or detrimental to the good name
or business reputation of any of the aforementioned parties or entities.



     11. Survival
of Post Employment Duties of the Employment Agreement. Ms. Wilson
acknowledges and agrees that Sections VIII, IX, X, and XI of the Employment Agreement, pertaining
to “Other Duties of the Executive During and After the Period of Employment,” “Indemnification,”
“Mitigation,” and “Withholding Taxes,” respectively, are intended to survive the Period of
Employment, and such provisions remain in full force and effect as if fully set forth herein. For
clarification purposes, Ms. Wilson shall honor the Post Employment Obligations for a period of one
year following the Termination Date. Ms. Wilson also acknowledges her continuing obligations under
the Company Business Principles.


     12. Return
of Company Property. Ms. Wilson acknowledges and confirms that no later
than the Termination Date, she will have returned all company property to the Company including,
but not limited to, all Company Confidential and Proprietary Information in her possession,
regardless of the format and no matter where maintained. Ms. Wilson also certifies that all
electronic files residing or maintained on any personal computer devices (thumb drives, personal
computers or otherwise) will be returned and no copies retained. Ms. Wilson also will have
returned her identification card, and computer hardware and software, all paper or computer based
files, business documents, and/or other Business Records or Office Documents as defined in the
Company Document Management Program, as well as all copies thereof, credit and procurement cards,
keys and any other Company supplies or equipment in her possession. In addition, Ms. Wilson
confirms that any business related expenses for which she seeks or will seek reimbursement will
have been documented and submitted to the Company. Finally, any amounts owed to the Company will
have been paid.


     13. Business
Expense Reimbursement. Ms. Wilson acknowledges and agrees that in the
event Ms. Wilson has been reimbursed for business expenses, but has failed to pay her American
Express bill related to such reimbursed expenses, the Company has the right and is hereby
authorized to deduct the amount of any unpaid American Express Business Card bill from the
severance payments or otherwise suspend severance payments in an amount equal to the unpaid
business expenses without being in breach of this Agreement and General Release.


     14. Right
to Assist Other Parties. Ms. Wilson understands that if this Agreement and
General Release were not signed, she would have the right to voluntarily assist other individuals
or entities in bringing claims against any of the Released Parties. Ms. Wilson hereby waives that
right and agrees that she will not provide any such assistance other than the assistance in an
investigation or proceeding conducted by the United States Equal Employment Opportunity Commission
or other federal, state or local agency, or pursuant to a valid subpoena or court order. Ms. Wilson
agrees that if such a request for assistance is made by any agency of the federal, state or local
government, or pursuant to a valid subpoena or court order, she shall advise the company in writing
of such a request no later than three (3) days after receipt of such request.


 








 




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     15. Governing
Law; Severability. This Agreement and General Release is made in the
State of New Jersey and shall be interpreted under the laws of said State. Its language shall be
construed as a whole, according to its fair meaning, and not strictly for or against either party.
Should any provision of this Agreement and General Release be declared illegal or unenforceable by
any court of competent jurisdiction and cannot be modified to be enforceable, including the general
release language, such provision shall immediately become null and void, leaving the remainder of
this in full force and effect. However, if as a result of any action initiated by Ms. Wilson, any
portion of the general release language were ruled to be unenforceable for any reason, Ms. Wilson
shall return the consideration paid hereunder to the Company.


     16. Non-Admission
of liability. Ms. Wilson agrees that neither this Agreement and
General Release nor the furnishing of the consideration for this Release shall be deemed or
construed at any time for any purpose as an admission by Ms. Wilson or by the Company of any
liability or unlawful conduct of any kind, all of which Ms. Wilson and the Company deny.


     17. Modification;
Waiver. This Release may not be modified, altered or changed except
upon express written consent of both parties wherein specific reference is made to this Agreement
and General Release.


     18. Complete
Understanding. This Release sets forth the entire agreement between the
parties hereto, and fully supersedes any prior agreements or understandings between the parties,
with the exception of the Surviving Provisions of the Employment Agreement as referenced and
incorporated in paragraph 11 herein. No statement, representation, warranty or covenant has been
made by either party with respect to the subject matter hereof except as expressly set forth
herein.


     19. Headings. The headings in this Agreement and General Release are for convenience
of reference only and shall not control or affect the meaning or construction of this Agreement.


     20. Voluntary
Execution. Ms. Wilson acknowledges and agrees that meaning, effect and
terms of this Agreement and General Release have been fully explained to Ms. Wilson; and that she
has been advised by the Company that she should consult with an attorney prior to executing this
Agreement and General Release; and Ms. Wilson is being afforded at least twenty-one (21) days to
consider the meaning and effect of this Agreement and General Release. Ms. Wilson further
understands that she may revoke this Agreement and General Release for a period of seven (7)
calendar days following the day she executes this Agreement and General Release. Any revocation
within this period must be submitted, in writing, to Mary Falvey, Chief Human Resources
Officer, Wyndham Worldwide, 22 Sylvan Way, Parsippany, NJ, and state, “I hereby revoke my
acceptance of your Agreement and General Release.” Said revocation must be personally delivered to
the Company or its designee, or mailed to the Company and postmarked within seven (7) calendar days
of execution of this Agreement and General Release. The Agreement and General Release shall not be
effective, and no payments shall be due hereunder, until the eighth (8th) day after Ms.
Wilson


 








 





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shall have executed the Release and returned it to the Company, assuming that Ms. Wilson had not
revoked her consent to the Release prior to such date (the “Effective Date”).



WHEREFORE, THE PARTIES HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE AND ARE
MUTUALLY DESIROUS OF ENTERING INTO SUCH AGREEMENT AND GENERAL RELEASE. MS. WILSON UNDERSTANDS THAT
THIS DOCUMENT SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS SHE HAD OR MIGHT HAVE AGAINST THE
COMPANY; AND SHE ACKNOWLEDGES THAT SHE IS NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR
ORAL, NOT SET FORTH IN THIS DOCUMENT. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL
RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET
FORTH IN PARAGRAPH 4 ABOVE, MS. WILSON FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS
INTO THIS AGREEMENT AND GENERAL RELEASE. MS. WILSON AGREES THAT ANY CHANGES, MATERIAL OR IMMATERIAL
TO THIS AGREEMENT AND GENERAL RELEASE, DID NOT RESTART THE TWENTY-ONE (21) DAY REVIEW PERIOD.






 









 







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     THEREFORE, the parties to this Agreement and General Release now voluntarily and knowingly
execute this Agreement.



	 	 	 	 	 
	 	     /s/ Virginia M. Wilson
 	 
	 	Virginia M. Wilson 	 



Signed and sworn before me
this 7th day of July, 2009




	 	 	 	 
	/s/ Sherri Lee Grissom
 	 
	Notary Public 	 



	 	 	 	 	 
	
SHERRI LEE GRISSOM	WYNDHAM WORLDWIDE OPERATIONS, INC.

 	 
	NOTARY PUBLIC OF NEW JERSEY	By:  	/s/ Mary R. Falvey
 	 
	My Commission Expires	 	Mary R. Falvey 	 
	April 15, 2014	 	Executive Vice President and

Chief Human Resources Officer