EX-10.9






Exhibit 10.9









March 24, 2008




Thomas Anderson

4 Arrowhead Trail

Sparta, NJ 07871




Dear Tom:



I am pleased to confirm our discussion in regards to your new expanded responsibilities as
Executive Vice President & Chief Real Estate Development Officer, reporting to Steve Holmes,
Chairman and Chief Executive Officer.



Your salary, paid on a bi-weekly basis will be $16,346.15 which equates to an annualized salary of
$425,000.00. You are eligible to participate in the Company’s year 2008 Profit Sharing Bonus Plan
which provides for a target payment of 100% of your regular earnings based on plan parameters and
the Company achieving profit goals. The bonus distribution is typically in the first quarter of
the next year.



Additionally, you will be eligible for a bonus modifier of up to $50,000 per annum. This bonus
modifier will be based on your results regarding mixed use development transactions and
collaboratively partnering with Wyndham Worldwide business units. Collaborative partnering includes
appropriate and inclusive dialogue with all constituents as well as the ability to build trust and
respect across the organization. The amount to be paid out will be determined by Wyndham
Worldwide’s Chairman and Chief Executive Officer, Steve Holmes, and the Chairman and Chief
Executive Officer of Wyndham Vacation Ownership, Franz Hanning, in their sole discretion.



You will also be eligible to participate in the following programs or other perquisites applicable
to the “Senior Executive Leadership” category which currently include:




	 	•	 	Company-provided automobile
	 
	 	•	 	Financial planning assistance
	 
	 	•	 	Platinum Corporate Card
	 
	 	•	 	Group Life Coverage up to $1mm
	 
	 	•	 	Annual physical through Executive Health Group
	 
	 	•	 	401(k)/Deferred Compensation match of up to 6%
	 
	 	•	 	Wyndham Employee Discount Programs





However, our program is subject to change from time to time.



Per Wyndham Worldwide’s standard policy, this letter is not intended, nor should it be considered,
to be an employment contract for a definite or indefinite period of time. As you know, employment
with Wyndham Worldwide is at will, and either you or Wyndham Worldwide may terminate your
employment at any time, with or without cause. If, however, your employment with Wyndham Worldwide
is terminated by Wyndham Worldwide other than for cause (as defined by Wyndham Worldwide) and other
than in connection with your disability which prevents you from performing services for Wyndham
Worldwide for a period of 6 months, subject to the requirements set forth below, you will receive
in a lump sum severance pay equal to two years of your then current base salary and bonus target
(excluding bonus modifier). In addition, in the event of without cause termination by Wyndham
Worldwide and subject to the requirements set forth below, all time-based Long Term Incentive
Awards in Wyndham Worldwide equity granted since July 2006, which would have otherwise vested
within one year following termination of employment, will vest and any such awards which are stock
options or stock-settled stock appreciation rights will remain outstanding for a period of two
years (but not beyond the original expiration date) following your termination of employment. The
provisions relating to Long Term Incentive Awards set forth in this paragraph shall not supersede
or replace any provision or right relating to the acceleration of



 









 







the vesting of such awards in the event of change in control of the Company or your death or
disability, whether pursuant to an applicable stock plan document or award agreement. The
provision of severance pay and acceleration and/or extension of such equity awards, as discussed
above, (i) shall be paid in lieu of any severance benefits otherwise payable to you under any
severance plan of Wyndham Worldwide or its affiliates and (ii) is subject to, and contingent upon,
you executing a separation agreement with Wyndham Worldwide, in such form determined by Wyndham
Worldwide, which requires, among other things, the following:




(a) you will release all actual and purported claims against Worldwide Wyndham and its
affiliates,




(b) you will protect and not disclose all confidential and proprietary information of
Wyndham Worldwide, and




(c) for twenty-four months following the termination of your employment, you will not




(i) effect or maintain employment as a principal, advisor, owner or consultant or
otherwise become affiliated with in any other capacity, any person, firm,
corporation, or other entity which is involved or engaged in, or otherwise advising
upon a mixed-use hotel/timeshare development project in any location, (x) for which
you evaluated a development opportunity on behalf of Wyndham Worldwide or its
affiliates unless that opportunity was brought forward to and rejected by the
Investment Committee or (y) other than with the prior written consent of the Wyndham
Worldwide Chairman and Chief Executive Officer, where Wyndham Worldwide or any of
its affiliates has developed or is in the process of developing a mixed use
hotel/timeshare development project; or (ii) solicit for employment any then
existing Wyndham Worldwide employees, consultants, agents or customers.



Any amounts payable pursuant to this letter agreement shall be delayed for a period of six months
from the date of termination if necessary to comply with the requirements of IRS Section 409A.



By signing this letter, you acknowledge that this letter, along with any pre-hire documentation you
executed, sets forth the entire agreement regarding your employment between you and the Company,
and fully supersedes any prior agreements or understandings, whether written or oral. Please note
all conditions of this offer letter are subject to the Wyndham Worldwide Compensation Committee.



This letter agreement shall be effective February 1, 2008.



Should you have any questions, please contact me at (973) 753-6596.



Best of luck in your new role!




Regards,




/s/ Mary Falvey                                                            

Mary Falvey

Executive Vice President, Chief Human Resources Officer

Wyndham Worldwide




Understood and accepted:




/s/ Thomas Anderson                                                            

Thomas Anderson



April 17, 2008                                                            

Date




Enclosures




cc: S. Holmes





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