Exhibit 10.10
www.WyndhamWorldwide.com
December 31, 2008
Thomas Anderson
4 Arrowhead Trail
Sparta, NJ 07871
4 Arrowhead Trail
Sparta, NJ 07871
Dear Tom:
Reference is made to that letter confirming our discussion regarding your new expanded
responsibilities in connection with your employment with Wyndham Worldwide Corporation (“Wyndham
Worldwide”), dated March 24, 2008 (the “Offer Letter”). In order to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance
issued thereunder (collectively, “Code Section 409A”), Wyndham Worldwide would like to further
clarify the terms of your bonus, perquisites and severance benefit set forth in the Offer Letter.
Your bonus and any bonus modifier under the Wyndham Worldwide bonus plan will be paid to you
at such time as shall be determined by the Compensation Committee of Wyndham Worldwide’s Board of
Directors, but in no event later than the last day of the calendar year following the calendar year
such bonus is earned. In accordance with our new reimbursement policy, Wyndham Worldwide will
reimburse all taxable business expenses to you on or before the last day of your taxable year
following the taxable year in which the expenses are incurred.
In the event 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 terms and conditions set forth in the Offer Letter, you will receive severance pay equal to
two years of your then current base salary plus target bonus (excluding bonus modifier) in the form
of a lump sum payment no later than the 60th day following the date of termination;
provided that, to the extent your severance payment is subject to Code Section 409A, your
termination of employment must constitute a “separation from service” under Code Section 409A.
Although Wyndham Worldwide does not guarantee to you any particular tax treatment relating to
any payments made or benefits provided to you in connection with your employment at Wyndham
Worldwide, it is intended that such payments and benefits be exempt from, or comply with, Code
Section 409A, and all provisions of this letter and the Offer Letter shall be construed in a manner
consistent with the requirements for avoiding taxes or penalties under Code Section 409A.