This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Termination Agreement with Named Executive Officer
Effective September 30, 2008, we entered into a termination agreement with Mr. Rudnitsky. Consistent with Mr. Rudnitskys 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. Rudnitskys 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.
Amendment of Employment Agreements to Comply with Code Section 409A. In December 2008, we executed amendments to the employment agreements of each of the named executive officers intended to either exempt payments and benefits under the agreements from or comply with Section 409A of the Code.