FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2018 by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and the undersigned, an individual (“Indemnitee”).
CREDIT AGREEMENTCredit Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
This CREDIT AGREEMENT is entered into as of [·], 2018, among Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”), dated as of [ ], 2018 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”).
WYNDHAM HOTELS & RESORTS, INC., as Issuer,Indenture • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities A
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITS (NON- EMPLOYEE DIRECTOR)Award Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER by and among Wyndham Worldwide Corporation, WHG BB Sub, Inc. and La Quinta Holdings Inc. Dated as of January 17, 2018Agreement and Plan of Merger • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER, is entered into as of January 17, 2018 (as it may be amended from time to time, this “Agreement”), by and among Wyndham Worldwide Corporation, a Delaware corporation (“Parent”), WHG BB Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and La Quinta Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms which are otherwise not defined herein shall have the meaning set forth in Exhibit A hereto.
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITS (NON-US EMPLOYEE)Award Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan(the “Plan”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — NON-QUALIFIED STOCK OPTIONSAward Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
TAX MATTERS AGREEMENT by and among Wyndham Destinations, Inc., and Wyndham Hotels & Resorts, Inc.Tax Matters Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [·], 2018, by and between Wyndham Destinations, Inc. (f/k/a Wyndham Worldwide Corporation), a Delaware corporation (“RemainCo”) and Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT by and among WYNDHAM DESTINATIONS, INC., WYNDHAM HOTELS AND RESORTS, LLC, WYNDHAM HOTELS & RESORTS, INC., WYNDHAM HOTEL GROUP EUROPE LIMITED, WYNDHAM HOTEL HONG KONG CO. LIMITED, and WYNDHAM HOTEL ASIA...License, Development and Noncompetition Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
THIS LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of [·], 2018 (the “Effective Date”), by and among Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), Wyndham Hotels and Resorts, LLC, a Delaware limited liability company (“WHR LLC”), Wyndham Hotel Group Europe Limited, a UK private limited company (“WHG UK”), Wyndham Hotel Hong Kong Co. Limited, a Hong Kong corporation (“WHHK”) and Wyndham Hotel Asia Pacific Co. Limited, a Hong Kong corporation (“WHAP”, and together with SpinCo, WHR LLC, WHG UK, WHHK and WHAP, the “SpinCo Licensors”), on the one hand, and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”), on the other hand. Each of SpinCo and the other SpinCo Licensors, and RemainCo, is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the SDA (as defined below), as applicable.
EMPLOYEE MATTERS AGREEMENT by and between WYNDHAM HOTELS & RESORTS, INC. and WYNDHAM DESTINATIONS, INC.Employee Matters Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [·], 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Separation and Distribution Agreement, dated as of [·], 2018, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).
WYNDHAM HOTELS & RESORTS, INC. as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as TrusteeFirst Supplemental Indenture • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 13, 2018 (this “Supplemental Indenture”) between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between WYNDHAM DESTINATIONS, INC. and WYNDHAM HOTELS & RESORTS, INC.Separation and Distribution Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [·], 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”). Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) effective as of [·], 2018 (the “Effective Date”), is hereby made by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”). Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — STOCK-SETTLED STOCK APPRECIATION RIGHTSAward Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • New Jersey
This Employment Agreement (this “Agreement”), dated as of August 1, 2017, is hereby made by and between Wyndham Worldwide Corporation, a Delaware corporation (the “Company”), and David B. Wyshner (the “Executive”).
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — PERFORMANCE-VESTED RESTRICTED STOCK UNITSAward Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels
This Assignment and Assumption Agreement (this “Agreement”), dated as of [ ], 2018, is entered into by and between Wyndham Worldwide Corporation (the “Assignor”) and Wyndham Hotels & Resorts, Inc. (the “Assignee”), and will be effective upon the consummation of the previously announced spin-off of the Assignor’s hotel business from the Assignor (the “Spin”), which involves the distribution of all of the outstanding shares of the entity that holds the Assignor’s hotel business (following an internal reorganization of the Assignor’s businesses) on a pro rata basis to the holders of common stock of the Assignor (with the date on which the Spin is consummated, the “Effective Date”). For the avoidance of doubt, if the Assignor publicly announces its decision not to proceed with the Spin, this Agreement will be null and void ab initio, and the Employment Agreement (as defined below) will remain in full force and effect between the Executive (as defined below) and the Assignor.
WYNDHAM HOTELS & RESORTS, INC. AWARD AGREEMENT — RESTRICTED STOCK UNITSAward Agreement • April 19th, 2018 • Wyndham Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Award Agreement (this “Agreement”), dated as of [ ], 201[ ], is by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), and you (the “Grantee”), pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (the “Plan”).
