GOALS SHALL BE SET BY THE COMMITTEE WITHIN THE TIME PERIOD
PRESCRIBED BY SECTION 162(M) OF THE CODE AND RELATED REGULATIONS.
SUCH
PERFORMANCE GOALS ALSO MAY BE BASED UPON THE ATTAINING OF SPECIFIED LEVELS OF
COMPANY, SUBSIDIARY, AFFILIATE OR DIVISIONAL PERFORMANCE UNDER ONE OR MORE OF
THE MEASURES DESCRIBED ABOVE RELATIVE TO THE PERFORMANCE OF OTHER ENTITIES,
DIVISIONS OR SUBSIDIARIES.
(HH)
"PLAN" MEANS THIS INTERVAL LEISURE GROUP, INC. 2008 STOCK AND
ANNUAL INCENTIVE PLAN, AS SET FORTH HEREIN AND AS HEREAFTER AMENDED FROM TIME TO
TIME.
(II)
"PLAN YEAR" MEANS THE CALENDAR YEAR OR, WITH RESPECT TO BONUS
AWARDS, THE COMPANY'S FISCAL YEAR IF DIFFERENT.
(JJ)
"QUALIFIED PERFORMANCE-BASED AWARD" MEANS AN AWARD INTENDED TO
QUALIFY FOR THE SECTION 162(M) EXEMPTION, AS PROVIDED IN SECTION 11.
(KK)
"RESTRICTED STOCK" MEANS AN AWARD GRANTED UNDER SECTION 6.
4
(LL)
"RESTRICTED STOCK UNITS" MEANS AN AWARD GRANTED UNDER SECTION 7.
(MM)
"RESULTING VOTING POWER" SHALL MEAN THE OUTSTANDING COMBINED VOTING
POWER OF THE THEN OUTSTANDING VOTING SECURITIES ENTITLED TO VOTE GENERALLY IN
THE ELECTION OF DIRECTORS (OR EQUIVALENT GOVERNING BODY, IF APPLICABLE) OF THE
ENTITY RESULTING FROM A BUSINESS COMBINATION (INCLUDING, WITHOUT LIMITATION, AN
ENTITY WHICH AS A RESULT OF SUCH TRANSACTION OWNS THE COMPANY OR ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS EITHER DIRECTLY OR THROUGH ONE OR MORE
SUBSIDIARIES).
(NN)
"RETIREMENT" MEANS RETIREMENT FROM ACTIVE EMPLOYMENT WITH THE
COMPANY, A SUBSIDIARY OR AFFILIATE AT OR AFTER THE PARTICIPANT'S ATTAINMENT OF
AGE 65.
(OO)
"SECTION 162(M) EXEMPTION" MEANS THE EXEMPTION FROM THE LIMITATION
ON DEDUCTIBILITY IMPOSED BY SECTION 162(M) OF THE CODE THAT IS SET FORTH IN
SECTION 162(M)(4)(C) OF THE CODE.
(PP)
"SEPARATION" HAS THE MEANING SET FORTH IN THE EMPLOYEE MATTERS
AGREEMENT.
(QQ)
"SHARE" MEANS A SHARE OF COMMON STOCK.
(RR)
"SPECIFIED EMPLOYEE" SHALL MEAN ANY INDIVIDUAL WHO IS A "KEY
EMPLOYEE" (AS DEFINED IN SECTION 416(I) OF THE CODE WITHOUT REGARD TO PARAGRAPH
(5) THEREOF) WITH RESPECT TO THE COMPANY AND ITS AFFILIATES, AS DETERMINED BY
THE COMPANY
(OR THE AFFILIATE, IN THE EVENT THAT THE AFFILIATE AND THE COMPANY
ARE NOT CONSIDERED A SINGLE EMPLOYER UNDER SECTIONS 414(B) OR 414(C) OF THE
CODE) IN ACCORDANCE WITH ITS UNIFORM POLICY WITH RESPECT TO ALL ARRANGEMENTS
SUBJECT TO SECTION 409A OF THE CODE, BASED UPON THE TWELVE (12) MONTH PERIOD
ENDING ON EACH DECEMBER 31ST.
ALL INDIVIDUALS WHO ARE DETERMINED TO BE KEY
EMPLOYEES UNDER SECTION 416(I)(1)(A)(I), (II) OR (III) OF THE CODE (WITHOUT
REGARD TO PARAGRAPH (5) THEREOF) ON DECEMBER 31ST SHALL BE TREATED AS SPECIFIED
EMPLOYEES FOR PURPOSES OF THE PLAN DURING THE TWELVE (12) MONTH PERIOD THAT
BEGINS ON THE FOLLOWING APRIL 1ST.
(SS)
"STOCK APPRECIATION RIGHT" HAS THE MEANING SET FORTH IN
SECTION 5(B).
(TT)
"SUBSIDIARY" MEANS ANY CORPORATION, PARTNERSHIP, JOINT VENTURE,
LIMITED LIABILITY COMPANY OR OTHER ENTITY DURING ANY PERIOD IN WHICH AT LEAST A
50% VOTING OR PROFITS INTEREST IS OWNED, DIRECTLY OR INDIRECTLY, BY THE COMPANY
OR ANY SUCCESSOR TO THE COMPANY.
(UU)
"TANDEM SAR" HAS THE MEANING SET FORTH IN