Exhibit 10.6


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is entered into by and between Jeannette Marbert (“Executive”)
and Interval Leisure Group, Inc., a Delaware corporation (the “Company”), as of the 31st day of
July, 2008.


 


WHEREAS,
the Company and Executive expect that IAC/InterActiveCorp, a Delaware
corporation (“IAC”), will cause the Company
to become a separate public entity (the “Spin-Off”);


 


WHEREAS,
the Company desires to establish its right to the services of Executive for a period
beginning on the date the Spin-Off occurs (the “Effective
Date”), in the capacity described below, on the terms and
conditions hereinafter set forth, and Executive is willing to accept such
employment on such terms and conditions.


 


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


 


1A.          EMPLOYMENT.  During the Term (as defined below), the
Company shall employ Executive, and Executive shall be employed, as Chief
Operating Officer of the Company.  During
Executive’s employment with the Company, Executive shall do and perform all
services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Executive’s position
and shall render such services on the terms set forth herein.  During Executive’s employment with the
Company, Executive shall report directly to the Chief Executive Officer of the
Company (the “CEO”).  Executive shall have such powers and duties
with respect to the Company as may reasonably be assigned to Executive by the
CEO, to the extent consistent with Executive’s position.  Executive agrees to devote all of Executive’s
working time, attention and efforts to the Company and to perform the duties of
Executive’s position in accordance with the Company’s policies as in effect
from time to time.  Executive may (i) serve as a director or member of
a committee or organization involving no actual or potential conflict of
interest with the Company and its subsidiaries and affiliates; (ii) deliver
lectures and fulfill speaking engagements; (iii) engage in charitable and
community activities; and (iv) invest her personal assets in such form or
manner that will not violate this Agreement or require services on the part of
Executive in the operation or affairs of the companies in which those
investments are made; provided the activities described in clauses (i),
(ii), (iii) or (iv) do not materially affect or interfere with the
performance of Executive’s duties and obligations to the Company or conflict
with such policies as may be adopted from time to time by the Board of
Directors of the Company (the “Board”).  Executive’s principal place of employment
shall be the Company’s offices located in Miami, Florida.


 


2A.          TERM.  The term of this Agreement shall begin on the
Effective Date and shall end on the fourth anniversary of the Effective Date
(such period, the “Initial Term”); provided,
that on the fourth anniversary of the Effective Date and on each anniversary
thereafter, the Initial Term 


 

















 


shall automatically be extended for additional
one-year periods (the Initial Term as so extended, the “Term”)
unless either party provides the other party with a notice of termination at
least thirty (30) days before any such anniversary (the anniversary date on
which the Term terminates shall be referred to herein as the “Scheduled Termination Date”).  Notwithstanding the foregoing, the Executive’s
employment hereunder may be terminated during the Term prior to the Scheduled
Termination Date.


 


Notwithstanding the termination of the Term, certain
terms and conditions herein may specify a greater period of effectiveness.  If Executive’s employment with IAC is
terminated prior to the date of the Spin-Off, this Agreement shall terminate
automatically and be null and void.


 


3A.          COMPENSATION.


 


(a)           BASE
SALARY.  During the period that
Executive is employed with the Company hereunder, the Company shall pay
Executive an annual base salary of $400,000 (the “Base
Salary”), 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 Term, the Base Salary will be
reviewed annually and is subject to adjustment at the discretion of the Board,
but in no event shall the Company pay Executive a Base Salary less than that
set forth above during the period that Executive is employed with the
Company.  For all purposes under
this Agreement, the term “Base Salary” shall refer to the Base Salary as in
effect from time to time.


 


(b)           BONUS.  During the period that Executive is employed
with the Company hereunder, Executive shall be eligible to receive
discretionary annual bonuses, with a target annual bonus of 100% of Base
Salary. 
Any such annual bonus shall be paid not later than March 15 of the
calendar year immediately following the calendar year with respect to which
such annual bonus relates (unless Executive has elected to defer receipt of
such bonus pursuant to an arrangement that meets the requirements of Section 409A
(as defined below)).


 


(c)           GRANT
OF RESTRICTED STOCK UNITS.


 


(i)            As promptly as
practicable following the Effective Date, Executive shall be granted, under and
subject to the provisions of the Company’s Stock and Annual Incentive Plan then
in effect (the “Company Incentive Plan”), an
award of a number of Company restricted stock units (“Company
RSUs”) (each such unit corresponding to one share of common
stock of the Company (“Company Common Stock”))
determined by dividing $500,000 by the value of a share of Company Common Stock
utilized to convert IAC restricted stock units into Company RSUs in the
Spin-Off, rounded to the nearest whole number of Company RSUs (such award, the “Cliff Vesting Award”).  Contingent upon satisfaction of one or more
of the performance conditions attached as Exhibit A hereto, which
performance conditions have been agreed upon by the Executive and the Company
and approved by the Compensation and Human Resources Committee of the Board of
Directors of IAC, the Cliff Vesting Award shall vest and no longer be subject
to any restriction on the four-year anniversary of the Spin-Off, subject to
Executive’s continued employment with the Company through such date.


 


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(ii)           As
promptly as practicable following the Effective Date, Executive shall be
granted, under and subject to the provisions of the Company Incentive Plan an
award of a number of Company RSUs determined by dividing $1,500,000 by the
value of a share of Company Common Stock utilized to convert IAC restricted
stock units into Company RSUs in the Spin-Off, rounded to the nearest whole
number of Company RSUs (the “Annual Vesting Award”
and, together with the Cliff Vesting Award, the “Initial
Equity Awards”). 
Contingent upon satisfaction of one or more of the performance
conditions attached as Exhibit A hereto, which performance conditions have
been agreed upon by the Executive and the Company and approved by the
Compensation and Human Resources Committee of the Board of Directors of IAC,
the Annual Vesting Award shall vest and no longer be subject to any restriction
(in each case subject to the Executive’s continued employment with the Company
through the applicable vesting date):


 


	
  Vesting Date

  	
   

  	
  Percentage of Total Award Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On the first anniversary of the Spin-Off

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the second anniversary of the Spin-Off

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the third anniversary of the Spin-Off

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On the fourth anniversary of the Spin-Off

  	
   

  	
  25

  	
  %

  



 


(iii)          Other
terms for each of the Cliff Vesting Award and the Annual Vesting Award will be
set forth in one or more Award Notices and related Terms and Conditions
consistent with the terms of this Agreement and otherwise in form and substance
consistent with Award Notices and Terms and Conditions historically used by IAC
for equity awards to its senior executives.


 


(d)           BENEFITS.  From the Effective Date through the date of
termination of Executive’s employment with the Company for any reason,
Executive shall be entitled to participate in any welfare, health and life
insurance and pension benefit and incentive, perquisite and fringe benefit
programs as may be adopted from time to time by the Company on the same basis
as that provided to similarly situated employees of the Company.  Without limiting the generality of the
foregoing, Executive shall be entitled to the following benefits:


 


(i)            Reimbursement for Business
Expenses.  During the period that
Executive is employed with the Company hereunder, the Company shall reimburse Executive
for all reasonable, necessary and documented expenses incurred by Executive in
performing Executive’s duties for the Company, on the same basis as similarly
situated employees and in accordance with the Company’s policies as in effect
from time to time.


 


(ii)           Vacation.  During the period that Executive is employed
with the Company hereunder, Executive shall be entitled to paid vacation each
year, in accordance with the plans, policies, programs and practices of the
Company applicable to similarly situated employees of the Company generally.


 


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(iii)          Disability Policy.  The Company acknowledges that notwithstanding
any provision herein to the contrary, Executive shall be entitled to continue
her current disability insurance policy during the period that Executive is
employed with the Company hereunder at the Company’s expense and in accordance
with the Company’s current practices.


 


4A.          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 (or if receipt is refused by the
recipient, when so refused):


 


	
  If to the Company:

  	
   

  	
  Interval
  Leisure Group, Inc.

  
	
   

  	
   

  	
  6262 Sunset
  Drive

  
	
   

  	
   

  	
  Miami, FL
  33143

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
   

  	
  Jeanette
  Marbert

  
	
   

  	
   

  	
  At the
  last address indicated in the Company’s records.

  



 


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


 


5A.          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 dispute between the parties
hereto arising out of or related to this Agreement 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.


 


6A.          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.


 


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7A.          STANDARD
TERMS AND CONDITIONS.  Executive
expressly understands and acknowledges that the Standard Terms and Conditions
attached hereto are incorporated herein by reference, deemed a part of this
Agreement and are binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.


 


8A.          SECTION 409A
OF THE INTERNAL REVENUE CODE.   This
Agreement is intended to comply with the requirements of Section 409A of
the of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and
regulations issued thereunder (“Section 409A”)  or an exemption and shall in all respects be
administered in accordance with Section 409A.  Notwithstanding anything in the Agreement to
the contrary, distributions upon termination of employment may only be made
upon a “separation from service” as determined under Section 409A.  Each payment under this Agreement shall be
treated as a separate payment for purposes of Section 409A.  In no event may Executive, directly or
indirectly, designate the calendar year of any payment to be made under this
Agreement.  All reimbursements and
in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A.   In the event the parties determine that the
terms of this Agreement do not comply with Section 409A, they will
negotiate reasonably and in good faith to amend the terms of this Agreement
such that it complies (in a manner that attempts to minimize the economic
impact of such amendment on Executive and the Company) within the time period
permitted by the applicable Treasury Regulations.  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 benefit paid to
Executive hereunder.


 


9A.          Notwithstanding
anything to the contrary herein, this Agreement shall become effective upon,
and subject to the occurrence of, the Effective Date.


 


[The Signature Page Follows]


 


5

















 


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 July 31, 2008.


 


	
   

  	
  INTERVAL
  LEISURE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
            /s/
  Gregory Blatt

  
	
   

  	
  By:  Gregory Blatt

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
            /s/
  Jeanette Marbert

  
	
   

  	
  JEANETTE
  MARBERT

  



 














 


STANDARD TERMS AND CONDITIONS


 


1.             TERMINATION
OF EXECUTIVE’S EMPLOYMENT.


 


(a)           DEATH.  In the event Executive’s employment hereunder
is terminated by reason of Executive’s death, the Company shall pay Executive’s
designated beneficiary or beneficiaries, within thirty (30) days of Executive’s
death in a lump sum in cash, (i) Executive’s Base Salary through the end
of the month in which death occurs and (ii) any other Accrued Obligations
(as defined in paragraph 1(f) below).


 


(b)           DISABILITY.  If, as a result of Executive’s incapacity due
to physical or mental illness (“Disability”),
Executive shall have been absent from the full-time performance of Executive’s
duties with the Company for a period of four (4) consecutive months and,
within thirty (30) days after written notice is provided to Executive by the
Company (in accordance with Section 4A hereof), Executive shall not have
returned to the full-time performance of Executive’s duties, Executive’s
employment under this Agreement may be terminated by the Company for
Disability.  During any period prior to
such termination during which Executive is absent from the full-time
performance of Executive’s duties with the Company due to Disability, the
Company shall continue to pay Executive’s Base Salary at the rate in effect at
the commencement of such period of Disability, offset by any amounts payable to
Executive under any disability insurance plan or policy provided by the
Company.  Upon termination of Executive’s
employment due to Disability, the Company shall pay Executive within thirty
(30) days of such termination (i) Executive’s Base Salary through the end
of the month in which termination occurs in a lump sum in cash, offset by any
amounts payable to Executive under any disability insurance plan or policy provided
by the Company; and (ii) any other Accrued Obligations (as defined in
paragraph 1(f) below).


 


(c)           TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. 
Upon the termination of Executive’s employment by the Company for Cause
(as defined below), or by Executive without Good Reason, the Company shall have
no further obligation hereunder, except for the payment of any Accrued
Obligations (as defined in paragraph 1(f) below).  As used herein, “Cause”
shall mean:  (i) the plea of guilty
or nolo contendere to, or conviction for, the commission of a felony offense by
Executive; provided, however, that after indictment, the Company
may suspend Executive from the rendition of services, but without limiting or
modifying in any other way the Company’s obligations under this Agreement; provided,
further, that Executive’s employment shall be immediately reinstated if
the indictment is dismissed or otherwise dropped and there are not otherwise
grounds to terminate Executive’s employment for Cause; (ii) a material
breach by Executive of a fiduciary duty owed to the Company; provided
that the CEO determines, in the CEO’s good faith discretion, that such material
breach undermines the CEO’s confidence in Executive’s fitness to continue in
her position, as evidenced in writing from the CEO; (iii) a material
breach by Executive of any of the covenants made by Executive in Section 4
hereof; provided, however, that in the event such material breach
is curable, Executive shall have failed to remedy such material breach within
ten (10) days of Executive having received a written demand for cure by
the CEO, which demand specifically identifies the manner in which the Company
believes that Executive has materially breached any 


 

















 


of the covenants made by Executive in Section 4
hereof; (iv) the willful or gross neglect by Executive of the material
duties required by this Agreement following receipt of written notice from the
CEO which specifically identifies the nature of such willful or gross neglect
and a reasonable opportunity to cure; or (v) a knowing and material
violation by Executive of any Company policy pertaining to ethics, wrongdoing
or conflicts of interest.


 


(d)           TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE
FOR GOOD REASON.  If Executive’s
employment hereunder is terminated prior to the expiration of the Term by the
Company for any reason other than Executive’s death or Disability or for Cause,
or if Executive terminates her employment hereunder prior to the expiration of
the Term for Good Reason (any such termination, a “Qualifying
Termination”), then:


 


(i)            the Company shall
continue to pay to Executive the Base Salary for twenty-four (24) months from
the date of such termination (the “Severance Period”),
payable in equal biweekly installments (or, if different, in accordance with
the Company’s payroll practice as in effect from time to time) (the “Cash Severance Payments”);


 


(ii)           at the time when bonuses for the year
in which the date of termination occurs would otherwise be paid (but in no
event later than the 15th day of the third month following the close of such
fiscal year unless Executive has previously elected to defer the receipt of
such bonus pursuant to an arrangement that meets the requirements of Section 409A),
the Company shall pay to Executive any bonus that would have been earned by
Executive during such year if such termination had not occurred, which bonus,
if any, shall be based on the Company’s actual achievement of pre-established
performance criteria, if any, established by the compensation committee of the
Board (the “Compensation Committee”), pro
rated for the portion of the year during which Executive was employed (but
which shall not include bonuses earned if the Compensation Committee retained
discretion to reduce the award and the Compensation Committee elects to apply
such discretion to reduce bonuses on the same basis for all employees eligible
to participate in the bonus plan for such year).


 


(iii)          the Company shall pay Executive within
thirty (30) days of the date of such termination in a lump sum in cash any
Accrued Obligations (as defined in paragraph 1(f) below); and


 


(iv)          any portion of the Initial Equity
Awards that is outstanding and unvested at the time of such termination but
that would, but for a termination of employment, have vested during the
Severance Period shall vest as of the date of such termination of employment; provided;
however, that, for purposes of this provision, the Cliff Vesting Award
shall be treated as though it vested annually pro rata
over its vesting period (e.g., if the
date of termination occurred between the one and two-year anniversaries of the
Effective Date, 75% of Company RSUs subject to the Cliff Vesting Award would
vest on the date of termination and if the date of termination occurred
following the two-year anniversary of the Effective Date, all of the Company
RSUs subject to the Cliff Vesting Award would vest on the date of termination);
provided, further, however, that any Company RSUs that
would vest under this provision but for 


 


2

















 


the fact that outstanding performance
conditions have not been satisfied shall vest only if, and at such point as,
such performance conditions are satisfied.


 


Notwithstanding the preceding
provisions of this Section 1(d), in the event that Executive is a “specified
employee” (within the meaning of Section 409A) on the date of termination
of Executive’s employment with the Company and the Cash Severance Payments to
be paid within the first six months following such date (the “Initial Payment Period”) exceed the
amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the
“Limit”), then (i) any portion
of the Cash Severance Payments that is payable during the Initial Payment Period
that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i),
(ii) any portion of the Cash Severance Payments that exceeds the Limit
(and would have been payable during the Initial Payment Period but for the
Limit) shall be paid, with Interest, on the first business day of the first
calendar month that begins after the six-month anniversary of Executive’s “separation
from service” (within the meaning of Section 409A) and (iii) any
portion of the Cash Severance Payments that is payable after the Initial
Payment Period shall be paid at the times set forth in Section 1(d)(i).  For purposes of this paragraph, Interest
shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code, from the date on which payment would otherwise have been made but for
any required delay through the date of payment.


 


The payment to Executive of the severance
benefits described in this Section 1(d) (including any accelerated
vesting) 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 within 60 days of the date of termination of Executive’s employment,
and Executive’s compliance with the restrictive covenants set forth in Section 4
hereof (other than any non-compliance that is immaterial, does not result in
harm to the Company or its affiliates, and, if curable, is cured by Executive
promptly after receipt of notice thereof given by the Company).  Executive acknowledges and agrees that the
severance benefits described in this Section 1(d) constitute good and
valuable consideration for such release.


 


For purposes
of this Agreement, “Good Reason” shall mean the
occurrence of any of the following without Executive’s prior written consent: (A) a
material change in the geographic location at which Executive must perform her
services; (B) the Company materially diminishes Executive’s duties and
responsibilities or reporting relationships as set forth in Section 1A; or
(C) the Company breaches any material term or condition of this Agreement;  provided that in no event shall Executive’s
resignation be for “Good Reason” unless (x) an event or circumstance
set forth in clauses (A), (B) or (C) shall have occurred and
Executive provides the Company with written notice thereof within thirty (30)
days after Executive has knowledge of the occurrence or existence of such event
or circumstance, which notice specifically identifies the event or circumstance
that Executive believes constitutes Good Reason, (y) the Company fails to
correct the circumstance or event so identified within thirty (30) days after
the receipt of such notice, and (z) Executive resigns within ninety (90)
days after the date of delivery of the notice referred to in clause (x) above.


 


(e)           NO
MITIGATION; OFFSET.  In the event of
termination of Executive’s employment pursuant to Section 1(d), Executive
shall not be obligated to seek other employment 


 


3

















 


or take any actions to mitigate the payments
or continuation of benefits required under Section 1(d) hereof.  If Executive obtains other employment
(whether or not comparable and whether or not in the same geographic location)
during the period of time in which the Company is required to make Cash
Severance Payments to Executive pursuant to Section 1(d) above, the
amount of any such remaining payments or benefits 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 such period.  For purposes of this Section 1(e),
Executive shall have an obligation to inform the Company regarding Executive’s
employment status following termination and during the period of time in which
the Company is making Cash Severance Payments to Executive as provided under Section 1(d) above.


 


(f)            ACCRUED
OBLIGATIONS.  As used in this
Agreement, “Accrued Obligations” shall
mean the sum of (i) any portion of Executive’s accrued but unpaid Base
Salary through the date of death or termination of employment for any reason,
as the case may be; (ii) any compensation previously earned but deferred
by Executive (together with any interest or earnings thereon) that has not yet
been paid, is not considered “deferred compensation” subject to Section 409A
and has not otherwise been deferred to a later date pursuant to any deferred
compensation arrangement of the Company to which Executive is a party, if any
(in which case, any such deferred compensation shall be paid in accordance with
the terms of such deferred compensation arrangement and shall not be deemed “Accrued
Obligations” pursuant to this Agreement); (iii) other than in the event of
Executive’s resignation without Good Reason or termination by the Company for
Cause (except as required by applicable law), any portion of Executive’s
accrued but unpaid vacation pay through the date of death or termination of
employment; (iv) any reimbursements that Executive is entitled to receive
under Section 3A(d)(i) of the Agreement; and (v) any vested
benefits or amounts that Executive is otherwise entitled to receive under any
plan, policy, practice or program of or any other contract or agreement with the
Company in accordance with the terms thereof (other than any such plan, policy,
practice or program of the Company that provides benefits in the nature of
severance or continuation pay).


 


2.             TREATMENT
OF EXECUTIVE’S INITIAL EQUITY AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE
COMPANY.  In the event that, during
the Term, there is consummated a Change of Control (as defined in the Company
Incentive Plan), any portion of the Initial Equity Awards that is outstanding
and unvested at the time of such Change of Control which would have vested
during the twenty-four (24) month period following such Change of Control shall
vest as of the date of such Change of Control and the Initial Equity Awards
shall otherwise continue to vest in accordance with their terms; provided that,
for purposes of this provision, the Cliff Vesting Award shall be treated as
though it vested annually pro rata over
its vesting period (e.g., if the
Change of Control occurred on the one-year anniversary of the Effective Date,
75% of the Company RSUs subject to the Cliff Vesting Award would vest on the
date of consummation of the Change of Control and if the date of termination
occurred following the two-year anniversary of the Effective Date, all of the
Company RSUs subject to the Cliff Vesting Award would vest on the date of
consummation of such Change of Control). 
In the event any portion of the Initial Equity Awards remains unvested
following such Change of Control after application of the foregoing sentence,
the agreements effectuating the Change of Control shall provide for the
assumption or substitution of the unvested Initial Equity Awards by the
successor entity (unless the successor entity is the Company, in which case the
unvested 


 


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Initial Equity Awards shall remain
outstanding in accordance with their terms). 
In no event shall any unvested portion of the Initial Equity Awards be
cancelled or forfeited without value in connection with a Change of Control.


 


3.                                       CONFIDENTIAL
INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)           CONFIDENTIALITY.  Executive acknowledges that, while employed
by the Company, Executive will occupy a position of trust and confidence.  The Company, its subsidiaries and/or
affiliates shall provide Executive with “Confidential Information” as referred
to below.  Executive shall not, except as
may be required to perform Executive’s duties hereunder 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 its subsidiaries
and/or affiliates.


 


              “Confidential Information” shall mean
information about the Company or any of its subsidiaries or affiliates, and
their respective businesses, employees, consultants, contractors, clients and
customers that is not disclosed by the Company or any of its subsidiaries or
affiliates for financial reporting purposes or otherwise generally made
available to, or in the possession of, the public (other than by Executive’s
breach of the terms hereof) and that was learned or developed by Executive in
the course of employment by the Company or any of its subsidiaries or
affiliates, including (without limitation) any proprietary knowledge, trade
secrets, data, formulae, information and client and customer lists and all
papers, resumes, and records (including computer records) of the documents
containing such Confidential Information. 
Notwithstanding the foregoing provisions, if Executive is required to
disclose any such confidential or proprietary information pursuant to
applicable law or a subpoena or court order, Executive shall promptly notify
the Company in writing of any such requirement so that the Company may seek an
appropriate protective order or other appropriate remedy or waive compliance
with the provisions hereof.  Executive
shall reasonably cooperate with the Company to obtain such a protective order
or other remedy.  If such order or other
remedy is not obtained prior to the time Executive is required to make the
disclosure, or the Company waives compliance with the provisions hereof,
Executive shall be permitted to disclose only that portion of the confidential
or proprietary information which she is advised by counsel that she is legally
required to so disclose.  Executive
acknowledges that such Confidential Information is specialized, unique in
nature and of great value to the Company and its subsidiaries or affiliates,
and that such information gives the Company and its subsidiaries or affiliates
a competitive advantage.  Executive
agrees to deliver or return to the Company, at the Company’s request at any
time or upon termination or expiration 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 subsidiaries or affiliates or
prepared by Executive in the course of Executive’s employment by the Company
and its subsidiaries or 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 this Agreement, and other
good and valuable consideration provided hereunder, the receipt and sufficiency
of which are hereby 


 


5

















 


acknowledged by Executive,
Executive hereby agrees and covenants that, during Executive’s employment
hereunder 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 Section 3(b), (i) a “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) (x) at the time of Executive’s
termination provides or planned to provide such Similar Products or (y) during
Executive’s employment provided, such Similar Products; (ii) “Similar Products” means any products
or services that are the same or substantially similar to any of the types of
products or services that the Company and/or any other business for which
Executive may, during the Term, have direct or indirect responsibility
hereunder provides or planned to provide during Executive’s employment
hereunder; and (iii) 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. 
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.  Executive recognizes
that she will possess Confidential Information about other employees,
consultants and contractors of the Company and its subsidiaries or affiliates
relating to their education, experience, skills, abilities, compensation and
benefits, and inter-personal relationships with suppliers to and customers of
the Company and its subsidiaries or affiliates. 
Executive recognizes that the information she will possess about these
other employees, consultants and contractors is not generally known, is of
substantial value to the Company and its subsidiaries or affiliates in
developing their respective businesses and in securing and retaining customers,
and will be acquired by Executive because of Executive’s business position with
the Company.  Executive agrees that,
during the Restricted Period, Executive will not, directly or indirectly,
solicit or recruit any employee of (i) the Company and/or (ii) its
subsidiaries and/or affiliates with whom Executive has had direct contact
during her employment hereunder, 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 such
Confidential Information or trade secrets about employees of the Company or any
of its subsidiaries or affiliates to any other person except within the scope
of Executive’s duties hereunder. 
Notwithstanding the foregoing, Executive is not precluded from
soliciting any 


 


6

















 


individual who (i) responds to any public
advertisement or general solicitation or (ii) has been terminated by the
Company prior to the solicitation.


 


(d)           NON-SOLICITATION
OF CUSTOMERS.  During the Restricted
Period, Executive shall not solicit any customers of (i) the Company
and/or (ii) any of its subsidiaries or affiliates with whom Executive has
direct contact during her employment hereunder or encourage (regardless of who
initiates the contact) any such customers to use the facilities or services of
any competitor of (i) the Company and/or (ii) any of its subsidiaries
or affiliates with whom Executive has direct contact during her employment
hereunder.


 


(e)           NON-SOLICITATION
OF BUSINESS PARTNERS.  During the
Restricted Period, Executive shall not, without the prior written consent of
the Company, persuade or encourage any business partners or business affiliates
of (i) the Company and/or (ii) any of its subsidiaries and/or
affiliates with whom Executive has direct contact during her employment
hereunder, in each case, to cease doing business with the Company and/or any of
its subsidiaries and/or affiliates or to engage in any business competitive
with the Company and/or its subsidiaries and/or affiliates.


 


(f)            PROPRIETARY
RIGHTS; ASSIGNMENT.  All Employee
Developments (defined below) shall be considered works made for hire by
Executive for the Company or, as applicable, its subsidiaries or 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 subsidiaries or
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
the Term, 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, in each case, (i) that (A) concerns or
relates to the actual or anticipated business, research or development
activities, or operations of the Company or any of its subsidiaries or
affiliates, or (B) 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 subsidiaries or affiliates, whether created alone or with
others, during or after working hours, or (C) uses, incorporates or is
based on Company equipment, supplies, facilities, trade secrets or inventions
of any form or type, and (ii) that is developed, conceived or reduced to
practice during the period that Executive is employed with the Company.  All Confidential Information and all Employee
Developments are and shall remain the sole property of the Company or any of
its subsidiaries or affiliates. 
Executive shall acquire no proprietary interest in any Confidential
Information or Employee Developments developed or acquired during the
Term.  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 proprietary rights without the
need for a separate writing or 


 


7

















 


additional compensation.  Executive shall, both during and after the
Term, 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.


 


(g)           COMPLIANCE
WITH POLICIES AND PROCEDURES.  During
the period that Executive is employed with the Company hereunder, Executive
shall adhere to the policies and standards of professionalism set forth in the
Company’s Policies and Procedures applicable to all employees of the Company
and its subsidiaries and/or affiliates as they may exist from time to time.


 


(h)           SURVIVAL
OF PROVISIONS.  The obligations
contained in this Section 3 shall, to the extent provided in this Section 3,
survive the termination or expiration of Executive’s employment with the
Company 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 this
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.


 


4.             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.


 


5.             ASSIGNMENT;
SUCCESSORS.  This Agreement is
personal in its nature and none of the parties hereto shall, without the
consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder; provided that 
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.


 


6.             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.


 


7.             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 


 


8

















 


purpose. 
References to “this Agreement” or the use of the term “hereof” shall
refer to these Standard Terms and Conditions and the Employment Agreement
attached hereto, taken as a whole.


 


8.             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 any termination of Executive’s employment by
the Company during the Term, the Company’s contractual obligations to Executive
shall be fulfilled through compliance with its obligations under Section 1
of the Standard Terms and Conditions and, in the event of a termination of
Executive’s employment by the Company following a Change of Control, Section 2
of the Standard Terms and Conditions.


 


Executive expressly agrees and understands
that the remedy at law for any breach by Executive of Section 3 of the
Standard Terms and Conditions 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 such Section 4, 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.


 


9.             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.


 


10.           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.


 


11.           INDEMNIFICATION.  The Company shall indemnify and hold Executive
harmless for acts and omissions in Executive’s capacity as an officer, director
or employee of the Company and/or any of its subsidiaries to the maximum extent
permitted under applicable law, including the advancement of fees and expenses;
provided, however, that neither the Company, nor any of its
subsidiaries or affiliates shall indemnify Executive for any losses incurred by
Executive as a result of acts described in Section 1(c) of this
Agreement.  [The Signature Page Follows]


 


9

















 


ACKNOWLEDGED AND AGREED: 


 


Date: July 31, 2008


 


	
   

  	
  INTERVAL
  LEISURE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
            /s/
  Gregory Blatt

  
	
   

  	
  By:  Gregory Blatt

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
            /s/
  Jeanette Marbert

  
	
   

  	
  JEANETTE
  MARBERT