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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Mr. Rudnitsky
Employment Agreement. In July 2006, we entered
into an employment agreement with Mr. Rudnitsky with a term
expiring in July 2009. The agreement provides for a minimum base
salary of $500,000, an annual incentive award with a target
amount equal to 100% of his base salary, subject to meeting
performance goals, participation in employee benefit plans
generally available to our executive officers and grants of
long-term incentive awards upon terms determined by us. Under
our 2006 Equity and Incentive Plan, grants of long-term
incentive awards fully vest on a
change-in-control.
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.
Mr. Rudnitsky’s agreement provides that if his
employment is terminated by us 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. Rudnitsky’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.
Table of Contents
Termination Agreement. Effective
September 30, 2008, we entered into a termination agreement
with Mr. Rudnitsky. Consistent with
Mr. Rudnitsky’s employment agreement, we paid
Mr. Rudnitsky cash severance of $2,164,000, which is an
amount equal to 200% of the sum of his 2008 base salary and
target annual incentive compensation, and any of
Mr. Rudnitsky’s long-term incentive awards that would
have otherwise vested within one year of September 30, 2008
vested immediately. As a result of this acceleration of the
vesting dates, Mr. Rudnitsky was vested with the following
stock settled stock appreciation rights that would have
otherwise vested on March 1, 2009, 17,618 with an exercise
price of $22.17, and May 2, 2009, 23,964 with an exercise
price of $31.85 and 11,093 with an exercise price of $36.70, all
of which expire October 3, 2010. Similarly,
Mr. Rudnitsky was vested with 40,708 restricted stock units
net of income tax withholding that would have otherwise vested
on March 1, 2009 or May 2, 2009 as applicable.
Mr. Rudnitsky will continue to hold two tranches of stock
options as described in the Outstanding Equity Awards at 2008
Fiscal Year-End Table. Mr. Rudnitsky was paid deferred
compensation of approximately $306,293 under the guidelines of
our Officer Deferred Compensation Plan.
Mr. Rudnitsky executed a customary release agreement with
us pursuant to which Mr. Rudnitsky released us from claims
arising in connection with, among other things, his employment
with us and the termination agreement. Under the termination
agreement, Mr. Rudnitsky will remain subject to certain
provisions of his employment agreement.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Mr. Rudnitsky
Employment Agreement. In July 2006 we entered
into an employment agreement with Mr. Rudnitsky with a term
expiring in July 2009. The agreement provides for a minimum base
salary of $500,000, an annual incentive award with a target
amount equal to 100% of his base salary, subject to meeting
performance goals, participation in employee benefit plans
generally available to our executive officers and grants of
long-term incentive awards upon terms determined by us. Under
our 2006 Equity and Incentive Plan, grants of long-term
incentive awards fully vest on a
change-in-control.
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.
Mr. Rudnitsky’s agreement provides that if his
employment is terminated by us 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 bonus.
In this event, all of Mr. Rudnitsky’s then-outstanding
equity awards that would otherwise vest within one year
following termination will vest, subject to meeting applicable
performance goals. Any award granted on or after July 31,
2006 will remain exercisable until the earlier of two years
following termination and the original expiration date of the
awards.
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Mr. Rudnitsky
Employment Agreement. We entered into an
employment agreement with Mr. Rudnitsky with a term
expiring in July 2009. The agreement provides for a minimum base
salary of $500,000, an annual incentive award with a target
amount equal to 100% of his base salary, subject to meeting
performance goals, participation in employee benefit plans
generally available to our executive officers and grants of
long-term incentive awards upon terms determined by us. Under
the agreement we granted Mr. Rudnitsky equity incentive
awards with a grant date value of $3 million as described
above in the Grants of Plan-Based Awards Table. Under our 2006
Equity and Incentive Plan, these grants fully vest on a
change-in-control.
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.
Mr. Rudnitsky’s agreement provides that if his
employment is terminated by us 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 bonus.
In this event, all of Mr. Rudnitsky’s then-outstanding
equity awards that would otherwise vest within one year
following termination will vest, subject to meeting applicable
performance goals. Any award granted on or after July 31,
2006 will remain exercisable until the earlier of two years
following termination and the original expiration date of the
awards.
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