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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. 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.
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.
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