EX-10.22







	 	 	 	 	 



Exhibit 10.22




AMENDMENT NUMBER ONE

TO THE

WYNDHAM WORLDWIDE CORPORATION

OFFICER DEFERRED COMPENSATION PLAN




          WHEREAS, Wyndham Worldwide Corporation (the “Company”), maintains the Wyndham Worldwide
Corporation Officer Deferred Compensation Plan (the “Plan”);




          WHEREAS, pursuant to Section 9.1 of the Plan, the Company has reserved the right to amend the
Plan;




          WHEREAS, the Company desires to amend the Plan to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and regulations and guidance issued thereunder (collectively,
“Code Section 409A”); and




          WHEREAS, approval by the Company’s stockholders is not required with respect to these
amendments.




          NOW, THEREFORE, the Plan is hereby amended effective as of December 31, 2008, as follows:





	1.	 	The first sentence of Section 2.19 of the Plan is hereby amended in its entirety as follows:






“Separation from Service means a Participant’s death, retirement or
other termination of employment with the Employer and all of its
affiliates (as determined in accordance with Treasury Regulation §
1.409A-1(h)(1)).”




	2.	 	The second sentence of Section 4.1 of the Plan is hereby amended in its entirety as follows:






“Any individual who becomes an Eligible Employee after the Effective
Date may, by completing an Election Form and filing it with the Plan
Administrator within 30 days following the date the individual first
becomes an Eligible Employee, elect to defer a percentage or dollar
amount of one or more payments of Compensation, on such terms as the
Plan Administrator may permit, which are payable to the Participant
after the date on which the individual files the Election Form.”




	3.	 	Section 4.1 of the Plan is hereby amended by adding the following sentence to the end
thereof:




 









 












“Notwithstanding any other provision herein, any Compensation deferred
pursuant to an Election Form shall be Compensation that relates solely
to services performed after the Election Form is filed.”




	4.	 	Section 7.1 of the Plan is hereby amended by adding the following sentences to the end
thereof:






“Notwithstanding anything to the contrary in the Plan, including this
Section 7.1, the Participant may make a one time election no later
than December 31, 2008, to receive a distribution from the
Participant’s account under the Plan on a specified date in accordance
with the transition relief set forth under Internal Revenue Service
Notice 2006-79 and 2007-86 with regard to Code Section 409A (as
defined below). Any such election shall be made on the form to be
provided by the Plan Administrator which shall set forth the
provisions applicable to such election.”




	5.	 	Section 7.2 of the Plan is hereby amended in its entirety as follows:






“Subject to Section 7.5, within 90 days of a Change of Control, each
Participant shall be paid his or her entire Account balance (including
any amount vested pursuant to Section 6.3) in a single lump sum
payment.”




	6.	 	Section 7.3 of the Plan is hereby amended in its entirety as follows:






“7.3 Death




If a Participant dies prior to the complete distribution of his or her
Account, the balance of the Account shall be paid within 90 days of
the Participant’s death to the Participant’s designated beneficiary or
beneficiaries, in the form elected by the Participant under either of
the following options:




	 	a.	 	a single lump sum
payment; or
	 
	 	b.	 	annual installments
over a period elected by the Participant up to 10
years, the amount of each installment to equal the
balance of the Account immediately prior to the
installment divided by the number of unpaid
installments.






Any designation of beneficiary and form of payment to such beneficiary
shall be made by the Participant on an Election Form filed with the
Plan Administrator. The beneficiary may be



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changed by the Participant
at any time. The form of payment set forth in the Election Form may
be changed by the Participant, provided, that, the
change does not take effect for at least 12 months after the change is
made, the change is made at least 1 year prior to the payment date and
the deferral is for at least five years, all in accordance with Code
Section 409A. If no beneficiary is designated or no designated
beneficiary survives the Participant, payment shall be made to the
Participant’s surviving spouse, or, if none, to his or her issue per
stirpes, in a single lump sum. If no spouse or issue survives the
Participant, payment shall be made in a single lump sum to the
Participant’s estate.”




	7.	 	Section 7.5 of the Plan is hereby amended in its entirety as follows:






“7.5.1 Section 409A. Although the Employer does not guarantee
to the Participant any particular tax treatment relating to the
payments under the Plan, it is intended that such payments be exempt
from, or comply with, Section 409A of Code and the regulations and
guidance promulgated thereunder (collectively, “Code Section 409A”),
and the Plan shall be construed in a manner consistent with the
requirements for avoiding taxes or penalties under Code Section 409A.




7.5.2 Installments. If under the Plan, an amount is to be
paid in two or more installments, for purposes of Code Section 409A,
each installment shall be treated as a separate payment.




7.5.3 Separation From Service. A termination of employment
shall not be deemed to have occurred for purposes of any provision of
the Plan 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 and, for purposes
of any such provision of the Plan, references to a “resignation,”
“termination,” “termination of employment” or like terms shall mean
Separation from Service.




7.5.4 Specified Employee. If a Participant is deemed on the
date of termination of his 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



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not be made or provided
prior to the earlier of (i) the expiration of the six-month period
measured from the date of Participant’s Separation from Service or
(ii) the date of Participant’s death; and




     (ii) On the first day of the seventh month following the date of
Participant’s Separation from Service or, if earlier, on the date of
his death, (x) all payments delayed pursuant to this Section 7.5.4
(whether they would otherwise have been payable in a single sum or in
installments in the absence of such delay), shall be paid or
reimbursed to the Participant in a lump sum, and any remaining
payments and benefits due under the Plan shall be paid or provided in
accordance with the normal dates specified for them herein.




7.5.5 Payment Period. Whenever a payment under the Plan
specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within forty (40) days following the date of
termination), the actual date of payment within the specified period
shall be within the sole discretion of the Company.




7.5.6. Compliance. Notwithstanding anything herein to the
contrary, in no event whatsoever shall the Employer be liable for any
additional tax, interest or penalties that may be imposed on a
Participant by Code Section 409A or any damages for failing to comply
with Code Section 409A.”




	8.	 	Section 9.2 of the Plan is hereby amended by adding the following sentence to the end
thereof:






“In all cases, the Plan shall be terminated in accordance with Code
Section 409A.”



[Signature Page Follows]




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          IN WITNESS WHEREOF, this amendment has been executed December 31, 2008.




	 	 	 	 	 
	 	WYNDHAM WORLDWIDE
CORPORATION

 	 
	 	By:  	/s/ Mary R. Falvey
 	 
	 	 	Mary R. Falvey 	 
	 	 	Executive Vice President 	 
	 




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