EX-10.1






 




    Exhibit 10.1



 




    WYNDHAM WORLDWIDE
    CORPORATION



 




    2006 EQUITY AND
    INCENTIVE PLAN



 




    (AMENDED AND
    RESTATED AS OF MAY 12, 2009)



 


			
	 	    1.  
	
    Purpose; Types of Awards; Construction.




 



    The purposes of the Wyndham Worldwide Corporation 2006 Equity
    and Incentive Plan (Amended and Restated as of May 12,
    2009), subject to stockholder approval at the 2009 annual
    meeting of stockholders on May 12, 2009 (the
    “Plan”) are to afford an incentive to non-employee
    directors, selected officers and other employees, advisors and
    consultants of Wyndham Worldwide Corporation (the
    “Company”) and its Affiliates that now exist or
    hereafter are organized or acquired, to continue as non-employee
    directors, officers, employees, advisors or consultants, as the
    case may be, to increase their efforts on behalf of the Company
    and its Affiliates and to promote the success of the
    Company’s business. The Plan provides for the grant of
    Options (including “incentive stock options” and
    “nonqualified stock options”), stock appreciation
    rights, restricted stock, restricted stock units and other
    stock- or cash-based awards. The Plan is designed so that Awards
    granted hereunder intended to comply with the requirements for
    “performance-based compensation” under
    Section 162(m) of the Code comply with such requirements,
    and the Plan and Awards shall be interpreted in a manner
    consistent with such requirements.



 


			
	 	    2.  
	
    Definitions.




 



    For purposes of the Plan, the following terms shall be defined
    as set forth below:



 



    (a)  “Affiliate” shall mean other than the
    Company, (i) any Subsidiary; (ii) any Parent;
    (iii) any corporation, trade or business (including,
    without limitation, a partnership or limited liability company)
    which is directly or indirectly controlled 50% or more (whether
    by ownership of stock, assets or an equivalent ownership
    interest or voting interest) by the Company; (iv) any
    corporation, trade or business (including, without limitation, a
    partnership or limited liability company) that directly or
    indirectly controls 50% or more (whether by ownership of stock,
    assets or an equivalent ownership interest or voting interest)
    of the Company; or (v) any other entity, approved by the
    Committee as an Affiliate under the Plan, in which the Company
    or any of its Affiliates has a material equity interest and
    which is designated as an “Affiliate” by resolution of
    the Committee; provided that the Stock subject to any Award
    constitutes “service recipient stock” for purposes of
    Code Section 409A or otherwise does not subject the Award
    to Code Section 409A.



 



    (b)  “Annual Incentive Program” means the
    program described in Section 6(c) hereof.



 



    (c)  “Award” means any Option, SAR,
    Restricted Stock, Restricted Stock Unit or Other Stock-Based
    Award or Other Cash-Based Award granted under the Plan.



 



    (d)  “Award Agreement” means any written
    agreement, contract, or other instrument or document evidencing
    an Award.



 



    (e)  “Board” means the Board of Directors of
    the Company.



 



    (f)  “Cendant” means Cendant Corporation, a
    Delaware corporation.



 



    (g)  “Cendant Award” shall have the meaning
    set forth in Section 6(b)(v).




 







 





 



    (h)  “Change in Control” means, following
    the Effective Date and excluding the separation transaction
    pursuant to which the Company becomes a separate public
    corporation for the first time, a change in control of the
    Company, which will have occurred if:



 



    (i)  any “person,” as such term is used in
    Sections 13(d) and 14(d) of the Exchange Act (other than
    (A) the Company, (B) any trustee or other fiduciary
    holding securities under an employee benefit plan of the
    Company, and (C) any corporation owned, directly or
    indirectly, by the stockholders of the Company in substantially
    the same proportions as their ownership of Stock), is or becomes
    the “beneficial owner” (as defined in
    Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    of the Company representing 30% or more of the combined voting
    power of the Company’s then outstanding voting securities
    (excluding any person who becomes such a beneficial owner in
    connection with a transaction immediately following which the
    individuals who comprise the Board immediately prior thereto
    constitute at least a majority of the Board of the entity
    surviving such transaction or, if the Company or the entity
    surviving the transaction is then a subsidiary, the ultimate
    parent thereof);



 



    (ii)  the following individuals cease for any reason
    to constitute a majority of the number of directors then
    serving: individuals who, on the Effective Date, constitute the
    Board and any new director (other than a director whose initial
    assumption of office is in connection with an actual or
    threatened election contest, including but not limited to a
    consent solicitation, relating to the election of directors of
    the Company) whose appointment or election by the Board or
    nomination for election by the Company’s stockholders was
    approved or recommended by a vote of at least two-thirds (2/3)
    of the directors then still in office who either were directors
    on the Effective Date or whose appointment, election or
    nomination for election was previously so approved or
    recommended;



 



    (iii)  there is consummated a merger or consolidation
    of the Company or any direct or indirect subsidiary of the
    Company with any other corporation, other than a merger or
    consolidation immediately following which the individuals who
    comprise the Board immediately prior thereto constitute at least
    a majority of the Board, the entity surviving such merger or
    consolidation or, if the Company or the entity surviving such
    merger is then a subsidiary, the ultimate parent thereof; or



 



    (iv)  the stockholders of the Company approve a plan
    of complete liquidation of the Company or there is consummated
    an agreement for the sale or disposition by the Company of all
    or substantially all of the Company’s assets (or any
    transaction having a similar effect), other than a sale or
    disposition by the Company of all or substantially all of the
    Company’s assets to an entity, immediately following which
    the individuals who comprise the Board immediately prior thereto
    constitute at least a majority of the board of directors of the
    entity to which such assets are sold or disposed of or, if such
    entity is a subsidiary, the ultimate parent thereof.



 



    Notwithstanding the foregoing, a Change in Control shall not be
    deemed to have occurred by virtue of (x) a Public Offering
    or (y) the consummation of any transaction or series of
    integrated transactions immediately following which individuals
    who comprise the Board immediately prior thereto constitute at
    least a majority of the board of directors of an entity which
    owns all or substantially all of the assets of the Company
    immediately following such transaction or series of
    transactions. Notwithstanding any other provision of the Plan to
    the contrary, to the extent that Awards under the Plan subject
    to Code Section 409A are payable upon a Change in Control,
    an event shall not be considered to be a Change in Control under
    the Plan with respect to such Award unless such event is also a
    “change in ownership,” a “change in effective
    control” or a “change in the ownership of a
    substantial portion of the assets” of the Company within
    the meaning of Code Section 409A.



 



    (i)  “Code” means the Internal Revenue Code
    of 1986, as amended from time to time, and the rules and
    regulations promulgated thereunder.




    

    2








 





 



    (j)  “Code Section 409A” means
    Section 409A of the Code and the Department of Treasury
    regulations and other interpretive guidance issued thereunder,
    including without limitation any such regulations or other
    guidance that may be issued after the Effective Date of the Plan.



 



    (k)  “Committee” means the committee
    established by the Board to administer the Plan, the composition
    of which shall at all times satisfy the provisions of
    Rule 16b-3,
    Section 162(m) of the Code and applicable stock exchange
    rules. If for any reason the appointed Committee does not meet
    the requirements of
    Rule 16b-3
    or Section 162(m) of the Code, such noncompliance with the
    requirements of
    Rule 16b-3
    or Section 162(m) of the Code shall not affect the validity
    of the Awards, grants, interpretations or other actions of the
    Committee.



 



    (l)  “Company” means Wyndham Worldwide
    Corporation, a corporation organized under the laws of the State
    of Delaware, or any successor corporation.



 



    (m)  “Conversion Option” means an NQSO
    granted under Section 6(b)(v).



 



    (n)  “Conversion Stock” means an Award of
    Stock granted under Section 6(b)(v).



 



    (o)  “Covered Employee” shall have the
    meaning set forth in Section 162(m)(3) of the Code.



 



    (p)  “Effective Date” means the date of
    stockholder approval of the amended and restated Plan at the
    Company’s 2009 annual meeting of stockholders (i.e.,
    May 12, 2009), subject to Sections 8(d)(i) and 8(e).



 



    (q)  “Exchange Act” means the Securities
    Exchange Act of 1934, as amended from time to time, and the
    rules and regulations promulgated thereunder.



 



    (r)  “Fair Market Value” of a share of Stock
    shall be determined for purposes of the Plan, including, without
    limitation, with respect to the granting of any Award by using
    the closing price of Stock as of the date such Award is granted,
    unless otherwise determined by the Committee or required by
    applicable law. Notwithstanding the foregoing, if at the time of
    grant or other applicable event, the Stock is not then listed on
    a national securities exchange, “Fair Market Value”
    shall mean, (i) if the shares of Stock are then traded in
    an over-the-counter market, the average of the bid and ask price
    for shares of Stock in such over-the-counter market (determined
    at the same time as contemplated in clauses (A) and
    (B) above with respect to the applicable action), and
    (ii) if the shares of Stock are not then listed on a
    national securities exchange or traded in an over-the-counter
    market, or the value of such shares is not otherwise
    determinable, such value as determined by the Committee in its
    sole discretion.



 



    (s)  “Grantee” means a person who, as a
    non-employee director, officer or other employee, advisor or
    consultant of the Company or its Affiliate, has been granted an
    Award under the Plan.



 



    (t)  “ISO” means any Option intended to be
    and designated as an incentive stock option within the meaning
    of Section 422 of the Code.



 



    (u)  “Long Term Incentive Program” means the
    program described in Section 6(b) hereof.



 



    (v)  “Non-Employee Director” means any
    director of the Company who is not also employed by the Company
    or any of its Affiliates.



 



    (w)  “NQSO” means any Option that is not
    designated as an ISO.



 



    (x)  “Option” means a right, granted to a
    Grantee under Section 6(b)(i) or 6(b)(v), to purchase shares of
    Stock. An Option may be either an ISO or an NQSO, provided that
    ISOs may be granted only to employees of the Company or a Parent
    or Subsidiary of the Company.




    

    3








 





 



    (y)  “Other Cash-Based Award” means cash
    awarded under the Annual Incentive Program or the Long Term
    Incentive Program, including cash awarded as a bonus or upon the
    attainment of Performance Goals or otherwise as permitted under
    the Plan.



 



    (z)  “Other Stock-Based Award” means a right
    or other interest granted to a Grantee under the Annual
    Incentive Program or the Long Term Incentive Program that may be
    denominated or payable in, valued in whole or in part by
    reference to, or otherwise based on, or related to, Stock,
    including but not limited to (i) unrestricted Stock awarded
    as a bonus or upon the attainment of Performance Goals or
    otherwise as permitted under the Plan, and (ii) a right
    granted to a Grantee to acquire Stock from the Company
    containing terms and conditions prescribed by the Committee.



 



    (aa)  “Parent” means a “parent
    corporation,” whether now or hereafter existing, as defined
    in Section 424(e) of the Code.



 



    (bb)  “Performance Goals” means performance
    goals based on one or more of the following criteria, determined
    in accordance with generally accepted accounting principles
    where applicable: (i) pre-tax income or after-tax income;
    (ii) pre-tax or after-tax profits; (iii) income or
    earnings including operating income, earnings before or after
    taxes, earnings before interest, taxes, depreciation and
    amortization, earnings before or after interest, depreciation,
    amortization, or extraordinary or special items, or a
    combination of any or all of the foregoing; (iv) net income
    excluding amortization of intangible assets, depreciation and
    impairment of goodwill and intangible assets
    and/or
    excluding charges attributable to the adoption of new accounting
    pronouncements; (v) earnings or book value per share (basic
    or diluted); (vi) return on assets (gross or net), return
    on investment, return on capital, return on invested capital or
    return on equity; (vii) return on revenues;
    (viii) cash flow, free cash flow, cash flow return on
    investment (discounted or otherwise), net cash provided by
    operations, or cash flow in excess of cost of capital;
    (ix) economic value created; (x) operating margin or
    profit margin (gross or net); (xi) stock price or total
    stockholder return; (xii) income or earnings from
    continuing operations; (xiii) after-tax or pre-tax return
    on stockholders’ equity; (xiv) growth in the value of
    an investment in the Company’s common stock assuming the
    reinvestment of dividends; (xv) operating profits or net
    operating profits; (xvi) working capital; (xvii) gross
    or net sales, revenue and growth of sales revenue (either before
    or after cost of goods, selling and general administrative
    expenses, and any other expenses or interest); (xviii) cost
    targets, reductions and savings (including, without limitation,
    the achievement of a certain level of, reduction of, or other
    specified objectives with regard to limiting the level of
    increase in, all or a portion of, the Company’s bank debt
    or other long-term or short-term public or private debt or other
    similar financial obligations of the Company, which may be
    calculated net of such cash balances
    and/or other
    offsets and adjustments as may be established by the Committee),
    expense management, productivity and efficiencies;
    (xix) strategic business criteria, consisting of one or
    more objectives based on meeting specified market penetration or
    market share, geographic business expansion, customer
    satisfaction, employee satisfaction, human resources management,
    supervision of litigation, information technology, and goals
    relating to divestitures, joint ventures and similar
    transactions; and (xx) any combination of the foregoing.
    Where applicable, the Performance Goals may be expressed in
    terms of attaining a specified level of the particular criterion
    or the attainment of a percentage increase or decrease in the
    particular criterion, and may be applied to one or more of the
    Company or its Affiliates, or a division or strategic business
    unit of the Company, all as determined by the Committee. The
    Performance Goals may include a threshold level of performance
    below which no payment will be made (or no vesting will occur),
    levels of performance at which specified payments will be paid
    (or specified vesting will occur), and a maximum level of
    performance above which no additional payment will be made (or
    at which full vesting will occur). Each of the foregoing
    Performance Goals shall be evaluated in accordance with
    generally accepted accounting principles, where applicable, and
    shall be subject to certification by the Committee. The
    Committee shall have the authority to make equitable adjustments
    to the Performance Goals in recognition of unusual or
    non-recurring events affecting the Company or its Affiliates or
    the financial statements of the Company or its Affiliates, in
    response to changes in applicable laws or regulations, or to
    account for items of gain, loss or




    

4








 






    expense determined to be extraordinary or unusual in nature or
    infrequent in occurrence or related to a corporate transaction
    (including, without limitation, a disposition or acquisition) or
    related to a change in accounting principles, all as determined
    in accordance with standards established by Opinion No. 30
    of the Accounting Principles Board.



 



    (cc)  “Performance Period” shall mean the
    one or more periods of time, as the Committee may select, over
    which the attainment of one or more Performance Goals will be
    measured for the purpose of determining a Grantee’s right
    to and the payment of an Award.



 



    (dd)  “Plan” means this Wyndham Worldwide
    Corporation 2006 Equity and Incentive Plan (Amended and Restated
    as of May 12, 2009), as amended from time to time.



 



    (ee)  “Plan Year” means a calendar year.



 



    (ff)  “Public Offering” means an offering of
    securities of the Company that is registered with the Securities
    and Exchange Commission.



 



    (gg)  “Restricted Stock” means an Award of
    shares of Stock to a Grantee under Section 6(b)(iii) that
    may be subject to certain restrictions and to a risk of
    forfeiture.



 



    (hh)  “Restricted Stock Unit” or
    “RSU” means a right granted to a Grantee under
    Section 6(b)(iv) or 6(b)(v) to receive Stock or cash at the
    end of a specified period, which right may be conditioned on the
    satisfaction of specified performance or other criteria.



 



    (ii)  “Rule 16b-3”
    means
    Rule 16b-3,
    as from time to time in effect promulgated by the Securities and
    Exchange Commission under Section 16 of the Exchange Act,
    including any successor to such Rule.



 



    (jj)  “Securities Act” means the Securities
    Act of 1933, as amended from time to time, and the rules and
    regulations promulgated thereunder.



 



    (kk)  “Stock” means shares of the common
    stock, par value $0.01 per share, of the Company.



 



    (ll)  “Stock Appreciation Right” or
    “SAR” means the right, granted to a Grantee under
    Section 6(b)(ii), to be paid an amount measured by the
    appreciation in the Fair Market Value of Stock from the date of
    grant to the date of exercise of the right.



 



    (mm)  “Subsidiary” means a “subsidiary
    corporation,” whether now or hereafter existing, as defined
    in Section 424(f) of the Code.



 



    (nn)  “Ten Percent Stockholder” shall
    mean a person owning stock of the Company possessing more than
    ten percent (10%) of the total combined voting power of all
    classes of stock of the Company, its Parent or any Subsidiary.



 


			
	 	    3.  
	
    Administration.




 



    The Plan shall be administered by the Board or by such Committee
    that the Board may appoint for this purpose. If a Committee is
    appointed to administer the Plan, all references herein to the
    “Committee” shall be references to such Committee. If
    no Committee is appointed by the Board to administer the Plan,
    all references herein to the “Committee” shall be
    references to the Board. The Committee shall have the authority
    in its discretion, subject to and not inconsistent with the
    express provisions of the Plan, to administer the Plan and to
    exercise all the powers and authorities either specifically
    granted to it under the Plan or necessary or advisable in the
    administration of the Plan, including, without limitation, the
    authority to grant Awards; to determine the persons to whom and
    the time or times at which Awards shall be granted; to determine
    the type and number of Awards to be granted, the number of
    shares of Stock to which an Award may relate and the terms,
    conditions,




    

    5








 






    restrictions and performance criteria relating to any Award; to
    determine Performance Goals no later than such time as required
    to ensure that an underlying Award which is intended to comply
    with the requirements of Section 162(m) of the Code so
    complies; and to determine whether, to what extent, and under
    what circumstances an Award may be settled, cancelled,
    forfeited, exchanged, or surrendered; to make adjustments in the
    terms and conditions of, and the Performance Goals (if any)
    included in, Awards; to construe and interpret the Plan and any
    Award; to prescribe, amend and rescind rules and regulations
    relating to the Plan; to determine the terms and provisions of
    the Award Agreements (which need not be identical for each
    Grantee); and to make all other determinations deemed necessary
    or advisable for the administration of the Plan. The Committee
    may adopt special guidelines and provisions for persons who are
    residing in, or subject to, the taxes of, countries other than
    the United States to comply with applicable tax and securities
    laws and may impose any limitations and restrictions that they
    deem necessary to comply with the applicable tax and securities
    laws of such countries other than the United States. Except
    in connection with a corporate transaction involving the Company
    (including, without limitation, any stock dividend, stock split,
    extraordinary cash dividend, recapitalization, reorganization,
    merger, consolidation,
    split-up,
    spin-off, combination, or exchange of shares), the terms of
    outstanding Awards may not be amended to reduce the exercise
    price of outstanding Options or SARs, and provided further,
    outstanding Options or SARs may not be replaced or cancelled in
    exchange for cash, other Awards or Options or SARs with an
    exercise price that is less than the exercise price of the
    original Options or SARs without stockholder approval. To the
    extent applicable, the Plan is intended to comply with the
    applicable requirements of
    Rule 16b-3
    and the exception for performance-based compensation under
    Section 162(m) of the Code with regard to Options, Stock
    Appreciation Rights, certain awards of Other Stock- or
    Cash-Based Awards and in certain cases, all other Awards under
    the Plan, and shall be limited, construed and interpreted in a
    manner so as to comply therewith.



 



    The Committee may delegate to one or more of its members or to
    one or more agents such administrative duties as it may deem
    advisable, and the Committee or any person to whom it has
    delegated duties as aforesaid may employ one or more persons to
    render advice with respect to any responsibility the Committee
    or such person may have under the Plan. All decisions,
    determinations and interpretations of the Committee shall be
    final and binding on all persons, including but not limited to
    the Company and its Affiliates or any Grantee (or any person
    claiming any rights under the Plan from or through any Grantee)
    and any stockholder.



 



    No member of the Board or Committee shall be liable for any
    action taken or determination made in good faith with respect to
    the Plan or any Award granted hereunder.



 


			
	 	    4.  
	
    Eligibility.




 



    Awards may be granted to selected non-employee directors,
    officers and other employees, advisors or consultants of the
    Company or its Affiliates, in the discretion of the Committee.
    In determining the persons to whom Awards shall be granted and
    the type of any Award (including the number of shares to be
    covered by such Award), the Committee shall take into account
    such factors as the Committee shall deem relevant in connection
    with accomplishing the purposes of the Plan.



 


			
	 	    5.  
	
    Stock Subject to the Plan.




 



    The maximum number of shares of Stock reserved for issuance
    under the Plan shall be 36,700,000 including all shares to be
    issued pursuant to Conversion Options or Conversion Stock, and
    pursuant to the Company’s Non-Employee Directors Deferred
    Compensation Plan, Savings Restoration Plan, and Officer
    Deferred Compensation Plan, subject to adjustment as provided
    herein. No more than (i) 1 million shares of Stock may
    be made subject to Options (other than Conversion Options) or
    SARs to a single individual in a single Plan Year,
    (ii) 250,000 shares of Stock may be made subject to
    stock-based awards other than Options or SARs (including
    Restricted Stock and Restricted Stock Units (but other than
    Conversion Stock) or Other Stock-Based Awards denominated in
    shares of Stock) to a single individual in a single Plan Year,
    and (iii) 1 million shares of Stock may be issued
    pursuant to the exercise of ISO’s, in each case, subject to
    adjustment as provided herein. Determinations made in




    

6








 






    respect of the limitations set forth in the immediately
    preceding sentence shall be made in a manner consistent with
    Section 162(m) of the Code. Such shares may, in whole or in
    part, be authorized but unissued shares or shares that shall
    have been or may be reacquired by the Company in the open
    market, in private transactions or otherwise. If any shares
    subject to an Award are forfeited, cancelled, exchanged or
    surrendered or if an Award terminates or expires without a
    distribution of shares to the Grantee, or if shares of Stock are
    surrendered or withheld as payment of either the exercise price
    of an Award
    and/or
    withholding taxes in respect of an Award, the shares of Stock
    with respect to such Award shall, to the extent of any such
    forfeiture, cancellation, exchange, surrender, withholding,
    termination or expiration, again be available for Awards under
    the Plan. Upon the exercise of any Award granted in tandem with
    any other Award, such related Award shall be cancelled to the
    extent of the number of shares of Stock as to which the Award is
    exercised and, notwithstanding the foregoing, such number of
    shares shall no longer be available for Awards under the Plan.



 



    In the event that the Committee shall determine that any
    dividend or other distribution (whether in the form of cash,
    Stock, or other property), recapitalization, Stock split,
    reverse split, reorganization, merger, consolidation, spin-off,
    combination, repurchase, or share exchange, or other similar
    corporate transaction or event, affects the Stock such that an
    adjustment is appropriate in order to prevent dilution or
    enlargement of the rights of Grantees under the Plan, then the
    Committee shall make such equitable changes or adjustments as it
    deems necessary or appropriate to any or all of (i) the
    number and kind of shares of Stock or other property (including
    cash) that may thereafter be issued in connection with Awards,
    (ii) the number and kind of shares of Stock or other
    property (including cash) issued or issuable in respect of
    outstanding Awards, (iii) the exercise price, grant price,
    or purchase price relating to any Award; provided, that, with
    respect to ISOs, such adjustment shall be made in accordance
    with Section 424(h) of the Code, and with respect to NQSOs,
    such adjustment shall be made in a manner intended to comply
    with Code Section 409A, (iv) annual award limitations
    set forth in this Section 5; and (v) the Performance
    Goals applicable to outstanding Awards.



 


			
	 	    6.  
	
    Specific Terms of Awards.




 



    (a)  General.  The term of each Award
    shall be for such period as may be determined by the Committee.
    Subject to the terms of the Plan and any applicable Award
    Agreement, payments to be made by the Company or its Affiliates
    upon the grant, vesting, maturation, or exercise of an Award may
    be made in such forms as the Committee shall determine at the
    date of grant or thereafter, including, without limitation,
    cash, Stock, or other property, and may be made in a single
    payment or transfer, in installments, or on a deferred basis in
    a manner intended to comply with Code Section 409A. The
    Committee may make rules relating to installment or deferred
    payments with respect to Awards, including the rate of interest
    to be credited with respect to such payments. In addition to the
    foregoing, the Committee may impose on any Award or the exercise
    thereof, at the date of grant or thereafter, such additional
    terms and conditions, not inconsistent with the provisions of
    the Plan, as the Committee shall determine.



 



    (b)  Long Term Incentive
    Program.  Under the Long Term Incentive Program,
    the Committee is authorized to grant the Awards described in
    this Section 6(b), under such terms and conditions as
    deemed by the Committee to be consistent with the purposes of
    the Plan. Such Awards may be granted with value and payment
    contingent upon Performance Goals. Except as otherwise set forth
    herein or as may be determined by the Committee, each Award
    granted under the Long Term Incentive Program shall be evidenced
    by an Award Agreement containing such terms and conditions
    applicable to such Award as the Committee shall determine at the
    date of grant or thereafter.



 



    (i)  Options.  The Committee is
    authorized to grant Options to Grantees on the following terms
    and conditions:



 



    (A)  Type of Award.  The Award
    Agreement evidencing the grant of an Option under the Plan shall
    designate the Option as an ISO or an NQSO. To the extent that
    any Option does not qualify as an ISO (whether because of its
    provisions or the time or




    

7








 






    manner of its exercise or otherwise), such Option or the portion
    thereof which does not qualify, shall constitute a separate
    NQSO. Notwithstanding any other provision of this Plan to the
    contrary or any provision in an Award Agreement to the contrary,
    any Option granted to an employee of an Affiliate (other than
    one described in Section 2(a)(i) or (ii)) shall be an NQSO.



 



    (B)  Exercise Price.  The exercise
    price per share of Stock purchasable under an Option shall be
    determined by the Committee, but, subject to
    Section 6(b)(v), in no event shall the per share exercise
    price of any Option be less than the Fair Market Value of a
    share of Stock on the date of grant of such Option; provided,
    however, if an ISO is granted to a Ten Percent Stockholder, the
    per share exercise price shall not be less than 110% of the Fair
    Market Value of the share of Stock on the date of grant of such
    ISO. The exercise price for Stock subject to an Option may be
    paid in cash or by an exchange of Stock previously owned by the
    Grantee for at least six months (if acquired from the Company),
    through a “broker cashless exercise” procedure
    approved by the Committee (to the extent permitted by law), or a
    combination of the above, in any case in an amount having a
    combined value equal to such exercise price. An Award Agreement
    may provide that a Grantee may pay all or a portion of the
    aggregate exercise price by having shares of Stock with a Fair
    Market Value on the date of exercise equal to the aggregate
    exercise price withheld by the Company.



 



    (C)  Term and Exercisability of
    Options.  The date on which the Committee adopts a
    resolution expressly granting an Option shall be considered the
    day on which such Option is granted. The term of each Option
    shall be fixed by the Committee, but no Option shall be
    exercisable more than ten years after the date the Option is
    granted; provided, however, that the term of an ISO granted to a
    Ten Percent Stockholder may not exceed five years. Options
    shall be exercisable over the term at such times and upon such
    conditions as the Committee may determine, as reflected in the
    Award Agreement; provided, that the Committee shall have the
    authority to accelerate the exercisability of any outstanding
    Option at such time and under such circumstances as it, in its
    sole discretion, deems appropriate. An Option may be exercised
    to the extent of any or all full shares of Stock as to which the
    Option has become exercisable, by giving written notice of such
    exercise to the Committee or its designated agent.



 



    (D)  Termination of
    Employment/Service.  An Option may not be
    exercised unless the Grantee is then a director of, in the
    employ of, or providing services to, the Company or its
    Affiliates, and unless the Grantee has remained continuously so
    employed, or continuously maintained such relationship, since
    the date of grant of the Option; provided, that the Award
    Agreement may contain provisions extending the exercisability of
    Options, in the event of specified terminations of employment or
    service, to a date not later than the expiration date of such
    Option.



 



    (E)  Incentive Stock Option
    Limitations.  To the extent that the aggregate
    Fair Market Value (determined as of the time of grant) of the
    Stock with respect to which ISOs are exercisable for the first
    time by a Grantee during any calendar year under the Plan
    and/or any
    other stock option plan of the Company, its Parent or any
    Subsidiary exceeds $100,000, such Options shall be treated as
    Options which are not ISOs. In addition, if a Grantee does not
    remain employed by the Company, its Parent or any Subsidiary at
    all times from the time the Option is granted until three months
    prior to the date of exercise (or such other period as required
    by applicable law), such Option shall be treated as an Option
    which is not an ISO. Should the foregoing provisions not be
    necessary in order for Options to qualify as an ISO, or should
    any additional provisions be required, the Committee may amend
    the Plan accordingly, without the necessity of obtaining the
    approval of the stockholders of the Company.




    

8








 





 



    (F)  Other Provisions.  Options may
    be subject to such other conditions including, but not limited
    to, restrictions on transferability of the shares acquired upon
    exercise of such Options, as the Committee may prescribe in its
    discretion or as may be required by applicable law.



 



    (ii)  SARs.  The Committee is
    authorized to grant SARs to Grantees on the following terms and
    conditions:



 



    (A)  In General.  Unless the
    Committee determines otherwise, a SAR (1) granted in tandem
    with an NQSO may be granted at the time of grant of the related
    NQSO or at any time thereafter or (2) granted in tandem
    with an ISO may only be granted at the time of grant of the
    related ISO. A SAR granted in tandem with an Option shall be
    exercisable only to the extent the underlying Option is
    exercisable. Payment of a SAR may be made in cash, Stock, or
    property as specified in the Award or determined by the
    Committee. The grant price per share of Stock subject to a SAR
    shall be determined by the Committee at the time of grant,
    provided that the per share grant price of a SAR, whether or not
    granted in tandem with an Option, shall not be less than 100% of
    the Fair Market Value of the Stock at the time of grant.



 



    (B)  Right Conferred.  A SAR shall
    confer on the Grantee a right to receive an amount with respect
    to each share subject thereto, upon exercise thereof, equal to
    the excess of (1) the Fair Market Value of one share of
    Stock on the date of exercise over (2) the grant price of
    the SAR (which in the case of an SAR granted in tandem with an
    Option shall be equal to the exercise price of the underlying
    Option, and which in the case of any other SAR shall be such
    price as the Committee may determine).



 



    (C)  Term and Exercisability of
    SARs.  The date on which the Committee adopts a
    resolution expressly granting a SAR shall be considered the day
    on which such SAR is granted. SARs shall be exercisable over the
    exercise period (which shall not exceed the lesser of ten years
    from the date of grant or, in the case of a tandem SAR, the
    expiration of its related Award), at such times and upon such
    conditions as the Committee may determine, as reflected in the
    Award Agreement; provided, that the Committee shall have the
    authority to accelerate the exercisability of any outstanding
    SAR at such time and under such circumstances as it, in its sole
    discretion, deems appropriate. A SAR may be exercised to the
    extent of any or all full shares of Stock as to which the SAR
    (or, in the case of a tandem SAR, its related Award) has become
    exercisable, by giving written notice of such exercise to the
    Committee or its designated agent.



 



    (D)  Termination of
    Employment/Service.  A SAR may not be exercised
    unless the Grantee is then a director of, in the employ of, or
    providing services to, the Company or its Affiliates, and unless
    the Grantee has remained continuously so employed, or
    continuously maintained such relationship, since the date of
    grant of the SAR; provided, that the Award Agreement may contain
    provisions extending the exercisability of the SAR, in the event
    of specified terminations of employment or service, to a date
    not later than the expiration date of such SAR (or, in the case
    of a tandem SAR, its related Award).



 



    (E)  Other Provisions.  SARs may be
    subject to such other conditions including, but not limited to,
    restrictions on transferability of the shares acquired upon
    exercise of such SARs, as the Committee may prescribe in its
    discretion or as may be required by applicable law.




    

9








 





 



    (iii)  Restricted Stock.  The
    Committee is authorized to grant Restricted Stock to Grantees on
    the following terms and conditions:



 



    (A)  Issuance and
    Restrictions.  Restricted Stock shall be subject
    to such restrictions on transferability and other restrictions,
    if any, as the Committee may impose at the date of grant or
    thereafter, which restrictions may lapse separately or in
    combination at such times, under such circumstances, in such
    installments, or otherwise, as the Committee may determine. The
    Committee may place restrictions on Restricted Stock that shall
    lapse, in whole or in part, only upon the attainment of
    Performance Goals. The Committee may designate an Award of
    Restricted Stock as “performance-based compensation”
    under Section 162(m) of the Code by conditioning the Award
    or the lapse of restrictions on the achievement of Performance
    Goals; provided that the Committee shall establish the objective
    Performance Goals at such time required under
    Section 162(m) of the Code and while the outcome of the
    Performance Goals are substantially uncertain. Except to the
    extent restricted under the Award Agreement relating to the
    Restricted Stock, a Grantee granted Restricted Stock shall have
    all of the rights of a stockholder including, without
    limitation, the right to vote Restricted Stock and the right to
    receive dividends thereon.



 



    (B)  Forfeiture.  Upon termination of
    employment with or service to, or termination of the director or
    independent contractor relationship with, the Company or its
    Affiliates during the applicable restriction period, Restricted
    Stock and any accrued but unpaid dividends that are then subject
    to restrictions shall be forfeited. Notwithstanding the
    foregoing, the Committee may provide, by rule or regulation or
    in any Award Agreement, or may determine in any individual case,
    that restrictions or forfeiture conditions relating to
    Restricted Stock will be waived in whole or in part in the event
    of terminations resulting from specified causes, and the
    Committee may in other cases waive in whole or in part the
    forfeiture of Restricted Stock; provided that, Restricted Stock
    that is intended to comply with Section 162(m) of the Code
    will be based on the actual achievement of the Performance Goals
    through the date of such termination.



 



    (C)  Certificates for
    Stock.  Restricted Stock granted under the Plan
    may be evidenced in such manner as the Committee shall
    determine, including, without limitation, requiring the shares
    of Restricted Stock be held in uncertificated book entry form.
    If certificates representing Restricted Stock are registered in
    the name of the Grantee, such certificates shall bear an
    appropriate legend referring to the terms, conditions, and
    restrictions applicable to such Restricted Stock, and the
    Company shall retain physical possession of the certificate.



 



    (D)  Dividends.  Stock distributed in
    connection with a stock split or stock dividend, and cash or
    other property distributed as a dividend, shall be subject to
    restrictions and a risk of forfeiture to the same extent as the
    Restricted Stock with respect to which such Stock or other
    property has been distributed, and shall be settled as the same
    time as the Restricted Stock to which it relates.



 



    (iv)  Restricted Stock Units.  The
    Committee is authorized to grant Restricted Stock Units to
    Grantees, subject to the following terms and conditions:



 



    (A)  Award and
    Restrictions.  Delivery of Stock or cash, as
    determined by the Committee, will occur upon expiration of the
    deferral period specified for Restricted Stock Units by the
    Committee. The Committee may place restrictions on Restricted
    Stock Units that shall lapse, in whole or in part, only upon the
    attainment of Performance Goals. The Committee may designate an
    Award of Restricted Stock Units as “performance-based
    compensation” under Section 162(m) of the Code by
    conditioning the Award or the lapse of restrictions on the
    achievement of Performance Goals; provided that the Committee
    shall establish the objective Performance Goals at such time
    required under Section 162(m) of the Code and while the
    outcome of the Performance Goals are




    

10








 






    substantially uncertain. The Committee may award dividend
    equivalents relating to Restricted Stock Units on terms and
    conditions as it determines.



 



    (B)  Forfeiture.  Upon termination of
    employment with or service to, or termination of director or
    independent contractor relationship with, the Company or its
    Affiliates during the applicable deferral period or portion
    thereof to which forfeiture conditions apply, or upon failure to
    satisfy any other conditions precedent to the delivery of Stock
    or cash to which such Restricted Stock Units relate, all
    Restricted Stock Units and any accrued but unpaid dividend
    equivalents that are then subject to deferral or restriction
    shall be forfeited. Notwithstanding the foregoing, the Committee
    may provide, by rule or regulation or in any Award Agreement, or
    may determine in any individual case, that restrictions or
    forfeiture conditions relating to Restricted Stock Units will be
    waived in whole or in part in the event of termination resulting
    from specified causes, and the Committee may in other cases
    waive in whole or in part the forfeiture of Restricted Stock
    Units; provided that, Restricted Stock Units that are intended
    to comply with Section 162(m) of the Code will be based on the
    actual achievement of the Performance Goals through the date of
    such termination.



 



    (C)  Director Deferred Compensation
    Awards.  The Company shall issue RSUs pursuant to
    this Section 6(b)(iv)(C) for the purpose of fulfilling the
    Company’s obligations under its Non-Employee Directors
    Deferred Compensation Plan (the “Deferred Compensation
    Plan”); provided, that certain terms and conditions of the
    grant and payment of such RSUs set forth in the Deferred
    Compensation Plan (and only to the extent set forth in such
    plan) shall supercede the terms generally applicable to RSUs
    granted under the Plan. RSUs granted under this paragraph need
    not be evidenced by an Award Agreement unless the Committee
    determines that such an Award Agreement is desirable for the
    furtherance of the purposes of the Plan and the Deferred
    Compensation Plan.



 



    (D)  Non-Employee Director Compensatory
    Awards.  The Company shall issue RSUs payable only
    in Stock (unless the Committee determines otherwise) pursuant to
    the Company’s non-employer director compensation program,
    and shall issue Stock in settlement of such RSUs in accordance
    with such program and the terms of this Plan.



 



    (v)  Converted Cendant Awards.  The
    Committee is authorized to grant Options and Stock awards (such
    Options and Stock awards, “Conversion Options” and
    Conversion Stock,” respectively) in connection with the
    equitable adjustment by Cendant of certain stock options and
    restricted stock unit awards previously granted to Grantees by
    Cendant (such Cendant awards, the “Cendant Awards”).
    Notwithstanding any other provision of the Plan to the contrary,
    and in any event in accordance with a formula for the conversion
    of Cendant Awards determined by the Board in its sole
    discretion, (i) the number of shares to be subject to a
    Conversion Option or Conversion Stock shall be determined by the
    Committee and (ii) the per share exercise price of a
    Conversion Option shall be determined by the Committee.



 



    (vi)  Other Stock- or Cash-Based
    Awards.  The Committee is authorized to grant
    Awards to Grantees in the form of Other Stock-Based Awards or
    Other Cash-Based Awards, as deemed by the Committee to be
    consistent with the purposes of the Plan. Awards granted
    pursuant to this paragraph may be granted with value and payment
    contingent upon Performance Goals, so long as such goals relate
    to periods of performance in excess of one calendar year. The
    Committee may designate an Other Stock- or Cash-Based Award as
    “performance-based compensation” under
    Section 162(m) of the Code by conditioning the Award or the
    lapse of restrictions on the achievement of Performance Goals;
    provided that the Committee shall establish the objective
    Performance Goals at such time required under
    Section 162(m) of the Code and while the outcome of the
    Performance Goals are substantially uncertain. The Committee
    shall determine the  terms and conditions of such Awards at the
    date of grant or thereafter. Performance Periods under this
    Section 6(b)(vi) may overlap. The maximum value




    

11








 






    of the aggregate payment that any Grantee may receive pursuant
    to this Section 6(b)(vi) in respect of any Plan Year is
    $1 million. Payments earned hereunder may be decreased or,
    with respect to any Grantee who is not a Covered Employee,
    increased in the sole discretion of the Committee based on such
    factors as it deems appropriate. No such payment shall be made
    to a Covered Employee prior to the certification by the
    Committee that the Performance Goals have been attained. The
    Committee may establish such other rules applicable to the Other
    Stock- or Cash-Based Awards to the extent not inconsistent with
    Section 162(m) of the Code.



 



    (c)  Annual Incentive Program.  In
    addition to Awards granted under Section 6(b), the
    Committee is authorized to grant stock- and cash-based Awards to
    Grantees pursuant to the Annual Incentive Program, under such
    terms and conditions as deemed by the Committee to be consistent
    with the purposes of the Plan. Awards granted pursuant to this
    paragraph may be granted with value and payment contingent upon
    Performance Goals, so long as such goals relate to periods of
    performance of one calendar year or less. The Committee may
    designate an Award granted under the Annual Incentive Program as
    “performance-based compensation” under
    Section 162(m) of the Code by conditioning the Award or the
    lapse of restrictions on the achievement of Performance Goals;
    provided that the Committee shall establish the objective
    Performance Goals at such time required under
    Section 162(m) of the Code and while the outcome of the
    Performance Goals are substantially uncertain. Grantees will be
    selected by the Committee with respect to participation for a
    Plan Year. The maximum value of the aggregate payment that any
    Grantee may receive under the Annual Incentive Program in
    respect of any Plan Year is $3 million. Payments earned
    hereunder may be decreased or, with respect to any Grantee who
    is not a Covered Employee, increased in the sole discretion of
    the Committee based on such factors as it deems appropriate. No
    such payment shall be made to a Covered Employee prior to the
    certification by the Committee that the Performance Goals
    relating to Awards hereunder have been attained. The Committee
    may establish such other rules applicable to the Annual
    Incentive Program to the extent not inconsistent with
    Section 162(m) of the Code.



 


			
	 	    7.  
	
    Change in Control Provisions.




 



    Unless otherwise determined by the Committee at the time of
    grant and evidenced in an Award Agreement, in the event of a
    Change of Control:



 



    (a)  any Award carrying a right to exercise that was
    not previously vested and exercisable shall become fully vested
    and exercisable; and



 



    (b)  the restrictions, deferral limitations, payment
    conditions, and forfeiture conditions applicable to any other
    Award granted under the Plan shall lapse and such Awards shall
    be deemed fully vested, and any performance conditions imposed
    with respect to Awards shall be deemed to be fully achieved.



 


			
	 	    8.  
	
    General Provisions.




 



    (a)  Nontransferability.  Unless
    otherwise provided in an Award Agreement, Awards shall not be
    transferable by a Grantee except by will or the laws of descent
    and distribution and shall be exercisable during the lifetime of
    a Grantee only by such Grantee or his guardian or legal
    representative.



 



    (b)  No Right to Continued Employment,
    etc.  Nothing in the Plan or in any Award, any
    Award Agreement or other agreement entered into pursuant hereto
    shall confer upon any Grantee the right to continue in the
    employ of, or to continue as a director of, or to continue to
    provide services to, the Company or its Affiliates or to be
    entitled to any remuneration or benefits not set forth in the
    Plan or such Award Agreement or other agreement or to interfere
    with or limit in any  way the right of the Company or any
    Affiliate to terminate such Grantee’s employment, or
    director or independent contractor relationship.




    

12








 





 



    (c)  Taxes.  The Company and its
    Affiliates are authorized to withhold from any Award granted,
    any payment relating to an Award under the Plan, including from
    a distribution of Stock, or any other payment to a Grantee,
    amounts of withholding and other taxes due in connection with
    any transaction involving an Award, and to take such other
    action as the Committee may deem advisable to enable the Company
    and Grantees to satisfy obligations for the payment of
    withholding taxes and other tax obligations relating to any
    Award. This authority shall include authority to withhold or
    receive Stock or other property and to make cash payments in
    respect thereof in satisfaction of a Grantee’s tax
    obligations. The Committee may provide in the Award Agreement
    that in the event that a Grantee is required to pay any amount
    to be withheld in connection with the issuance of shares of
    Stock in settlement or exercise of an Award, the Grantee may
    satisfy such obligation (in whole or in part) by electing to
    have a portion of the shares of Stock to be received upon
    settlement or exercise of such Award equal to the minimum amount
    required to be withheld.



 



    (d)  Stockholder Approval; Amendment and
    Termination.



 



    (i)  The Plan shall take effect upon, and be subject
    to, the requisite approval of the stockholders of the Company.
    Notwithstanding any other provision of the Plan to the contrary,
    if stockholders of the Company do not approve the amendment and
    restatement of the Plan at the 2009 annual meeting, the
    amendment and restatement of the Plan shall be null and void
    ab initio and the Plan as in effect prior to such
    amendment and restatement shall continue to apply in full force
    and effect.



 



    (ii)  The Board may at any time and from time to time
    alter, amend, suspend, or terminate the Plan in whole or in
    part; provided, however, an amendment that requires stockholder
    approval in order for the Plan to continue to comply with
    Section 162(m) or any other law, regulation or stock
    exchange requirement shall not be effective unless approved by
    the requisite vote of stockholders. Notwithstanding the
    foregoing, no amendment to or termination of the Plan shall
    affect adversely any of the rights of any Grantee, without such
    Grantee’s consent, under any Award theretofore granted
    under the Plan.



 



    (e)  Expiration of Plan.  Unless
    earlier terminated by the Board pursuant to the provisions of
    the Plan, the Plan shall expire on the tenth anniversary of the
    earlier of the date the Plan is adopted by the Board and the
    Effective Date. Notwithstanding the foregoing, no Award (other
    than an Option or Stock Appreciation Right) that is intended to
    be “performance-based” under Section 162(m) of
    the Code shall be granted on or after the fifth anniversary of
    the stockholder approval of the Plan unless the Performance
    Goals are reapproved (or other designated performance goals are
    approved) by the stockholders no later than the first
    stockholder meeting that occurs in the fifth year following the
    year in which stockholders approve the Performance Goals. No
    Awards shall be granted under the Plan after such expiration
    date, but Awards granted prior to such date may, and the
    Committee’s authority to administer the terms of such
    Awards, extend beyond that date. The expiration of the Plan
    shall not affect adversely any of the rights of any Grantee,
    without such Grantee’s consent, under any Award theretofore
    granted.



 



    (f)  Deferrals.  The Committee shall
    have the authority to establish such procedures and programs
    that it deems appropriate to provide Grantees with the ability
    to defer receipt of cash, Stock or other property payable with
    respect to Awards granted under the Plan, provided that such
    deferrals are made in a manner intended to comply with Code
    Section 409A.



 



    (g)  No Rights to Awards; No Stockholder
    Rights.  No Grantee shall have any claim to be
    granted any Award under the Plan, and there is no obligation for
    uniformity of treatment of Grantees. Except as provided
    specifically herein, a Grantee or a transferee of an Award shall
    have no rights as a stockholder with respect to any shares
    covered by the Award until the date of the issuance of a stock
    certificate to him for such shares.




    

13








 





 



    (h)  Unfunded Status of Awards.  The
    Plan is intended to constitute an “unfunded” plan for
    incentive and deferred compensation. With respect to any
    payments not yet made to a Grantee pursuant to an Award, nothing
    contained in the Plan or any Award shall give any such Grantee
    any rights that are greater than those of a general creditor of
    the Company.



 



    (i)  No Fractional Shares.  No
    fractional shares of Stock shall be issued or delivered pursuant
    to the Plan or any Award. The Committee shall determine whether
    cash, other Awards, or other property shall be issued or paid in
    lieu of such fractional shares or whether such fractional shares
    or any rights thereto shall be forfeited or otherwise eliminated.



 



    (j)  Regulations and Other Approvals.



 



    (i)  The obligation of the Company to sell or deliver
    Stock with respect to any Award granted under the Plan shall be
    subject to all applicable laws, rules and regulations, including
    all applicable federal and state securities laws, and the
    obtaining of all such approvals by governmental agencies as may
    be deemed necessary or appropriate by the Committee.



 



    (ii)  Each Award is subject to the requirement that,
    if at any time the Committee determines, in its absolute
    discretion, that the listing, registration or qualification of
    Stock issuable pursuant to the Plan is required by any
    securities exchange or under any state or federal law, or the
    consent or approval of any governmental regulatory body is
    necessary or desirable as a condition of, or in connection with,
    the grant of an Award or the issuance of Stock, no such Award
    shall be granted or payment made or Stock issued, in whole or in
    part, unless listing, registration, qualification, consent or
    approval has been effected or obtained free of any conditions
    not acceptable to the Committee.



 



    (iii)  In the event that the disposition of Stock
    acquired pursuant to the Plan is not covered by a then-current
    registration statement under the Securities Act and is not
    otherwise exempt from such registration, such Stock shall be
    restricted against transfer to the extent required by the
    Securities Act or regulations thereunder, and the Committee may
    require a Grantee receiving Stock pursuant to the Plan, as a
    condition precedent to receipt of such Stock, to represent to
    the Company in writing that the Stock acquired by such Grantee
    is acquired for investment only and not with a view to
    distribution.



 



    (iv)  The Committee may require a Grantee receiving
    Stock pursuant to the Plan, as a condition precedent to receipt
    of such Stock, to enter into a stockholder agreement or
    “lock-up”
    agreement in such form as the Committee shall determine is
    necessary or desirable to further the Company’s interests.



 



    (k)  Governing Law.  The Plan and all
    determinations made and actions taken pursuant hereto shall be
    governed by the laws of the State of Delaware without giving
    effect to the conflict of laws principles thereof.



 



    (l)  Tax Laws.  Although the Company
    does not guarantee the particular tax treatment of an Award
    granted under the Plan, Awards made under the Plan are intended
    to comply with, or be exempt from, the applicable requirements
    of Code Section 409A and all Awards shall be interpreted in
    accordance with Code Section 409A.




    

14