Exhibit 10.5
AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT
AMENDMENT, dated March 1, 2011 (Amendment), made to the Employment Agreement dated as of
November 17, 2008, as first amended by the letter agreement dated as of December 1, 2008 and
further amended effective as of December 16, 2009 (together, the Employment Agreement), by and
between Wyndham Worldwide Corporation, a Delaware corporation (the Company), and Eric Danziger
(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 II 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) shall begin on the Effective Date and shall
end on November 17, 2013, subject to earlier termination as provided
in this Agreement.
2. The second sentence of Section VI(d) of the Employment Agreement is hereby amended in its
entirety and replaced with the following:
All payments due to the Executive under the first sentence of
Section VI(a) shall be made in a lump sum to the Executive within 60
days following the date of termination; provided,
however, that (i) the payments and benefits provided under
Section VI(a) 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 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 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.
3. 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/ Eric Danziger
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Eric Danziger |
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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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