Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of June 18, 2009 (this
“Amendment”), is by and between Interval Leisure
Group, Inc. (the “Company”) and William L. Harvey
(“Executive”).
RECITALS
WHEREAS, the Company and the
Executive entered into that certain Employment Agreement, dated as
of August 25, 2008, as amended December 30, 2008 (the
“Original Agreement”) relating to the employment of the
Executive by the Company;
WHEREAS, the Company and Executive
desire to make certain amendments to the Original Agreement
pursuant to the terms and subject to the conditions set forth in
this Amendment.
NOW THEREFORE, in consideration of
the premises and the agreements contained herein, the parties
hereto agree as follows:
1.
Amendments to
Standard Terms and Conditions . The Standard Terms
and Conditions of the Original Agreement shall be amended as
follows:
a.
Section 1(d)(iii) shall
be replaced with the following: “(iii) any portion of the
Initial Equity Awards or of any other equity award granted after
the Effective Date under the Company Incentive Plan or any
successor plan (“Future Equity Award”) 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, each Future Equity Award that vests at the end
of a multi-year period (“Future 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 grant
date of a Future Cliff Vesting Award that vests at the end of four
years, 75% of Company RSUs subject to such Future 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 such Future
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 the fact
that outstanding performance conditions have not been satisfied
shall vest only if, and at such point as, s
