Exhibit 10.2
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 Jeanette E.
Marbert (“Executive”).
RECITALS
WHEREAS, the Company and the
Executive entered into that certain Employment Agreement, dated as
of July 31, 2008 effective August 20, 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.
The first
paragraph of Section 1(d)(iv) shall be replaced with the
following: “(iv) 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, the Cliff
Vesting Award and 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
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 the fact
that outstanding performance conditions have not been satisfied
shall vest only if,
