EX-10.14






Exhibit 10.14




WYNDHAM WORLDWIDE CORPORATION

2006 EQUITY AND INCENTIVE PLAN




AWARD AGREEMENT – RESTRICTED STOCK UNITS




     Award Agreement (this “Agreement”), dated as of xx/xx/xxxx, by and between Wyndham Worldwide
Corporation, a Delaware corporation (the “Company”), and the grantee indicated on Exhibit A
attached hereto (the “Grantee”), pursuant to the terms and conditions of the Wyndham Worldwide
Corporation 2006 Equity and Incentive Plan (the “Plan”).



     In consideration of the provisions contained in this Agreement, the Company and the Grantee
agree as follows:



     1. The Plan. The Award granted to the Grantee hereunder is pursuant to the Plan. A copy of
the Plan and a prospectus for the Plan are attached hereto and the terms of the Plan are hereby
incorporated in this Agreement. Terms used in this Agreement which are not defined in this
Agreement shall have the meanings used or defined in the Plan.



     2. Award. Concurrently with the execution of this Agreement, subject to the terms and
conditions set forth in the Plan and this Agreement, the Company hereby grants the Award indicated
on Exhibit A attached hereto (the “Award”) to the Grantee. Upon the vesting of the Award, as
described in Paragraph 3 below, the Company shall deliver for each Restricted Stock Unit that
becomes vested, one share of Stock; provided, however, that the Grantee shall remain required to
remit to the Company such amount that the Company determines is necessary to meet all required
minimum withholding taxes.



     3. Schedule of Lapse of Restrictions. Subject to Paragraph 4 below, the Restricted Stock
Units granted hereunder shall vest in the manner set forth on Exhibit A attached hereto, subject to
the Grantee’s continuous employment with the Company through each respective vesting date. Upon
(i) a “Change in Control”, (ii) the Grantee’s termination of employment by reason of death or
Disability or (iii) if applicable, such other event as set forth in the Grantee’s written agreement
of employment with the Company, the Award shall become immediately and fully vested, subject to any
terms and conditions set forth in the Plan and/or imposed by the Committee.



     4. Termination of Employment. Notwithstanding any other provision of the Plan to the
contrary, and, if applicable, subject to Grantee’s written agreement of employment with the
Company, upon the termination of the Grantee’s employment with the Company and its subsidiaries for
any reason whatsoever (other than death or Disability), the Award, to the extent not yet vested,
shall immediately and automatically terminate.



     5. No Assignment. This Agreement (and the Award) may not be assigned by the Grantee by
operation of law or otherwise.



     6. No Rights to Continued Employment; Loss of Office. Neither this Agreement nor the Award
shall be construed as giving the Grantee any right to continue in the employ of the Company or any
of its subsidiaries, or shall interfere in any way with the right of the Company



 









 







to terminate such employment. Notwithstanding any other provision of the Plan, the Award, this
Agreement or any other agreement (written or oral) to the contrary, for purposes of the Plan and
the Award, a termination of employment shall be deemed to have occurred on the date upon which the
Grantee ceases to perform active employment duties for the Company following the provision of any
notification of termination or resignation from employment, and without regard to any period of
notice of termination of employment (whether expressed or implied) or any period of severance or
salary continuation. Notwithstanding any other provision of the Plan, the Award, this Agreement or
any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by
accepting an Award, thereby irrevocably waives any such entitlement), by way of compensation for
loss of office or otherwise, to any sum or other benefit to compensate the Grantee for the loss of
any rights under the Plan as a result of the termination or expiration of an Award in connection
with any termination of employment. No amounts earned pursuant to the Plan or any Award shall be
deemed to be eligible compensation in respect of any other plan of Wyndham Worldwide Corporation or
any of its subsidiaries.



     7. Governing Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
effect to the conflicts of laws principles thereof.



     8. Tax Obligations. As a condition to the granting of the Award and the vesting thereof, the
Grantee agrees to remit to the Company or any of its applicable subsidiaries such sum as may be
necessary to discharge the Company’s or such subsidiary’s obligations with respect to any tax,
assessment or other governmental charge imposed on property or income received by the Grantee
pursuant to this Agreement and the Award. Accordingly, the Grantee agrees to remit to the Company
or applicable subsidiary any and all required minimum withholding taxes. Such payment shall be
made to the Company or any applicable subsidiary of the Company in a form that is reasonably
acceptable to the Company, as the Company may determine in its sole discretion.



     9. Notices. Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or
such other address as the Grantee may designate in writing to the Company, or the Company,
Attention: General Counsel, or such other address as the Company may designate in writing to the
Grantee.



     10. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.



     11. Amendments. This Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.



     12. Authority. The Compensation Committee of the Board of Directors of the Company shall have
full authority to interpret and construe the terms of the Plan and this Agreement. The
determination of the Committee as to any such matter of interpretation or construction shall be
final, binding and conclusive on all parties.



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     13. Rights as a Stockholder. The Grantee shall have no rights as a stockholder of the Company
with respect to any shares of Stock underlying or relating to any Award until the issuance of Stock
to the Grantee in respect of such Award; provided, however, that in the event the Board of
Directors of the Company shall declare a dividend on the Stock, a dividend equivalent equal to the
per share amount of such dividend shall be credited on all Restricted Stock Units underlying the
Award and outstanding on the record date for such dividend, such dividend equivalents to be payable
in cash without interest on the vesting date of the Restricted Stock Units on which the dividend
equivalents were credited and shall otherwise be subject to the same terms and conditions as the
Restricted Stock Units on which the dividend equivalents were credited.



     IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.



	 	 	 	 	 
	 	 	Wyndham Worldwide Corporation
	 
	 	 	 	 
	 

	 	By:
	 	Stephen P. Holmes
	 

	 	 	 	Chairman and Chief Executive Officer






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EXHIBIT A (RSUs)




Wyndham Worldwide Corporation

2006 Equity and Incentive Plan

Statement of Restricted Stock Units (RSUs) Award




	 	 	 
	Granted To:

	 	Employee Name
	 

	 	Employee Address
	 

	 	City, State Zip
	 
	 	 
	Award Date:

	 	xx/xx/xxxx
	 
	 	 
	Number of RSUs Granted (*):

	 	xxx,xxx
	 
	 	 
	Actual RSUs Award Grant Value:

	 	$x,xxx.xx (Number of RSUs Granted x Dollar Value per Unit)
	 
	 	 
	RSU Dollar Value per Unit:

	 	$xx.xx








 




			
	*	 	Determined by dividing your Actual RSUs Award Grant Value by the RSU Dollar Value per Unit (equal
to the Wyndham Worldwide closing stock price on the award date) and rounded down to the nearest
whole unit.





	 	 	 	 	 
	 	 	Vesting
	Vesting Date	 	RSUs
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%
	xx/xx/xxxx
	 	xx%





RETAIN THIS NOTIFICATION AND YOUR RESTRICTED STOCK UNIT AGREEMENT WITH YOUR IMPORANT DOCUMENTS AS A
RECORD OF THIS AWARD.



Subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive
Plan, you have been awarded Restricted Stock Units. The vesting referenced above is subject to you
remaining continuously employed with Wyndham Worldwide Corporation through each respective vesting
date.



Please review the spelling of your name and your address. If any of this information is incorrect,
please contact the Wyndham Worldwide Stock Plan Administration Department at (973) 753-7001.





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