Exhibit 10.22


 


Terms and Conditions for Cliff Performance RSU Awards


(Effective March 24, 2009)


 


Overview


 


These
Terms and Conditions apply to Cliff Performance RSU Awards, which are grants of
performance-based restricted stock units made pursuant to Section 7 of the
Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan (the “Plan”).  You were notified of your Cliff Performance
RSU 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


 


Subject
to the exceptions discussed under “Termination of Employment” (below), in order
for your Cliff Performance RSU Award to vest, you must be continuously employed
by Interval Leisure Group, Inc. (“ILG”) or any of its Subsidiaries through
the third anniversary of the relevant award date (the “Continuous Service
Requirement”).  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.


 


EBITDA
Performance Hurdles


 


Assuming
satisfaction of the Continuous Service Requirement, the actual number of RSUs
covered by your Cliff Performance RSU Award that will vest is dependent upon
the achievement by ILG of certain levels of EBITDA in a specified year, with
the actual number of RSUs vesting ranging from 0 to 200% of the Target RSU
number specified in your Award Notice. Schedule A to these Terms and Conditions
defines EBITDA, as well as explains how the achievement by ILG of various
levels of EBITDA performance impacts the number of RSUs that you will
ultimately receive (the “Performance Hurdles”).


 


Vesting


 


The
vesting date for Cliff Performance RSU Awards (the “Cliff Performance RSU Award
Vesting Date”) will be the third anniversary of the relevant award date (the “Third
Anniversary”), subject to ILG’s Compensation and Human Resources Committee (the
“Committee”) certification of the level of EBITDA that ILG achieved for the
relevant year specified in the relevant Award Notice (the “Measurement Year”),
which certification shall occur as soon as reasonably practicable following the
date on which ILG releases its earnings for the Measurement Year.


 


If
the Continuous Service Requirement is satisfied prior to the Cliff Performance
RSU Award Vesting Date, no subsequent termination of employment for any reason
(other than by ILG or its Subsidiaries for Cause, as described below) shall
affect the ultimate vesting of your Cliff Performance RSU Award.


 

















 


Termination
of Employment


 


Subject
to the provisions of your employment agreement, if any, upon the termination of
your employment by ILG or any of its Subsidiaries after the first anniversary
of the relevant award date but prior to the Third Anniversary (i) by ILG
or any of its Subsidiaries without Cause, (ii) due to your death or
Disability, (iii) by you for Good Reason (as
defined below) or (iv) as a result of the sale, other disposition or other
Disaffiliation of the ILG business or division by which you are employed
(collectively, a “Qualifying Termination”), you shall retain eligibility to
receive, for each completed twelve-month period (measured successively) of
continued employment following the relevant award date, one-third of your Cliff
Performance RSU Award.  The remaining
RSUs covered by your Cliff Performance RSU Award shall be forfeited and
canceled in their entirety on the date of your termination of employment.  On the Cliff Performance RSU Award Vesting
Date, such portion of the RSUs that remain outstanding shall vest as determined
by ILG’s achieved level of EBITDA in the Measurement Year.


 


By
way of example, assume that you are granted a Cliff Performance RSU Award of
1,500 Target RSUs and are terminated without Cause by ILG fourteen (14) months
after the relevant award date. At that time, your new Target RSU number shall
be 500 (one-third of your original number) and you shall continue to be
eligible to receive 1,000 RSUs if the Maximum Hurdle is achieved, which number
will be reflected on Smith Barney’s website, www.benefitaccess.com.
If on the EBITDA Certification Date (as defined below) the Committee determines
that the target level of EBITDA for the Measurement Year has been achieved, you
would vest at that time in 500 RSUs.


 


“Good
Reason” shall mean, without your prior written consent: (A) a reduction in
your rate of annual base salary or (B) a relocation of your principal
place of business more than 35 miles from the city in which your principal
place of business was located immediately prior to the relocation.
Notwithstanding the foregoing, if you have a valid and effective employment
agreement at the time of your termination that defines “Good Reason,” the
definition in such agreement shall apply to your Cliff Performance RSU
Award.  In order for any termination of
employment to be for Good Reason, you must provide notice of the circumstances
giving rise to a Good Reason termination to your supervisor and then, if such
circumstances are not remedied within thirty (30) days of such notice, you must
resign your employment within sixty (60) days of such notice.


 


Upon
the termination of your employment by ILG or any of its Subsidiaries prior to
the Third Anniversary for any reason other than a Qualifying Termination, your
Cliff Performance RSU Award shall be forfeited and canceled in its entirety
effective immediately upon such 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, all outstanding Cliff Performance RSU Awards
held by you shall be forfeited and canceled in their 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.


 


Determination
of EBITDA Performance


 


As
soon as reasonably practicable following the date on which ILG releases its
earnings for the Measurement Year, the Committee shall certify as to the level
of EBITDA that ILG achieved for the Measurement Year, and the resulting
percentage of Target RSUs that will vest (the “EBITDA Certification Date”).


 


Committee
Discretion to Adjust EBITDA Performance Hurdles


 


Decrease of Performance Hurdles. Through the
EBITDA Certification Date, the Committee shall retain discretion to decrease
Performance Hurdles (or otherwise make adjustments that increase the likelihood
of Performance Hurdles being achieved) at any time.  Furthermore, the Committee shall, within 90
days of the discovery of all relevant material facts relating to a Material
Reduction Event (as defined below) by the Committee, decrease Performance
Hurdles (or otherwise make adjustments that increase the likelihood of
Performance Hurdles being achieved), such that, in the Committee’s good faith
and sole judgment, the likelihood of achievement of the various Performance
Hurdles as adjusted is no less likely than prior to the Material Reduction
Event.


 


A
“Material Reduction Event” means a discrete event which is likely to materially
decrease EBITDA during the Measurement Year in a manner the Committee
determines, in its good faith and sole judgment, is not properly reflective of
growth in ILG’s performance in the Measurement Year over ILG’s fiscal year that
began three years prior to the commencement of the Measurement Year (e.g., if
the Measurement Year is 2009, then the relevant growth period is 2009 over
2006). For purposes of a Material Reduction Event, materiality shall be judged
by the Committee without regard to the likelihood of achievement of any
particular Performance Hurdles.


 


For
example, the spin-off of a significant ILG business to ILG shareholders would
most likely constitute a Material Reduction Event, as the Performance Hurdles
would assume a contribution from the spun-off business, whereas the sale of an
ILG business might not constitute a Material Reduction Event, as EBITDA in the
Measurement Year would continue to benefit from the re-investment of the sale
proceeds.  Nonetheless, under certain
circumstances the sale of a business might constitute a Material Reduction
Event, such as when the sale occurs during or at the end of the Measurement
Year, resulting in the exclusion from EBITDA of prior earnings during the
Measurement Year from the sold business, even though EBITDA did not get the
benefit of the earnings from the sale proceeds for the entire period.  In any event, such transactions would not
constitute Material Reduction Events unless the Committee determined, in its
good faith and sole judgment, that they were material.


 

















 


Increase of Performance Hurdles.  Through the EBITDA
Certification Date, the Committee may, within 90 days of the discovery of all
relevant material facts relating to a Material Accretion Event (as defined
below) by the Committee, increase Performance Hurdles (or otherwise make adjustments
that decrease the likelihood of Performance Hurdles being achieved). Any such
adjustment shall be made such that, in the Committee’s good faith and sole
judgment, the likelihood of achievement of the various Performance Hurdles is
no less likely than prior to the Material Accretion Event.


 


A
“Material Accretion Event” means a discrete event which is likely to materially
increase EBITDA during the Measurement Year in a manner the Committee
determines, in its good faith and sole judgment, is not properly reflective of
growth in ILG’s performance in the Measurement Year over ILG’s fiscal year that
began three years prior to the commencement of the Measurement Year (e.g., if
the Measurement Year is 2009, then the relevant growth period is 2009 over
2006).  It is understood that the effects
of accretive acquisitions and share repurchases will, except in extraordinary
circumstances (as determined in the good faith and sole judgment of the
Committee), generally be considered reflective of growth in ILG’s financial
performance.  For purposes of a Material
Accretion Event, materiality shall be judged by the Committee without regard to
the likelihood of achievement of any particular Performance Hurdles.


 


For
example, if ILG reversed a significant reserve during the Measurement Year, and
such reversal materially increased EBITDA, then such reversal would likely
constitute a Material Accretion Event, given that such reversal simply
represents a shifting of net income from a prior period into the Measurement
Year.


 


However,
an accretive cash acquisition of a company would not constitute a Material
Accretion Event, unless the Committee determined that the impact on EBITDA
during the Measurement Year was not representative of the value added to ILG by
such acquisition.


 


Determinations of the Committee regarding any adjustment
(downward or upward) to Performance Hurdles through the EBITDA Certification
Date will be final and conclusive. Discretion, both positive
and negative, need not be applied uniformly by the Committee to all outstanding
Cliff Performance RSU Awards, but no Cliff Performance RSU Awards can be
treated less favorably than the majority of Cliff Performance RSU Awards
subject to the same set of Performance Hurdles.


 


Settlement


 


Subject
to your satisfaction of the tax obligations described immediately below under “Taxes
and Withholding,” as soon as practicable after the Cliff Performance RSU Award
Vesting Date your 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, as applicable or (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
or 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 Event of Change in Stock; Change in Control


 


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, stock rights offering, liquidation, Disaffiliation, or similar
event affecting ILG or any of its Subsidiaries (each, a “Corporate Transaction”),
the Committee or the Board will make such substitutions or adjustments, if any,
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 (including, but not limited
to, recipients of Cliff Performance RSU Awards).


 


Subject
to the terms of your employment agreement, if any, with ILG, in the event you
cease to be employed by either ILG or any of its Subsidiaries within the one
year period following a Change in Control 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), 100% of the Target RSUs set forth in your Award Notice shall
automatically vest upon such termination of employment.  Notwithstanding the
foregoing, if at the time of the Change in Control the Committee believes, in
its good faith and sole judgment, that it is substantially likely that in the
absence of the Change in Control a greater portion of the RSUs would have
vested than the Target RSUs, then at such time the Committee shall make a
determination to vest additional shares accordingly upon any such future
terminations of employment. Any such determination by the Committee shall be
final and conclusive and shall be the same for all Cliff Performance RSU
Awards. For the avoidance of doubt, the Change in Control provision shall only
apply in the case of a Change in Control of ILG and in no event shall apply to
a Subsidiary of ILG.


 

















 


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.  Notwithstanding the
foregoing, if ILG declares and pays dividends on the Common Stock prior to the
Cliff Performance RSU Award Vesting Date for a particular Cliff Performance RSU
Award, you will be credited with additional amounts for each RSU underlying
such Cliff Performance RSU 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.  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 intranet 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


 


Cliff
Performance RSU Awards are 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 thereunder
(“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 Cliff Performance RSU Award.


 


Notification
of Changes


 


Any
changes to these Terms and Conditions, including Schedule A (or any additional schedules)
hereto, 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. You are therefore
urged to periodically check these Terms and Conditions, especially any schedules,
to determine whether any changes have been made.