Wyndham Worldwide (WYN)

Equitable Adjustments to Outstanding Cendant Equity-Based Awards

In connection with the distribution, equitable adjustments will be made to outstanding stock option and restricted stock unit awards which currently relate to Cendant common stock, to the extent necessary to maintain equivalent value of such awards following the distribution.

Subject to, if necessary, any required employee consents, all Cendant restricted stock units which would otherwise have been subject to vesting based upon the attainment of “above-target” performance goals will be cancelled prior to the first distribution of us and Realogy and no additional restricted stock units will be issued in respect to these canceled “above-target” restricted stock units. With respect to the remaining Cendant restricted stock units (i.e., those that are not subject to the “above-target” performance goals), each holder of such restricted stock units (including Cendant, Realogy and Wyndham Worldwide employees) will be issued a number of restricted stock units relating to Wyndham Worldwide common stock (without regard to the attainment of any existing performance criteria, which have been waived by action of the Cendant Compensation Committee), equal to the number of shares of Wyndham Worldwide common stock that such holder would receive in the distribution assuming the restricted stock units relating to Cendant common stock represented actual shares of Cendant common stock (i.e., a ratio of one unit relating to Wyndham Worldwide common stock for every five units relating to Cendant common stock). Such holders will also receive restricted stock units of Realogy (and Travelport if it is not sold) of such number determined in a corresponding manner. The Wyndham Worldwide restricted stock units expected to receive accelerated vesting (approximately 2.12 million) and the adjusted Cendant restricted stock units expected to receive accelerated vesting (approximately 10.6 million) will become vested on the earlier of (i) the date on which such units would have vested in accordance with the terms of the existing vesting schedule or (ii) the 30th day following the completion of the second of the distributions of us and Realogy (or, if applicable, the 30th day following the simultaneous distribution of us and Realogy), assuming the holder remains in employment through such date, and will be settled in shares of Wyndham Worldwide stock (net of any tax withholdings) shortly thereafter. For purposes of vesting of restricted stock units, continued employment with Cendant, Wyndham Worldwide, Realogy or Travelport will be viewed as continued employment with the issuer of the restricted stock units.

Effective as of our distribution, equitable adjustments will be made with respect to stock options relating to Cendant common stock held by Cendant directors, officers and employees (including current and former Realogy and Wyndham Worldwide directors, officers and employees). Subject to any required employee consents, stock options relating to Cendant common stock which would otherwise have been subject to vesting based upon the attainment of “above-target” performance goals will be canceled immediately prior to the first distribution of us and Realogy, and no additional Cendant stock options will be issued in respect to these canceled “above-target” Cendant options. With respect to remaining Cendant stock options (i.e., those that are not subject to the “above-target” performance goals), we expect that all such options will be adjusted into three separate options (or four separate options if Travelport is not sold), one relating to Cendant common stock, one relating to Wyndham

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Worldwide common stock and one relating to Realogy common stock. Such adjustment is expected to be made such that (i) the number of shares relating to the Wyndham Worldwide option will be equal to the number of shares of Wyndham Worldwide common stock that the option holder would have received in our distribution had the Cendant option shares represented outstanding shares of Cendant common stock (i.e., a ratio of one share of Wyndham Worldwide common stock for every five shares of Cendant common stock), and (ii) the per share option exercise price of the original Cendant stock option will be proportionally allocated between the three types of stock options based upon the relative per share trading prices immediately following the distributions.

All Wyndham Worldwide options issued as part of this adjustment expected to receive accelerated vesting (approximately 1.1 million) and the Cendant options expected to receive accelerated vesting (approximately 220,000) will continue to be subject to their current vesting schedules and become fully vested 30 days following the completion of the second of the distributions of us and Realogy (or, if applicable, the 30th day following the simultaneous distribution of us and Realogy) (without regard to the attainment of any existing performance criteria, which have been waived by action of the Cendant Compensation Committee) assuming the holder remains in employment through such date. Further, for purposes of vesting of stock options and the post-termination exercise periods applicable to stock options, the Cendant Compensation Committee determined that continued employment with Cendant, Wyndham Worldwide or Realogy (or Travelport, if it is not sold) will be viewed as continued employment with the issuer of the options and to the extent permitted under Section 409A of the Code and the terms of the applicable stock option 2006 Equity and Incentive Plans, the post-termination exercise period of certain designated Wyndham Worldwide and Cendant stock options will be extended to three years (but not beyond the original expiration of the option and not if the option holder resigns employment or is terminated in connection with a breach of Code of Conduct of the option holder’s employer).