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This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Resignation of
Named Executive Officer
Effective November 2, 2007, we entered into a termination
agreement with Mr. May. Consistent with Mr. May’s
employment agreement, we paid Mr. May cash severance of
$2.2 million, an amount equal to 200% of the sum of his
2007 base salary and target annual incentive compensation, and
any of
Table of Contents
Mr. May’s long-term incentive awards that would have
otherwise vested within one year of November 2, 2007 vested
immediately. As a result of this acceleration of the vesting
dates, Mr. May was vested with the following stock settled
stock appreciation rights that would have otherwise vested on
May 2, 2008: 23,963 with an exercise price of $31.85 and
9,508 with an exercise price of $36.70, all of which expire
November 9, 2009. Similarly, Mr. May was vested with
12,533 restricted stock units net of income tax withholding that
would have otherwise vested on May 2, 2008.
Mr. May will continue to hold two tranches of stock options
as described below in the Outstanding Equity Awards at 2007
Fiscal Year-End Table. Mr. May will be paid a lump sum
deferred compensation amount of approximately $56,844 on or
about June 2, 2008 under the guidelines of our Officer
Deferred Compensation Plan.
Mr. May executed a customary release agreement with us
pursuant to which Mr. May released us from claims arising
in connection with, among other things, his employment with us
and the termination agreement. Under the termination agreement,
Mr. May will remain subject to certain provisions of his
employment agreement including two year non-competition and
non-solicitation restrictions, as well as indemnification,
cooperation and confidentiality provisions.
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