Exhibit 10.21


 


Terms and Conditions for Annual Restricted Stock Unit
Awards


Overview


 


These Terms and Conditions
apply to the grant awarded to you by Interval Leisure Group, Inc. (“ILG”
or the “Company”) pursuant to Section 7 of the Interval Leisure Group 2008
Stock and Annual Incentive Plan (the “Plan”) of restricted stock units (the “Award”).
You were notified of your Award by way of an award notice (the “Award Notice”).


 


ALL
CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE
MEANINGS SET FORTH IN THE PLAN.


 


Continuous
Service


 


In order for your Award to
vest, you must be continuously employed by ILG or any of its Subsidiaries
during the Restriction Period (as defined below).  Nothing in your Award Notice, these Terms and
Conditions, or the Plan shall confer upon you any right to continue in the
employ or service of ILG or any of its Subsidiaries or interfere in any way
with their rights to terminate your employment or service at any time.


 


Vesting


 


Subject to the Award Notice,
these Terms and Conditions and the provisions of the Plan, the Restricted Stock
Units (“RSUs”) in respect to your Award, shall vest and no longer be subject to
any restriction (such period during which restrictions apply is the “Restriction
Period”):


 


	
   

  	
   

  	
  Percentage of Total

  	
   

  
	
  Vesting Date

  	
   

  	
  Award Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the first year anniversary of the Award Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the second year anniversary of the Award Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the third year anniversary of the Award Date

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the fourth year anniversary of the Award Date

  	
   

  	
  25

  	
  %

  



 

















 


Termination
of Employment


 


Subject to the provisions of
your employment agreement, if any, upon the termination of your employment with
ILG or any of its Subsidiaries during the Restriction Period for any reason,
any RSUs still subject to restriction shall be forfeited and canceled in their
entirety effective immediately upon such termination of employment.  For the avoidance of doubt, transfers of
employment among the Company and its Subsidiaries, without any break in service,
is not a Termination of Employment.


 


If your employment is
terminated by ILG or any of its Subsidiaries for Cause, or if following any
termination of employment between you and ILG or any of its Subsidiaries for
any reason, ILG determines that during the two years prior to such termination
there was an event or circumstance that would have been grounds for termination
for Cause, your Award shall be forfeited and canceled in its entirety upon such
termination, and ILG may cause you, immediately upon notice, either to return
the shares issued upon the settlement of RSUs that vested during the two-year
period after the events or circumstances giving rise to or constituting grounds
for termination for Cause or to pay ILG an amount equal to the aggregate amount,
if any, that you had previously realized in respect of any and all shares
issued upon settlement of RSUs that vested during the two-year period after the
events or circumstances giving rise to or constituting grounds for such
termination for Cause (i.e., the
value of the RSUs upon vesting), in each case, including any dividend
equivalents or other distributions received in respect of any such RSUs. This
remedy shall be without prejudice to, or waiver of, any other remedies ILG or
its Subsidiaries may have in such event.


 


Settlement


 


Subject to your satisfaction
of the tax obligations described immediately below under “Taxes and
Withholding,” as soon as practicable after any RSUs in respect of your Award
have vested and are no longer subject to the Restriction Period, such RSUs
shall be settled. In no event shall settlement occur later than two and one
half months after the end of the fiscal year in which the RSUs vest.  For each RSU settled, ILG
shall issue one share of Common Stock for each RSU vesting. Notwithstanding the
foregoing, ILG shall be entitled to hold the shares issuable to you upon
settlement of all RSUs that have vested until ILG or the agent selected by ILG
to administer the Plan (the “Agent”) has received from you (i) a duly
executed Form W-9 or W-8 and (ii) payment for any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to such RSUs.


 

















 


Taxes and
Withholding


 


No later than the date as of
which an amount in respect of any RSUs first becomes includible in your gross
income for federal, state, local or foreign income or employment or other tax
purposes, ILG or its Subsidiaries shall, unless prohibited by law, have the
right to deduct any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount due to you, including
deducting such amount from the delivery of shares issued upon settlement of the
RSUs that gives rise to the withholding requirement. In the event shares are
deducted to cover tax withholdings, the number of shares withheld shall
generally have a Fair Market Value equal to the aggregate amount of ILG’s
withholding obligation. In the event that any such deduction and/or withholding
is prohibited by law, you shall, prior to or contemporaneously with the vesting
of your RSUs, pay to ILG, or make arrangements satisfactory to ILG regarding
the payment of, any federal, state, local or foreign taxes of any kind required
by law to be withheld with respect to such amount.


 


Adjustment
in the Event of Change in Stock; Change in Control


 


Adjustment in the Event of Change
in Stock.  In the event of
(i) a stock dividend, stock split, reverse stock split, share combination,
or recapitalization or similar event affecting the capital structure of ILG (each,
a “Share Change”), or (ii) a merger, consolidation, acquisition of
property or shares, separation, spin-off, reorganization, significant
non-recurring cash dividend, stock rights offering, liquidation,
Disaffiliation, or similar event affecting ILG or any of its Subsidiaries
(each, a “Corporate Transaction”), the Compensation and Human Resources
Committee (the “Committee”) or the Board shall make such substitutions or
adjustments as it, in its good faith and sole discretion, deems appropriate and
equitable to the number of RSUs and the number and kind of shares of Common
Stock underlying the RSUs.  The
determination of the Committee regarding any such adjustment will be final and
conclusive and need not be the same for all RSU award recipients.


 


Change in Control.  Subject to the provisions of your employment
agreement, if any, in the event you cease to be employed by either ILG or any
of its Subsidiaries within the one (1) year period following a Change in
Control of ILG (and not any of its Subsidiaries) as a result of (i) a
termination by ILG or any of its Subsidiaries without Cause, (ii) your
death or Disability or (iii) a resignation by you for Good Reason (as
defined in Section 10 of the Plan), then upon the occurrence of such
Termination of Employment, 100% of your Award shall automatically vest.


 


The Disaffiliation of the
Subsidiary of ILG by which you are employed or for which you are performing
services at the time of such sale or other disposition by ILG shall be
considered a Termination of Employment (not a Change in
Control) and shall be governed by the applicable provisions of the Plan and the
provision set forth under the caption “Termination of Employment” above;
provided, however, that the Committee or the Board may deem it appropriate to make
an equitable adjustment to the number of 


 

















 


RSUs and the number and kind
of shares of Common Stock underlying the RSUs underlying your Award.


 


Non-Transferability
of the RSUs


 


Until such time as your RSUs
are ultimately settled, they shall not be transferable by you by means of sale,
assignment, exchange, encumbrance, pledge, hedge or otherwise.


 


No Rights
as a Stockholder


 


Except as otherwise
specifically provided in the Plan, unless and until your RSUs are settled, you
shall not be entitled to any rights of a stockholder with respect to the RSUs
(including the right to vote the underlying shares). Notwithstanding the
foregoing, if ILG declares and pays dividends on the Common Stock during the
Restriction Period for particular RSUs in respect of your Award, you will be
credited with additional amounts for each RSU underlying such Award equal to
the dividend that would have been paid with respect to such RSU as if it had
been an actual share of Common Stock, which amount shall remain subject to
restrictions (and as determined by the Committee may be reinvested in RSUs or
may be held in kind as restricted property) and shall vest concurrently with
the vesting of the RSUs upon which such dividend equivalent amounts were paid.
Notwithstanding the foregoing, dividends and distributions other than regular
quarterly cash dividends, if any, may result in an adjustment pursuant to the “Adjustment
in the Event of Change in Stock; Change in Control” section above.


 


Other
Restrictions


 


The RSUs shall be subject to
the requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any state or federal law,
or (ii) the consent or approval of any government regulatory body is
necessary or desirable as a condition of, or in connection with, the delivery
of shares, then in any such event, the award of RSUs shall not be effective
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.


 


Conflicts
and Interpretation


 


In the event of any conflict
between these Terms and Conditions and the Plan, the Plan shall control;
provided, that an action or provision that is permissive under the terms of the
Plan, and required under these Terms and Conditions, shall not be deemed a
conflict and these Terms and Conditions shall control.  In the event of any ambiguity in these Terms
and Conditions, or any matters as to which these Terms and Conditions are
silent, the Plan shall govern. In the event of any conflict between the Award
Notice (or any other information posted on ILG’s extranet or given to you
directly or indirectly through the Agent (including information posted on www.benefitaccess.com)) and ILG’s 


 

















 


books and records, or (ii) ambiguity
in the Award Notice (or any other information posted on ILG’s extranet or given
to you directly or indirectly through the Agent (including information posted
on www.benefitaccess.com)), ILG’s
books and records shall control.


 


Amendment


 


ILG may modify, amend or
waive the terms of your RSUs, prospectively or retroactively, but no such
modification, amendment or waiver shall materially impair your rights without
your consent, except as required by applicable law, NASDAQ or stock exchange
rules, tax rules or accounting rules.


 


Data
Protection


 


The acceptance of your RSUs
constitutes your authorization of the release from time to time to ILG or any
of its Subsidiaries and to the Agent (together, the “Relevant Companies”) of
any and all personal or professional data that is necessary or desirable for
the administration of your RSUs and/or the Plan (the “Relevant Information”).
Without limiting the above, this authorization permits your employing company
to collect, process, register and transfer to the Relevant Companies all
Relevant Information (including any professional and personal data that may be
useful or necessary for the purposes of the administration of your RSUs and/or
the Plan and/or to implement or structure any further grants of equity awards
(if any)). The acceptance of your RSUs also constitutes your authorization of
the transfer of the Relevant Information to any jurisdiction in which ILG, your
employing company or the Agent considers appropriate. You shall have access to,
and the right to change, the Relevant Information, which will only be used in
accordance with applicable law.


 


Section 409A
of the Code


 


Your Award is not intended
to constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and the rules and
regulations issued there under (“Section 409A”).   In no event shall ILG be required to pay you
any “gross-up” or other payment with respect to any taxes or penalties imposed
under Section 409A with respect to any amounts or benefits paid to you in
respect of your Award.


 


Notification
of Changes


 


Any
changes to these Terms and Conditions shall either be posted on ILG’s intranet
and www.benefitaccess.com or
communicated (either directly by ILG or indirectly through any of its Subsidiaries
or the Agent) to you electronically via e-mail (or otherwise in writing)
promptly after such change becomes effective.