Exhibit 10.19


 


RESTRICTED
STOCK UNIT AGREEMENT


 


THIS AGREEMENT, dated as
of                       ,
20    , between Interval Leisure Group, Inc., a
Delaware corporation (the “Corporation”), and                     
(the “Director”).


 


W I T N E S S E T H


 


In consideration of the
mutual promises and covenants made herein and the mutual benefits to be derived
here from, the parties hereto agree as follows:


 


1.                                      Grant and Vesting of Restricted Stock Units.


 


(a)                                  Subject
to the provisions of this Agreement and to the provisions of the Corporation’s 2008
Stock and Annual Incentive Plan (the “Plan”), the Corporation hereby grants to
the Director             
restricted stock units (the “Restricted Stock Units”).  The Restricted Stock Units are granted under Section 7
of the Plan, each with respect to one share of common stock of the Corporation,
par value $.01 per share (“Common Stock”). 
All capitalized terms used herein, to the extent not defined, shall have
the meaning set forth in the Plan.


 


(b)                                 Subject
to the terms and conditions of this Agreement and to the provisions of the
Plan, the Restricted Stock Units shall vest and no longer be subject to any
restriction (such period during which restrictions apply is the “Restriction
Period”) as follows:


 


	
  Vesting
  Date

  	
   

  	
  Percentage of Total Grant Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
                      ,
  20    

  	
   

  	
      

  	
  %

  
	
                      ,
  20    

  	
   

  	
      

  	
  %

  



 


(c)                                  In
the event of termination of the Director’s service with the Corporation during
the Restriction Period for any reason, all remaining unvested Restricted Stock
Units shall be forfeited by the Director and canceled in their entirety
effective immediately upon such termination.


 


(d)                                 Nothing
in this Agreement or the Plan shall confer upon the Director any right to
continue in the service of the Corporation or any of its Affiliates.


 


2.                                      Settlement of Units.


 


As soon as practicable
after any Restricted Stock Units have vested and are no longer subject to the
Restriction Period, such Restricted Stock Units shall be settled.  Subject to Paragraph 8 (pertaining to the
withholding of taxes), for each Restricted Stock Unit settled pursuant to this Section 2,
the Corporation shall issue one share of Common Stock for each Restricted Stock
Unit vesting at such time and cause to be delivered to the Director one or more
unlegended, freely-transferable stock certificates in respect of such shares
issued upon settlement of the vesting Restricted Stock Units.  Notwithstanding the foregoing, the
Corporation shall be 


 

















 


entitled to hold the
shares issuable upon settlement of Restricted Stock Units that have vested
until the Corporation or the agent referred to in Paragraph 8 below shall have
received from the Director a duly executed Form W-9 or W-8, as applicable.


 


3.                                      Nontransferability of the Restricted Stock Units.


 


During the Restriction
Period and until such time as the Restricted Stock Units are ultimately settled
as provided in Paragraph 2 above, the Restricted Stock Units shall not be
transferable by the Director by means of sale, assignment, exchange, encumbrance,
pledge, hedge or otherwise.


 


4.                                      Rights as a Stockholder.


 


Except as otherwise
specifically provided in this Agreement, during the Restriction Period, the
Director shall not be entitled to any rights of a stockholder with respect to
the Restricted Stock Units. 
Notwithstanding the foregoing, if the Corporation declares and pays
dividends on the Common Stock during the Restriction Period, the Director will
be credited with additional amounts for each Restricted Stock Unit equal to the
dividend that would have been paid with respect to such Restricted Stock Unit
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 Restricted Stock Units or may be held in kind as restricted property) and
shall vest concurrently with the vesting of the Restricted Stock Units 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 Paragraph 5.


 


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


 


In the event of
any change in corporate capitalization (including, but not limited to, a change
in the number of shares of Common Stock outstanding), such as a stock split or
a corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation (including any extraordinary cash or stock dividend), any
reorganization (whether or not such reorganization comes within the definition
of such term in Section 368 of the Code) or any partial or complete
liquidation of the Corporation, the number of Restricted Stock Units and the
shares underlying such Restricted Stock Units shall be equitably adjusted by
the Committee (including, in its discretion, providing for other property to be
held as restricted property) as it may deem appropriate in its sole discretion.  The determination of the Committee regarding
any such adjustment will be final and conclusive.


 


In addition, in the event of
a Change in Control, the Restricted Stock Units shall automatically vest.


 


6.                                      Payment of Transfer Taxes, Fees and Other Expenses.


 


The Corporation agrees to
pay any and all original issue taxes and stock transfer taxes that may be
imposed on the issuance of shares received by a Director in connection with the



 


2

















 


Restricted Stock Units,
together with any and all other fees and expenses necessarily incurred by the
Corporation in connection therewith.


 


7.                                      Other Restrictions.


 


(a)                                  The
Restricted Stock Units 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 grant of Restricted Stock Units 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.


 


 (b)                              The Director acknowledges
that the Director is subject to the Corporation’s policies regarding compliance
with securities laws, including but not limited to its Policy on Securities
Trading (as in effect from time to time and any successor policies), and,
pursuant to these policies, the Director shall be required to obtain
pre-clearance from the Corporation’s counsel’s office prior to purchasing or
selling any of the Corporation’s securities, including any shares issued upon
vesting of the Restricted Stock Units, and may be prohibited from selling such
shares other than during an open trading window.  The Director further acknowledges that, in
its discretion, the Corporation may prohibit the Director from selling such
shares even during an open trading window if the Corporation has concerns over
the potential for insider trading.


 


8.                                      Taxes and Withholding.


 


No later than the date as
of which an amount first becomes includible in the gross income of the Director
for federal, state, local or foreign income tax purposes with respect to any
Restricted Stock Units, the Director (i) shall pay to the Corporation, or
make arrangements satisfactory to the Corporation regarding the payment of, all
federal, state, local and foreign taxes that are required by applicable laws
and regulations to be withheld with respect to such amount and (ii) shall
provide to the Corporation or to the agent selected by the Corporation for
managing the Plan under which the Restricted Stock Units have been granted a
properly completed and duly executed Form W-9 or W-8, as applicable.  The obligations of the Corporation under this
Agreement shall be conditioned on compliance by the Director with this
Paragraph 8, and the Corporation shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment otherwise due to the
Director, including deducting such amount from the delivery of shares issued
upon settlement of the Restricted Stock Units that gives rise to the withholding
requirement.


 


9.                                      Notices.


 


All notices and other
communications under this Agreement shall be in writing and shall be given by
hand delivery to the other party or by facsimile, overnight courier, or
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


If to the Director:


 


[name and address]


 


3

















 


If to the Corporation:


 


Interval Leisure
Group


6262 Sunset Drive


Miami, FL 33143


Attention: General
Counsel


Facsimile: (305)
667-2072


 


or to such other address
or facsimile number as any party shall have furnished to the other in writing
in accordance with this Paragraph 9. 
Notice and communications shall be effective when actually received by
the addressee.  Notwithstanding the
foregoing, the Director consents to electronic delivery of documents required
to be delivered by the Corporation under the securities laws.


 


10.                               Effect of Agreement.


 


Except as otherwise
provided hereunder, this Agreement shall be binding upon and shall inure to the
benefit of any successor or successors of the Corporation.


 


11.                               Laws Applicable to Construction; Consent to
Jurisdiction.


 


The interpretation,
performance and enforcement of this Agreement shall be governed by the laws of
the State of Delaware without reference to principles of conflict of laws, as
applied to contracts executed in and performed wholly within the State of
Delaware.  In addition to the terms and
conditions set forth in this Agreement, the Restricted Stock Units are subject to
the terms and conditions of the Plan, which is hereby incorporated by
reference.


 


Any and all disputes
arising under or out of this Agreement, including without limitation any issues
involving the enforcement or interpretation of any of the provisions of this
Agreement, shall be resolved by the commencement of an appropriate action in
the state or federal courts located within the state of Delaware, which shall
be the exclusive jurisdiction for the resolution of any such disputes.  The Director hereby agrees and consents to
the personal jurisdiction of said courts over the Director for purposes of the
resolution of any and all such disputes.


 


12.                               Severability.


 


The invalidity or
enforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement.


 


13.                               Conflicts and Interpretation.


 


In the event of any
conflict between this Agreement and the Plan, the Plan shall control.  In the event of any ambiguity in this
Agreement, or any matters as to which this Agreement is silent, the Plan shall
govern including, without limitation, the provisions thereof pursuant to 


 


4

















 


which the Committee has
the power, among others, to (i) interpret the Plan, (ii) prescribe,
amend and rescind rules and regulations relating to the Plan, and (iii) make
all other determinations deemed necessary or advisable for the administration
of the Plan.


 


14.                               Amendment.


 


This Agreement may not be
modified, amended or waived except by an instrument in writing signed by both
parties hereto.  The waiver by either
party of compliance with any provision of this Agreement shall not operate or
be construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.


 


15.                               Headings.


 


The headings of
paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this
Agreement.


 


16.                               Counterparts.


 


This Agreement may be
executed in counterparts, which together shall constitute one and the same
original.  The parties hereto also agree
that electronic or facsimile copies of this Agreement executed in counterparts
shall be, and shall be deemed to be, original instruments for all purposes.


 


[signature bars appear on next page]


 


5

















 


IN WITNESS WHEREOF, as of
the date first above written, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Director has
hereunto set the Director’s hand.


 


 


	
   

  	
   

  
	
   

  	
  [name],
  Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERVAL LEISURE
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Craig M.
  Nash

  
	
   

  	
  Title: Chairman,
  President, and Chief 

  Executive Officer

  



 


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