0000950123-09-003581 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New Jersey

This Employment Agreement (“Agreement”) is dated as of March 31, 2008 (the “Effective Date”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”) and Geoff Ballotti (the “Executive”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date (the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Virginia M. Wilson (the “Executive”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN FORM OF AWARD AGREEMENT — STOCK APPRECIATION RIGHTS
Equity and Incentive Plan • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels • Delaware

Subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, you have been awarded Restricted Stock Units and Stock Settled Stock Appreciation Rights. The vesting referenced above is subject to you remaining continuously employed with Wyndham Worldwide Corporation through each respective vesting date (see your grant agreement).

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels • New Jersey

THIS TERMINATION AND RELEASE AGREEMENT (“Agreement”), dated as of September 8, 2008 is made by and between WYNDHAM WORLDWIDE CORPORATION, a Delaware corporation (the “Company”), and Steven A. Rudnitsky (the “Executive”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date (the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Franz S. Hanning (the “Executive”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date (the “Employment Agreement”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and Stephen P. Holmes (the “Executive”). Except as provided herein all terms and conditions set forth in the Employment Agreement shall remain in full force and effect.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels • Delaware

AMENDMENT (“Amendment”) made to the Employment Agreement dated as of the Effective Date (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.

WYNDHAM WORLDWIDE CORPORATION 2006 EQUITY AND INCENTIVE PLAN AWARD AGREEMENT – RESTRICTED STOCK UNITS
Award Agreement • February 27th, 2009 • Wyndham Worldwide Corp • Hotels & motels • Delaware

Subject to the terms and conditions of the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, you have been awarded Restricted Stock Units. The vesting referenced above is subject to you remaining continuously employed with Wyndham Worldwide Corporation through each respective vesting date.

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