WYNDHAM WORLDWIDE CORPORATION

The Company withheld $24 million, $1 million and $6 million of taxes for the net share settlement of incentive
equity awards during 2010, 2009 and 2008, respectively. Such amounts are included in other, net within financing
activities on the Consolidated Statements of Cash Flows.
Incentive Equity Awards Conversion
Prior to August 1, 2006, all employee stock awards (stock options and RSUs) were granted by Cendant. At the
time of Separation, a portion of Cendant’s outstanding equity awards were converted into equity awards of the
Company at a ratio of one share of the Company’s common stock for every five shares of Cendant’s common stock.
As a result, the Company issued approximately 2 million RSUs and approximately 24 million stock options upon
completion of the conversion of existing Cendant equity awards into Wyndham equity awards. On August 1, 2006,
all 2 million converted RSUs vested and, as such, there are no converted RSUs outstanding as of such date. As of
December 31, 2010, there were 2.6 million converted stock options outstanding.
The activity related to the converted stock options for the year ended December 31, 2010 consisted of the
following:
Number
of Options
Weighted
Average
Exercise Price
Balance at December 31, 2009 7.4 $ 33.90
Exercised (a)
(2.2) 19.89
Canceled (2.6) 42.98
Balance as of December 31, 2010 (b)
2.6 36.75
(a)
(b)
Stock options exercised during 2010, 2009 and 2008 had an intrinsic value of $13 million, $0 and $600,000, respectively.
As of December 31, 2010, the Company had 600,000 outstanding “in the money” stock options with an aggregate intrinsic value of $1.8 million.
All 2.6 million options were exercisable as of December 31, 2010. Options outstanding and exercisable as of December 31, 2010 have a weighted
average remaining contractual life of 1.1 years.
The following table summarizes information regarding the outstanding and exercisable converted stock options
as of December 31, 2010:
Range of Exercise Prices
Number
of Options
Weighted
Average
Exercise Price
$10.00 – $19.99 0.1 $ 19.78
$20.00 – $29.99 0.5 27.99
$30.00 – $39.99 0.6 38.55
$40.00 & above 1.4 40.21
Total Options 2.6 36.75
19. Employee Benefit Plans
Defined Contribution Benefit Plans
Wyndham sponsors a domestic defined contribution savings plan and a domestic deferred compensation plan
that provide certain eligible employees of the Company an opportunity to accumulate funds for retirement. The
Company matches the contributions of participating employees on the basis specified by each plan. The Company’s
cost for these plans was $21 million, $19 million and $25 million during 2010, 2009 and 2008, respectively.
In addition, the Company contributes to several foreign employee benefit contributory plans which also provide
eligible employees with an opportunity to accumulate funds for retirement. The Company’s contributory cost for
these plans was $16 million, $14 million and $13 million during 2010, 2009 and 2008, respectively.
Defined Benefit Pension Plans
The Company sponsors defined benefit pension plans for certain foreign subsidiaries. Under these plans,
benefits are based on an employee’s years of credited service and a percentage of final average compensation or as
otherwise described by the plan. As of December 31, 2010 and 2009, the Company’s net pension liability of
$11 million and $10 million, respectively, is fully recognized as other non-current liabilities on the Consolidated
Balance Sheets. As of December 31, 2010, the Company recorded $1 million and $2 million, respectively, within
AOCI on the Consolidated Balance Sheet as an unrecognized prior service credit and unrecognized loss. As of
December 31, 2009, the Company recorded $1 million and $2 million, respectively, within accumulated other
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