AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

AMENDMENT, dated February 15, 2017 (“Amendment”), made to the Employment Agreement dated as of March 31, 2008, as amended by Amendment No. 1 thereto effective as of December 31, 2008, Amendment No. 2 thereto effective as of December 16, 2009, Amendment No. 3 thereto effective as of March 1, 2011, and Amendment No. 4 thereto effective as of March 28, 2014 (together, the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Geoff Ballotti (the “Executive”).

WHEREAS, the Company and the Executive have previously entered into the Employment Agreement and 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 Executive’s employment under this Agreement (the “Period of Employment”) shall begin on the Effective Date and shall end on March 31, 2020, subject to earlier termination as provided in this Agreement.

2.Section VII(f) of the Employment Agreement is hereby amended by adding the following sentence to the end thereof:

Nothing in this Agreement is intended to or will be used in any way to limit the Executive’s rights to communicate with a government agency, as provided for, protected under or warranted by applicable law.

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.

Geoff Ballotti

By:/s/ Mary Falvey                        

Name: Mary Falvey

Title: Executive Vice President