This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Severance agreements provide stability during change-in-control transactions
During mergers, reorganizations or other change-in-control transactions, it is important for management to remain focused on protecting shareholders interests, and not be distracted by concerns about the security of their jobs. Thus, during a change-in-control transaction, having contractual provisions regarding severance benefits for senior executives can provide a means of ensuring the stability of the executive management team. This stability is in the best interests of all shareholders as, during such circumstances, such arrangements enable our executive officers to focus on our business operations, thereby protecting shareholders interests rather than dealing with potentially conflicting personal interests. The Board believes that the requirement to obtain shareholder approval for severance packages and change-in-control provisions would hinder its ability to adopt appropriate mechanisms to deal with the uncertainties that a change-in-control transaction typically creates.