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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Mr. Ballotti
Employment Agreement. In March 2008, we
entered into an employment agreement with Mr. Ballotti with
a term expiring in March 2011. In December 2008, we executed an
amendment to the agreement intended to either exempt payments
and benefits under the agreement from or comply with
Section 409A of the Code. The agreement provides for a
minimum base salary of $550,000, annual incentive compensation
with a target amount equal to 100% of base salary subject to
meeting performance goals, 2008 annual incentive compensation
equal to a minimum of 100% of base salary earned in 2008, a 2008
long-term incentive award consisting of restricted stock units
with a grant date fair value of $1,387,500 and stock-settled
stock appreciation rights with a grant date fair value of
$462,500, annual long-term incentive awards upon terms
determined by us, relocation assistance and participation in
employee benefit plans and perquisite programs generally
available to our executive officers.
Mr. Ballotti’s agreement provides that if his
employment is terminated by the Company without cause or due to
a constructive discharge, he will receive a lump sum payment
equal to 200% of his then-current base salary and target annual
incentive compensation. In this event, all of
Mr. Ballotti’s then-outstanding equity awards that
would otherwise vest within one year following termination will
vest (subject to performance goals, if applicable) and any such
awards that are stock options or stock appreciation rights will
remain exercisable until the earlier of two years following
termination and the original expiration date of the awards.
The agreement provides for customary restrictive covenants
including non-competition and non-solicitation covenants
effective during the period of employment and for one year
following termination if his employment terminates after the
expiration of his employment agreement and for two years
following termination if his employment terminates before the
expiration of his employment agreement.
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