Amendment No. 2 to Employment Agreement between Wyndham Worldwide Corporation and Geoff Ballotti

Summary

This amendment updates the employment agreement between Wyndham Worldwide Corporation and Geoff Ballotti, effective December 16, 2009. It clarifies the calculation of Mr. Ballotti's severance benefits if his employment ends without cause or due to constructive discharge. The amendment specifies that the severance payment will be a lump sum equal to 200% of his current base salary plus the highest incentive compensation from the past three years, with certain limits. All other terms of the original agreement remain unchanged.

EX-10.7 4 y82651exv10w7.htm EX-10.7 exv10w7

Exhibit 10.7

AMENDMENT NO. 2

EMPLOYMENT AGREEMENT

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the March 31, 2008, as first amended effective as of December 31, 2008 (together, the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Geoff Ballotti (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 to clarify certain terms regarding the amount of the Executive’s severance benefit provided under the Employment Agreement in order to address Section 162(m) of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, effective as of December 16, 2009, the Employment Agreement is hereby amended as follows:

1. The first sentence of Section VI(a) of the Employment Agreement is hereby amended in its entirety and replaced with the following two sentences:

If the Executive’s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge (each as defined below): the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable), in accordance with paragraph (d) below, a lump sum payment equal to 200% multiplied by the sum of (x) the Executive’s then current Base Salary, plus (y) an amount equal to the highest Incentive Compensation Award paid to the Executive with respect to the three fiscal years of the Company immediately preceding the fiscal year in which Executive’s termination of employment occurs, but in no event shall the amount set forth in this subsection (y) exceed 100% of the Executive’s then current Base Salary. In the event of the Executive’s termination during the three years following the Effective Date such amount in subsection (y) shall be no less than the then current base salary.

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 16^th day of December 2009.


	EXECUTIVE
	/s/ Geoff Ballotti
	Geoff Ballotti


	WYNDHAM WORLDWIDE CORPORATION
	By:	/s/ Mary R. Falvey
		Mary R. Falvey
		Executive Vice President and Chief Human Resources Officer