Exhibit 10.8


 


SEVERANCE AGREEMENT


 


THIS
SEVERANCE AGREEMENT (“Agreement”) is entered into by and between Marie Lee (“Executive”)
and Interval Acquisition Corp., a Delaware corporation (the “Company”), and is
effective as of September 1, 2007 (the “Effective Date”).


 


WHEREAS,
Executive is currently an at-will employee of the Company, and


 


WHEREAS,
the Company and Executive have agreed that Executive shall be entitled to
receive certain severance payments upon the termination of Executive’s
employment by the Company for any reason other than Executive’s death or
Disability or for Cause (as described below).


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
Executive and the Company have agreed and do hereby agree as follows:


 


1.           TERMINATION BY
THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.


 


(a)          If Executive’s
employment is terminated by the Company for any reason other than Executive’s
death or Disability or for Cause (a “Qualifying Termination”) then (i) the
Company shall pay to Executive an amount equal to six (6) months of Base
Salary, which amount shall be payable in equal, biweekly installments (or, if
different, in accordance with the Company’s payroll practice as in effect from
time to time) during the six (6)-month period following such Qualifying
Termination (the “Severance Period”); and (ii) the Company shall pay
Executive within thirty (30) days of the date of such Qualifying Termination in
a lump sum in cash any Accrued Obligations (as defined below) (together, the “Severance
Payments”). The payment to Executive of the Severance Payments shall be subject
to Executive’s execution and non-revocation of a general release of the Company
and its affiliates, in a form substantially similar to that used for similarly
situated executives of the Company and its affiliates (the “Release”), and
Executive’s compliance with the restrictive covenants set forth in Section 3
hereof. Executive acknowledges and agrees that the Severance Payments
constitute good and valuable consideration for the Release.


 


(b)         For purposes of
this Agreement, the terms “Base Salary”, “Cause” and “Accrued Obligations,” and
the phrase “termination by the Company for Disability,” shall have the
following meanings:


 


(i)           “Base Salary” shall mean
Executive’s Base Salary as in effect from time to time during her employment by
the Company;


 


(ii)          “Accrued Obligations” shall
mean the sum of (A) any portion of Executive’s accrued but unpaid Base
Salary through the date of death or termination of Executive’s employment for
any reason, including a Qualifying Termination; (B) any compensation
previously earned but deferred by Executive (together with any interest or
earnings thereon) that has not yet been paid and that is not otherwise to be paid at a later date pursuant
to


 

















 


the
executive deferred compensation plan of the Company, if any, and (C) any
reimbursements that Executive is entitled to receive in accordance with
applicable Company policies in effect from time to time;


 


(iii)         “Cause” shall mean: (A) the
plea of guilty or nolo contendere to, or conviction for, the commission of a
felony offense by Executive; (B) a material breach by Executive of a
fiduciary duty owed to the Company; (C) a material breach by Executive of
any of the covenants made by Executive in Section 3 hereof; (D) the
willful or gross neglect by Executive of her material duties; or (E) a
violation by Executive of any Company policy pertaining to ethics, wrongdoing
or conflicts of interest; and


 


(iv)        “termination by the Company
for Disability” shall mean the termination of Executive’s employment by the
Company following (A) Executive’s absence from the full-time performance
of her duties with the Company for a period of four (4) consecutive months
as a result of Executive’s incapacity due to physical or mental illness (“Disability”)
and (B) Executive’s
failure to return to the full-time performance of her duties within thirty (30)
days after written notice is provided to Executive by the Company.


 


(c)          Upon any
termination of Executive’s employment other than a Qualifying Termination, the
Company shall have no obligations hereunder, except for the payment of any
Accrued Obligations.


 


2.           OFFSET. If Executive
obtains other employment during the Severance Period, the amount of any
remaining Severance Payments to be provided to Executive shall be reduced by
the amount of compensation and benefits earned by Executive from such other
employment through the end of the Severance Period. For purposes of this Section 2,
Executive shall have an obligation to inform the Company regarding Executive’s
employment status following a Qualifying Termination and during the Severance
Period.


 


3.           RESTRICTIVE
COVENANTS.


 


(a)          CONFIDENTIALITY. Executive
acknowledges that, during her employment by the Company, Executive will occupy
a position of trust and confidence. The Company and/or its affiliates shall
provide Executive with “Confidential Information” as referred to below.
Executive shall not, except as may be required to perform Executive’s duties or
as required by applicable law, without limitation in time, communicate,
divulge, disseminate, disclose to others or otherwise use, whether directly or
indirectly, any Confidential Information regarding the Company and/or any of
affiliates.


 


“Confidential
Information” shall mean information about the Company or any of its affiliates,
and their respective businesses, employees, consultants, contractors, clients
and customers that is not disclosed by the Company or any of its affiliates for
financial reporting purposes or otherwise generally made available to the
public (other than by Executive’s breach of the terms hereof) and that was
learned or developed by Executive in the course of her employment by the
Company or any of its affiliates, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer
lists


 


2

















 


and
all papers, resumes, and records (including computer records) of the documents
containing such Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature and of great value to
the Company and its affiliates, and that such information gives the Company and
its affiliates a competitive advantage. Executive agrees to deliver or return
to the Company, at the Company’s request at any time or upon termination of
Executive’s employment or as soon thereafter as possible, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and
written information (and all copies thereof) furnished by the Company and its
affiliates or prepared by Executive in the course of Executive’s employment by
the Company and its affiliates. As used in this Agreement, “subsidiaries” and “affiliates”
shall mean any company controlled by, controlling or under common control with
the Company.


 


(b)         NON-COMPETITION. In
consideration of the Company’s obligation to make the Severance Payments under
certain circumstances (as described in Section 1(a) above) and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Executive, Executive hereby agrees and covenants that,
during Executive’s employment by the Company and for a period of twenty-four
(24) months thereafter (the “Restricted Period”), Executive shall not, without
the prior written consent of the Company, directly or indirectly, engage in or
become associated with a Competitive Activity. For purposes of this Agreement, (i) “Competitive
Activity” means any business or other endeavor involving Similar Products if
such business or endeavor is in a country (including the United States) in
which the Company (or any of its businesses) provides or planned to provide
during Executive’s employment by the Company such Similar Products and (ii) “Similar
Products” means (A) any time share or vacation ownership exchange service
or program (the “Exchange Business”); (B) any travel agency, club or
service that provides such services to anyone engaged in the Exchange Business
or their members; (C) any travel agency, club or service that is
competitive with the Company’s travel and leisure membership programs,
including, but not limited to, the Interval Gold, Leisure Time Passport or LiveItUp
membership programs; (D) hotel management or vacation condominium, hotel
condominium, timeshare or rental property management services; or (E) any
other products or services that are the same or similar to any of the types of
products or services that the Company (or any of its businesses) provides, has
provided or planned to provide during Executive’s employment by the Company.
The provisions of subsections (b)(ii)(B) through (E) shall only apply
if Executive has provided services on behalf of the Company or its affiliates
in direct support of the businesses described in such subsections.


 


Executive
shall be considered to have become “associated with a Competitive Activity” if
Executive becomes directly or indirectly involved as an owner, principal,
employee, officer, director, independent contractor, representative,
stockholder, financial backer, agent, partner, member, advisor, lender,
consultant or in any other individual or representative capacity with any
individual, partnership, corporation or other organization that is engaged in a
Competitive Activity. Notwithstanding the foregoing, Executive may make and
retain investments during the Restricted Period, for investment purposes only,
in less than one percent (1%) of the outstanding capital stock of any
publicly-traded corporation engaged in a Competitive Activity if the stock of
such corporation is either listed on a national stock exchange or on the NASDAQ
National Market System if Executive is not otherwise affiliated with such
corporation. 


 


3

















 


Executive
acknowledges that Executive’s covenants under this Section 3(b) are a
material inducement to the Company’s entering into this Agreement.


 


(c)          NON-SOLICITATION
OF EMPLOYEES. For a period of thirty-six (36) months
following Executive’s termination of employment for any reason,
Executive shall not, without the prior written consent of the Company, directly
or indirectly, hire or solicit or recruit any employee of the Company, or any
of its affiliates with whom Executive has had direct contact during her
employment by the Company, in all cases, for the purpose of being employed by
Executive or by any business, individual, partnership, firm, corporation or
other entity on whose behalf Executive is acting as an agent, representative or
employee and that Executive will not convey any Confidential Information or
trade secrets about employees of the Company or any of its affiliates to any
other person except within the scope of Executive’s duties.


 


(d)         NON-SOLICITATION
OF CUSTOMERS. During the Restricted Period, Executive
shall not solicit any customers of the Company or any of its affiliates or
encourage (regardless of who initiates the contact) any such customers to use the facilities or
services of any competitor of the Company or any of its affiliates.


 


(e)          PROPRIETARY
RIGHTS; ASSIGNMENT. All Employee Developments (defined below)
shall be considered works made for hire by Executive for the Company or, as
applicable, its affiliates, and Executive agrees that all rights of any kind in
any Employee Developments belong exclusively to the Company. In order to permit
the Company to exploit such Employee Developments, Executive shall promptly and
fully report all such Employee Developments to the Company. Except in
furtherance of her obligations as an employee of the Company, Executive shall
not use or reproduce any portion of any record associated with any Employee
Development without prior written consent of the Company or, as applicable, its
affiliates. Executive agrees that in the event actions of Executive are
required to ensure that such rights belong to the Company under applicable
laws, Executive will cooperate and take whatever such
actions are reasonably requested by the Company, whether during or after her
employment by the Company, and without the need for separate or additional
compensation.


 


“Employee
Developments” means any idea, know-how, discovery, invention, design, method,
technique, improvement, enhancement, development, computer program, machine,
algorithm or other work of authorship, whether developed, conceived or reduced
to practice during or following Executive’s employment by the Company, that (i) concerns
or relates to the actual or anticipated business, research or development
activities, or operations of the Company or any of its affiliates, or (ii) results
from or is suggested by any undertaking assigned to Executive or work performed
by Executive for or on behalf of the Company or any of its affiliates, whether
created alone or with others, during or after working hours, or (iii) uses,
incorporates or is based on Company equipment, supplies, facilities, trade
secrets or inventions of any form or type. All Confidential Information and all
Employee Developments are and shall remain the sole property of the Company or
any of its affiliates. Executive shall acquire no proprietary interest in any
Confidential Information or Employee Developments developed or acquired her
employment by the Company. To the extent Executive may, by operation of law or
otherwise, acquire any right, title or interest in or to any Confidential
Information or Employee Development, Executive hereby assigns and covenants to
assign to the Company all such


 


4

















 


proprietary
rights without the need for a separate writing or additional compensation.
Executive shall, both during and after her employment by the Company, upon the
Company’s request, promptly execute, acknowledge, and deliver to the Company
all such assignments, confirmations of assignment, certificates, and instruments,
and shall promptly perform such other acts, as the Company may from time to
time in its discretion deem necessary or desirable to evidence, establish,
maintain, perfect, enforce or defend the Company’s rights in Confidential
Information and Employee Developments.


 


4.           NOTICES. All notices
and other communications under this Agreement shall be in writing and shall be
given by first-class mail, certified or registered with return receipt
requested, or by hand delivery, or by overnight delivery by a
nationally recognized carrier, in each case to the applicable address set forth
below, and any such notice is deemed effectively given when received by the
recipient (of if receipt is refused by the recipient, when so refused):


 


	
  If
  to the Company:

  	
   

  	
  Interval
  Acquisition Corp.

  
	
   

  	
   

  	
  c/o
  Interval International, Inc.

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  6262
  Sunset Drive

  
	
   

  	
   

  	
  Miami,
  Florida 33143

  
	
   

  	
   

  	
   

  
	
  If
  to Executive:

  	
   

  	
  At
  the most recent address on file at the Company.

  



 


Either
party may change such party’s address for notices by notice duly given pursuant
hereto.


 


5.           GOVERNING LAW;
JURISDICTION. This Agreement and the-
legal relations thus created between the parties hereto (including, without
limitation, any dispute arising out of or related to this Agreement) shall be
governed by and construed under and in accordance with the internal laws of the
State of Florida without reference to its principles of conflicts of laws. Any
such dispute will be heard and determined before an appropriate federal court
located in the State of Florida in Miami-Dade County, or, if not maintainable
therein, then in an appropriate Florida state court located in Miami-Dade
County, and each party hereto submits itself and its property to the
non-exclusive jurisdiction of the foregoing courts with respect to such
disputes. Each party hereto (i) agrees that service of process
may be made by mailing a copy of any relevant document to the address of
the party set forth above, (ii) waives to the fullest extent permitted by
law any objection which it may now or hereafter have to the courts referred to
above on the grounds of inconvenient forum or otherwise as regards any dispute
between the parties hereto arising out of or related to this Agreement, (iii) waives
to the fullest extent permitted by law any objection which it may now or
hereafter have to the laying of venue in the courts referred to above as
regards any dispute between the parties hereto arising out of or related to
this Agreement and (iv) agrees that a judgment or order of any court
referred to above in connection with any dispute between the parties hereto
arising out of or related to this Agreement is conclusive and binding on it and
may be enforced against it in the courts of any other jurisdiction.


 


6.           SECTION 409A
OF THE INTERNAL REVENUE CODE. This Agreement is not
intended to constitute a “nonqualified deferred compensation plan” within the
meaning of


 


5

















 


Section 409A
of the Internal Revenue Code of 1986, as amended, and the rules and
regulations issued thereunder (“Section 409A”). Notwithstanding the
foregoing, if this Agreement or any amounts or benefits payable to Executive
hereunder is subject to Section 409A and if the Executive is a “Specified
Employee” (as defined under Section 409A) as of the date of Executive’s
termination of employment, then the payment of such amounts or benefits, if
any, scheduled to be paid by the Company to Executive hereunder during the
first six (6) month period beginning on the date of a termination of
employment shall be delayed during such six (6) month period and shall
commence immediately following the end of such six (6) month period (and, if applicable, the period in
which such payments were scheduled to be made if not for such delay shall be
extended accordingly). In no event shall the Company be required to pay
Executive 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 Executive hereunder.


 


7.           SURVIVAL OF
PROVISIONS. The obligations contained in Section 3
shall, to the extent provided in Section 3, survive a Qualifying
Termination and, as applicable, shall be fully enforceable thereafter in
accordance with the terms of this Agreement. If it is determined by a court of
competent jurisdiction that any restriction in Section 3 is excessive in
duration or scope or is unreasonable or unenforceable under applicable law, it
is the intention of the parties that such restriction may be modified or
amended by the court to render it enforceable to the maximum extent permitted
by applicable law.


 


8.           TERMINATION OF
PRIOR AGREEMENTS. This Agreement constitutes the entire
agreement between the parties and, as of the Effective Date, terminates and
supersedes any and all prior agreements and understandings (whether written or
oral) between the parties with respect to the subject matter of this Agreement.
Executive acknowledges and agrees that neither the Company nor anyone acting on
its behalf has made, and is not making, and in executing this Agreement,
Executive has not relied upon, any representations, promises or inducements
except to the extent the same is expressly set forth in this Agreement.


 


9.          ASSIGNMENT; SUCCESSORS. This Agreement
is personal in its nature and none of the parties hereto shall, without the
consent of the others, assign or transfer this Agreement or any rights or
obligations hereunder; provided, that the
Company may assign this Agreement to, or allow any of its obligations to be
fulfilled by, or take actions through, any affiliate of the Company and, in the
event of the merger, consolidation, transfer, or sale of all or substantially
all of the assets of the Company (a “Transaction”) with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof,
be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and in the event of any such assignment
or Transaction, all references herein to the “Company” shall refer to the
Company’s assignee or successor hereunder.


 


10.         WITHHOLDING. The Company
shall make such deductions and withhold such amounts from each payment and
benefit made or provided to Executive hereunder, as may be required from time
to time by applicable law, governmental regulation or order.


 


6

















 


11.         COUNTERPARTS. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.


 


12.         HEADING
REFERENCES. Section headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.


 


13.         REMEDIES
FOR BREACH. Executive expressly
agrees and understands that Executive will notify the Company in writing of any
alleged breach of this Agreement by the Company, and the Company will have
thirty (30) days from receipt of Executive’s notice to cure any such breach.
Executive expressly agrees and understands that in the event of a Qualifying
Termination, the Company’s contractual obligations to Executive shall be
fulfilled through compliance with its obligations under Section 1 of this
Agreement.


 


Executive expressly agrees and understands that the
remedy at law for any breach by Executive of Section 3 of this Agreement
will be inadequate and that damages flowing from such breach are not usually
susceptible to being measured in monetary terms. Accordingly, it is
acknowledged that, upon Executive’s violation of any provision of Section 3,
the Company shall be entitled to obtain from any court of competent
jurisdiction immediate injunctive relief and obtain a temporary order restraining
any threatened or further breach as well as an equitable accounting of all
profits or benefits arising out of such violation. Nothing shall be deemed to
limit the Company’s remedies at law or in equity for any breach by Executive of
any of the provisions of this Agreement, including Section 3, which may be
pursued by or available to the Company.


 


14.         WAIVER;
MODIFICATION. Failure to insist upon
strict compliance with any of the terms, covenants, or conditions hereof shall
not be deemed a waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any
other time or times. This Agreement shall not be modified in any respect except
by a writing executed by each party hereto.


 


15.         SEVERABILITY. In the event that a court of competent jurisdiction determines that any
portion of this Agreement is in violation of any law or public policy, only the
portions of this Agreement that violate such law or public policy shall be
stricken. All portions of this Agreement that do not violate any statute or
public policy shall continue in full force and effect. Further, any court order
striking any portion of this Agreement shall modify the stricken terms as
narrowly as possible to give as
much effect as possible to the intentions of the parties under this Agreement.


 


[The Signature Page Follows]


 


7

















 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered by its duly authorized officer and Executive has executed and
delivered this Agreement on this 12 day of November, 2007.


 


	
   

  	
  Interval
  Acquisition Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Craig M. Nash

  
	
   

  	
  By:
  

  	
  Craig
  M. Nash

  
	
   

  	
  Title:
  

  	
  President
  and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Marie Lee

  
	
   

  	
  Marie
  Lee

  



 


8