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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.
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