Document

DETTMER understands that he/she may revoke this Agreement and General Release for a period of seven (7) calendar days following the day he/she executes this Agreement and General Release, and this Agreement and General Release shall not become effective or enforceable until the revocation period has expired, and no revocation has occurred prior to expiration of the revocation period. Any revocation within this period must be submitted, in writing, to the Company and state, "I hereby revoke my acceptance of the Agreement and General Release." Said revocation must be personally delivered, mailed, emailed or faxed to the Company or its designee, and in each case, received by the Company within seven (7) calendar days of execution of this Agreement and General Release; otherwise, the effective date of this Agreement and General Release shall be the 8th calendar day after DETTMER executes this Agreement and General Release (“Effective Date”); and

1. DETTMER agrees to remain employed in good standing through June 15, 2020, but is subject to change (“Last Date of Employment” or “Termination Date”). Effective as of the Last Date of Employment, any position held by DETTMER as an officer, director or fiduciary of any Company-related entity shall be terminated. Other than as set forth below, DETTMER shall not be eligible for or entitled to any other compensation or benefits from the Company following the Last Date of Employment.

▪$47,316 – equivalent amount for reimbursement costs for continuing health care coverage under COBRA, pursuant to the Letter Agreement. The Company will continue to provide you with health insurance coverage at the employee contribution rate through the end of the month in your employment ends. Beginning the first day of the following month, you may elect to continue coverage through COBRA. If you wish to elect COBRA continuation coverage, you must complete a COBRA form, which will be sent to you under separate cover after your separation date.

▪Additionally, the following grants subject to your outstanding Performance Share Unit (PSU) grants as of June 15, 2020 (the date of termination) will vest and will be paid (representing a pro-rata portion of PSU awards as of June 15, 2020 (the date of termination), with 12 additional months of vesting credit) at the same time generally paid to active employees, provided the Company’s applicable performance goals are met.

vi.DETTMER shall continue to be eligible to participate in the Company health plan in which he/she currently participates through the end of the month in which the Last Date of Employment occurs. Regardless of whether DETTMER signs this Agreement, following the Last Date of Employment, DETTMER may elect to continue health plan coverage in accordance with and subject to the provisions of the Consolidated Omnibus Budget Reconciliation Act or any similar state or local law, at his/her sole expense.

vii.Through and until the Last Date of Employment, DETTMER shall be eligible to continue to use the vehicle provided to him/her through the Company’s executive car lease program in which he/she currently participates, upon the same terms as currently are in effect for him/her. DETTMER shall have the option to purchase the vehicle on the Last Date of Employment in accordance with and subject to the terms of such executive car lease program. If DETTMER chooses not to purchase the vehicle, DETTMER shall relinquish the vehicle to the Company’s Human Resources Department on or before the Last Date of Employment.

3. Other than the accelerated vesting described above, nothing contained herein shall affect the terms of restricted stock shares previously awarded to DETTMER, if any, previously awarded under the Wyndham Destinations, Inc. 2006 Equity and Incentive Plan, as amended from time to time (“Plan”) which shall continue to be governed under the terms and conditions of the Plan. All other outstanding, unvested award amounts will be forfeited or will lapse as of DETTMER’S Last Date of Employment.

5. DETTMER, on behalf of himself/herself and his/her heirs, executors, administrators, successors, and assigns, of his/her own free will, knowingly and voluntarily releases and forever discharges the Company and its affiliates and subsidiaries, and each of its and their past, present and future parent entities, subsidiaries, affiliates, divisions, joint ventures, directors, members, officers, executives, employees, agents, representatives, attorneys and stockholders, and any and all employee benefit plans maintained by any of the above entities and their respective plan administrators, committees, trustees and fiduciaries individually and in their representative capacities, and its and their respective predecessors, successors and assigns (both individually and in their representative capacities) (collectively referred to throughout this Agreement and General Release as the “Released Parties”), of and from any and all actions, causes of action, suits, claims, cross-claims, counter-claims, charges, complaints, controversies, actions, promises, demands, debts, and contracts (whether oral or written, express or implied from any source), of any nature whatsoever, in law or equity, known or unknown, suspected or unsuspected (each a “Claim”), which DETTMER ever had, now has or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time DETTMER executes this Agreement and General Release against the Released Parties, including, but not limited to:

d.any Claims under the National Labor Relations Act (“NLRA”), the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for vested benefits which are not affected by this Agreement and General Release), the Americans With Disabilities Act of 1990, as amended (“ADA”), the Fair Labor Standards Act (“FLSA”), the Occupational Safety and Health Act (“OSHA”), the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Federal Family and Medical Leave Act (“FMLA”), the Federal Worker Adjustment Retraining Notification Act or any similar state or local law (“WARN”), the Genetic Information Nondiscrimination Act of 2008, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); and;

e.Florida Civil Rights Act; Florida Whistleblower’s Act; Florida Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim; Florida Wage Discrimination Law; Florida Equal Pay Law; Florida AIDS Act; Florida Discrimination on the Basis of Sickle Cell Trait Law; Florida OSHA; Florida Wage Payment Laws; Florida’s Domestic Violence Leave Law; Florida's Preservation and Protection of the Right to Keep and Bear Arms in Motor Vehicles Act of 2008; and

f.any other federal, state or local civil or human rights law, or any other alleged violation of any local, state or federal law, act, statute, code, order, judgment, injunction, ruling, decree, writ, regulation or ordinance, and/or public policy, implied or expressed contract, fraud, negligence, estoppel, defamation, infliction of emotional distress or other tort or common-law Claim having any bearing whatsoever on the terms and conditions and/or cessation of his/her employment with the Company including, but not limited to, any allegations for compensatory damages, punitive or exemplary damages, penalties or liquidated damages, losses, liabilities, costs, fees, or other expenses, including reasonable attorneys' fees, incurred in these matters.

DETTMER understands that DETTMER may later discover Claims or facts that may be different than, or in addition to, those which DETTMER now knows or believes to exist with regards to the subject matter of this Agreement and General Release and the releases in this Paragraph 5, and which, if known at the time of executing this Agreement and General Release, may have materially affected this Agreement and General Release or DETTMER’S decision to enter into it. DETTMER hereby waives any right or Claim that might arise as a result of such different or additional claims or facts.

6. DETTMER also acknowledges that DETTMER does not have any current charge against any of the Released Parties pending before any local, state or federal agency regarding his/her employment or termination thereof. DETTMER represents that DETTMER has made no assignment or transfer of any right or Claim covered by this Agreement and General Release and DETTMER agrees that he/she is not aware of any such right or Claim. This Paragraph 6 shall in all respects be subject to Paragraph 15 herein.

7. Nothing in this Agreement and General Release shall release or impair (a) any right that cannot be waived by private agreement under law, including, but not limited to, any Claims for workers’ compensation or unemployment insurance benefits; (b) any vested rights under any pension or 401(k) plan, and/or (c) any right to enforce this Agreement. Company and DETTMER acknowledge that DETTMER cannot waive his/her right to file a charge, testify, assist, or participate in any manner in an investigation, hearing, or proceeding under the federal civil rights laws or federal whistleblower laws. Therefore, notwithstanding the provisions set forth herein, nothing contained in this Agreement and General Release is intended to nor shall it prohibit DETTMER from filing a charge with, or providing information to, the United States Equal Employment Opportunity Commission (“EEOC”) or other federal, state or local agency or from participating or cooperating in any investigation or proceeding conducted by the EEOC or other administrative body or governmental agency. With respect to a Claim for employment discrimination brought to the EEOC or state/local equivalent agency enforcing civil rights laws, DETTMER waives any right to personal injunctive relief and to personal recovery, damages, and compensation of any kind payable by any Released Party with respect to the Claims released in this Agreement and General Release as set forth in herein to the fullest extent permitted by law. This Paragraph 7 shall in all respects be subject to Paragraph 15 herein.

8. DETTMER affirms that he/she has not provided, either directly or indirectly, any information or assistance to any non-governmental party who may be considering or is taking legal action against the Released Parties. DETTMER understands that if this Agreement and General Release were not signed, he/she would have the right to voluntarily provide information or assistance to any non-governmental party who may be considering or is taking legal action against the Released Parties. DETTMER hereby waives that right and agrees that he/she will not provide any such assistance other than the assistance in an investigation or proceeding

10. DETTMER agrees not to disclose, either directly or indirectly, any information whatsoever regarding the existence or substance of this Agreement and General Release including specifically any of the terms of the payment hereunder. This nondisclosure includes, but is not limited to, members of the media and other members of the public, but does not include an attorney, accountant, family member or representative whom DETTMER chooses to consult or seek advice regarding his/her consideration of and decision to execute this Agreement and General Release. This Agreement and General Release shall not be admissible in any proceeding except to enforce the terms herein. In response to inquiries from individuals other than an attorney, accountant, family member or representative, DETTMER shall only respond, “I have satisfactorily resolved all of my differences with the Company.” In the event of disclosure, except pursuant to lawful court order or subpoena, the Company has the right to institute an action against DETTMER for all available relief. This Paragraph 10 shall in all respects be subject to Paragraph 15 herein.

11. DETTMER represents that he/she has not and agrees that he/she will not in any way disparage or cast in a negative light the Company or any Released Party, their current and former officers, directors and employees, or make, solicit or cause to be made or solicited any comments, statements, or the like to the media or to others that may be considered to be derogatory or detrimental to the good name or business reputation of any of the aforementioned parties or entities, subject in all respects to Paragraph 15 herein.

12. DETTMER acknowledges that in connection with his/her employment, DETTMER has had access to information of a nature not generally disclosed to the public. DETTMER agrees to keep confidential and not use or disclose to anyone, unless legally compelled to do so, Confidential and Proprietary Information. “Confidential and Proprietary Information” includes but is not limited to all of the Company’s or any Released Party’s business and strategic plans, financial details, computer programs, manuals, contracts, current and prospective client and supplier lists, and all other documentation, business knowledge, data, material, property and supplier lists, and developments owned, possessed or controlled by the Company or any Released Party, regardless of whether possessed or developed by DETTMER in the course of his/her employment. Such Confidential and Proprietary Information may or may not be designated as confidential or proprietary and may be oral, written or electronic media. DETTMER understands that such information is owned and shall continue to be owned solely by the Released Parties. DETTMER agrees that he/she has not and will not use or disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary Information. DETTMER acknowledges that he/she has complied and will continue to comply with this commitment, both as an employee and after the termination of his/her employment. DETTMER also acknowledges his/her continuing obligations under the Company’s Business Principles and/or the Code of Conduct. This Paragraph 12 shall in all respects be subject to Paragraph 15 herein.

DETTMER also certifies that all electronic files residing or maintained on any personal computer devices (thumb drives, personal computers or otherwise) will be returned and no copies retained. DETTMER also has returned his/her identification card, work-related passwords and computer hardware and software, all paper or computer based files, business documents, and/or other Business Records or Office Documents as defined in the Company’s Document Management Program, as well as all copies thereof, credit and procurement cards, keys and any other Company supplies or equipment in his/her possession. In addition, DETTMER confirms that any business related expenses for which he/she seeks or will seek reimbursement have been documented and submitted to the Company. Finally, any amounts owed to the Company have been paid. This Paragraph 13 shall in all respects be subject to Paragraph 15 herein.

ii.solicit or induce any employee of the Company or any of its successors or assigns to leave the employ of the Company or any of its successors or assigns or take any action to assist any subsequent employer or any other entity in soliciting or inducing any other employee of the Company or any of its successors or assigns to leave the employ of the Company or any of its successors or assigns;

iv.to the extent DETTMER accepted and/or received restricted stock grants pursuant to an Award Agreement executed in or after 2019 under Wyndham Destinations 2006 Equity and Incentive Plan, as amended and restated, and as stated therein, DETTMER will not, directly or indirectly, for or by DETTMER, or through, on behalf of, or in conjunction with any other person or entity: (1) own, maintain, finance, operate, invest, engage, or otherwise be involved in any business that is similar to or competes with the Company’s timeshare business (“Competitor”); or (2) provide services to or work for any Competitor as an employee, consultant or agent.

15. DETTMER also acknowledges that in the event he/she breaches any part of paragraphs 6, 7, 8, 9, 10, 11, 12, 13 or 14 herein, the damages to the Company would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorney fees, the Company shall be entitled to injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the respective covenants contained in this Agreement and General Release without posting a bond. Furthermore, DETTMER consents to the issuance of a temporary restraining order to maintain the status quo pending the outcome of any proceeding.

16. Nothing contained in this Agreement and General Release or in any other agreement between the parties or any other policies of the Company or its affiliates is intended to nor shall it limit or prohibit DETTMER, or waive any right on his/her part, to initiate or engage in communication with, respond to any inquiry from, otherwise provide information to, participate in, cooperate in, testify in, or obtain any monetary recovery from, any federal or state regulatory, self-regulatory, or enforcement agency or authority, as provided for, protected under or warranted by applicable law, in all events without notice to or consent of the Company.

17. DETTMER agrees to cooperate with and make himself/herself readily available to the Company, or any of its successors, assigns, Released Parties, or its or their General Counsel, as the Company may reasonably request, to assist in any matter, including giving truthful testimony in any litigation or potential litigation, over which DETTMER may have knowledge, information or expertise. The Company agrees to reimburse DETTMER for any reasonable out-of-pocket expenses incurred by DETTMER by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of DETTMER’S life in connection with his cooperation in such matters as provided for in this paragraph. DETTMER acknowledges that his/her agreement to this provision is a material inducement to the Company to enter into this Agreement and General Release and to pay the consideration described in paragraph 2.

18. DETTMER acknowledges and agrees that in the event DETTMER has been reimbursed for business expenses, but has failed to pay his/her American Express bill related to such reimbursed expenses, the Company has the right and is hereby authorized to deduct the amount of any unpaid American Express Business Card bill from the severance payments or otherwise suspend severance payments in an amount equal to the unpaid business expenses without being in breach of this Agreement and General Release.

19. This Agreement and General Release is made in the State of FLORIDA and shall be interpreted under the laws of said State. Its language shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. The Company and DETTMER agree that any action between DETTMER and the Company shall be resolved exclusively in a federal or state court in FLORIDA, and the Company and DETTMER hereby consent to such jurisdiction and waive any objection to the jurisdiction of any such court. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction, such provision shall be modified to be enforceable to the maximum extent permitted by law; provided, however, that if any provision cannot be modified to be enforceable, including the general release language, such provision shall immediately become null and void, leaving the remainder of this in full force and effect. Upon such determination that any term or other provision of this Agreement and General Release is invalid, illegal or unenforceable, this Agreement and General Release shall be enforceable as closely as possible to its original intent, which is to provide the Released Parties with a full release of all legally releasable Claims through the date upon which DETTMER executes this Agreement and General Release. However, if as a result of any action initiated by DETTMER, any portion of the general release language were ruled to be unenforceable for any reason, the Company may request that DETTMER promptly return the consideration paid hereunder to the Company.

21. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both the Company and DETTMER wherein specific reference is made to this Agreement and General Release. DETTMER shall not assign any rights, or delegate or subcontract any obligations, under this Agreement and General Release. The Company may freely assign all rights and obligations of this Agreement and General Release to any affiliate or successor (including a purchaser of any assets of the Company).

22. This Agreement and General Release sets forth the entire agreement between the Company and DETTMER, and fully supersedes any prior agreements or understandings between them, with the exception of the 2006 Equity and Incentive Plan, as amended and restated, 2019 and 2020 Award Agreements or any salesperson non-compete, non-solicit or confidentiality agreement between DETTMER and the Company, which agreements shall survive the termination of DETTMER’S employment in accordance with its own terms. The Released Parties are intended third-party beneficiaries of this Agreement and General Release, and this Agreement and General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Party hereunder.

24. Any Severance payable under this Agreement and General Release shall not be paid until the first scheduled payment date following the Effective Date, with the first such payment being in an amount equal to the total amount to which DETTMER would otherwise have been entitled during the period following the Last Date of Employment if such deferral had not been required. However, any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which DETTMER would otherwise have been entitled during the period following the Last Date of Employment, if such deferral had not been required.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement and General Release providing for the payment of any amount or benefit upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement and General Release, references to a “termination,” “termination of employment” or like terms shall mean “separation from service,” and if DETTMER is deemed a “specified employee” within the meaning of Section 409A on the Last Date of Employment, then any Severance payable to DETTMER under this Agreement and General Release during the first six months and one day following the Last Date of Employment that constitutes nonqualified deferred compensation within the meaning of Section 409A shall not be paid until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which DETTMER would

Although the Company does not guarantee the tax treatment of any payment hereunder, the intent of the parties is that payments under this Agreement and General Release comply with the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement and General Release shall be interpreted in a manner consistent therewith.

THE COMPANY AND DETTMER HAVE READ AND FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE AND ARE MUTUALLY DESIROUS OF ENTERING INTO SUCH AGREEMENT AND GENERAL RELEASE. DETTMER UNDERSTANDS THAT THIS DOCUMENT SETTLES, BARS AND WAIVES ANY AND ALL CLAIMS HE/SHE HAD OR MIGHT HAVE AGAINST THE COMPANY (EXCEPT AS SET FORTH ABOVE); AND HE/SHE ACKNOWLEDGES THAT HE/SHE IS NOT RELYING ON ANY OTHER REPRESENTATIONS, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH 2 ABOVE, DETTMER FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE. DETTMER AGREES THAT ANY CHANGES, MATERIAL OR IMMATERIAL TO THIS AGREEMENT AND GENERAL RELEASE, DID NOT RESTART THE SIXTY (60) DAY REVIEW PERIOD.