Exhibit 10.3
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT, dated March 1, 2011 (Amendment), made to the Employment Agreement dated as of
November 19, 2009 (the Employment Agreement), by and between Wyndham Worldwide Corporation, a
Delaware corporation (the Company), and Franz Hanning (the Executive). Except as provided
herein all terms and conditions set forth in the Employment Agreement shall remain in full force
and effect.
WHEREAS, the Company and the Executive have previously entered into the Employment Agreement;
and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth
below.
NOW, THEREFORE, effective as of the date first written above, the Employment Agreement is
hereby amended as follows:
1. The first sentence of Section III of the Employment Agreement is hereby amended in its
entirety and replaced with the following:
The period of the Executives employment under this Agreement (the
Period of Employment) began on August 1, 2009 (the Effective Date)
and shall end on August 1, 2014, subject to earlier termination as
provided in this Agreement.
2. Section IV.B. of the Employment Agreement is hereby amended in its entirety and replaced
with the following:
In addition, the Executive will be eligible to receive an annual
incentive compensation award in respect of each fiscal year of the
Company during the Period of Employment targeted to equal $700,000,
subject to the terms and conditions of the annual bonus plan covering
employees of the Company, and further subject to such performance
goals, criteria or targets reasonably determined by the Company in its
sole discretion in respect of each such fiscal year (each such annual
bonus, an Incentive Compensation Award). As the Incentive
Compensation Award is subject to the attainment of performance
criteria, it may be paid, to the extent earned or not earned, at
below-target levels, and above target levels. The Incentive
Compensation Award shall be paid to the Executive at such time as
shall be determined by the Compensation Committee (the Committee) of
the Companys Board of Directors (the Board), but in no event later
than the last day of the calendar year following the calendar year
with respect to which the performance targets relate.
3. Section VII.A.i. of the Employment Agreement is hereby amended to replace the reference to
$660,000 with $700,000.
4. Section VII.A.ii. of the Employment Agreement is hereby amended in its
entirety and replaced with the following:
(ii) subject to Section VII-D below, (x) all time-based Long Term
Incentive Awards (including all stock options and stock appreciation
rights) granted on or after the Effective Date which would have
otherwise vested within one year following the Executives termination
of employment, will become vested and will be paid upon the
Executives termination of employment; and (y) any performance-based
Long Term Incentive Awards (including restricted stock units but
excluding stock options and stock appreciation rights) granted on or
after the Effective Date, will vest and be paid on a pro rata basis
(provided that the performance goals applicable to the Long Term
Incentive Award are achieved), with such proration to be determined
based upon the portion of the full performance period during which the
Executive was employed by the Company plus 12 months (or, if less,
assuming employment for the entire performance period), with the
vesting and payment of any such vested performance-based Long Term
Incentive Awards to occur at the time that the awards vest and are
paid to employees generally. The provisions relating to Long Term
Incentive Awards set forth in this paragraph shall not supersede or
replace any provision or right of the Executive relating to the
acceleration of the vesting of such awards in the event of a change in
control of the Company or the Executives death or disability, whether
pursuant to an applicable stock plan document or award agreement;
5. The second sentence of Section VII.D. of the Employment Agreement is hereby amended in
its entirety and replaced with the following:
All payments due to the Executive under Sections VII-A(i) or
VIII-C(iv) shall be made to the Executive in a lump sum no later than
the 60th day following the date of termination;
provided however, that (i) all payments and benefits
under Sections VII-A(i) (iii) and Section VIII-C(iv) shall be
subject to, and contingent upon, the execution by the Executive (or
his beneficiary or estate) of a release of claims against the Company
and its affiliates in such reasonable form determined by the Company
in its sole discretion, but in a form consistent with the terms and
conditions of this Agreement and (ii) in the event that the period
during which the Executive is entitled to consider the general release
(and to revoke the release, if applicable) spans two calendar years,
then any payment that otherwise would have been payable during the
first calendar year will in no case be made until the later of (A) the
end of the revocation period (assuming that the Executive does not
revoke), or (B) the first business day of
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the second calendar year (regardless of whether the Executive used the
full time period allowed for consideration), all as required for
purposes of Code Section 409A.
6. Section VIII.C.iv. of the Employment Agreement is hereby amended to replace the reference
to $660,000 with $700,000.
7. From and after the date hereof, all references to the Employment Agreement shall mean the
Employment Agreement as amended hereby. Except as expressly amended hereby, the Employment
Agreement shall remain in full force and effect, and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this
28th day of February 2011.
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EXECUTIVE
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/s/ Franz Hanning
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Franz Hanning |
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WYNDHAM WORLDWIDE CORPORATION
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By: |
/s/ Mary Falvey
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Name: |
Mary Falvey |
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Title: |
Executive Vice President |
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