Exhibit 10.21
Terms and Conditions for Annual
Restricted Stock Unit Awards
Overview
These Terms and Conditions apply to
the grant awarded to you by Interval Leisure Group, Inc.
(“ILG” or the “Company”) pursuant to
Section 7 of the Interval Leisure Group 2008 Stock and Annual
Incentive Plan (the “Plan”) of restricted stock units
(the “Award”). You were notified of your Award by way
of an award notice (the “Award Notice”).
ALL CAPITALIZED TERMS USED
HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET
FORTH IN THE PLAN.
Continuous Service
In order for your Award to vest, you
must be continuously employed by ILG or any of its Subsidiaries
during the Restriction Period (as defined below). Nothing in
your Award Notice, these Terms and Conditions, or the Plan shall
confer upon you any right to continue in the employ or service of
ILG or any of its Subsidiaries or interfere in any way with their
rights to terminate your employment or service at any
time.
Vesting
Subject to the Award Notice, these
Terms and Conditions and the provisions of the Plan, the Restricted
Stock Units (“RSUs”) in respect to your Award, shall
vest and no longer be subject to any restriction (such period
during which restrictions apply is the “Restriction
Period”):
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Percentage of Total
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Vesting Date
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Award Vesting
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On the first year anniversary of the
Award Date
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25
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%
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On the second year anniversary of
the Award Date
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25
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%
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On the third year anniversary of the
Award Date
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25
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%
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On the fourth year anniversary of
the Award Date
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25
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%
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Termination of
Employment
Subject to the provisions of your
employment agreement, if any, upon the termination of your
employment with ILG or any of its Subsidiaries during the
Restriction Period for any reason, any RSUs still subject to
restriction shall be forfeited and canceled in their entirety
effective immediately upon such termination of employment.
For the avoidance of doubt, transfers of employment among the
Company and its Subsidiaries, without any break in service, is not
a Termination of Employment.
If your employment is terminated by
ILG or any of its Subsidiaries for Cause, or if following any
termination of employment between you and ILG or any of its
Subsidiaries for any reason, ILG determines that during the two
years prior to such termination there was an event or circumstance
that would have been grounds for termination for Cause, your Award
shall be forfeited and canceled in its entirety upon such
termination, and ILG may cause you, immediately upon notice, either
to return the shares issued upon the settlement of RSUs that vested
during the two-year period after the events or circumstances giving
rise to or constituting grounds for termination for Cause or to pay
ILG an amount equal to the aggregate amount, if any, that you had
previously realized in respect of any and all shares issued upon
settlement of RSUs that vested during the two-year period after the
events or circumstances giving rise to or constituting grounds for
such termination for Cause ( i.e. , the value of the RSUs
upon vesting), in each case, including any dividend equivalents or
other distributions received in respect of any such RSUs. This
remedy shall be without prejudice to, or waiver of, any other
remedies ILG or its Subsidiaries may have in such event.
Settlement
Subject to your satisfaction of the
tax obligations described immediately below under “Taxes and
Withholding,” as soon as practicable after any RSUs in
respect of your Award have vested and are no longer subject to the
Restriction Period, such RSUs shall be settled. In no event shall
settlement occur later than two and one half months after the end
of the fiscal year in which the RSUs vest. For each RSU
settled, ILG shall issue one share of Common Stock for each RSU
vesting. Notwithstanding the foregoing, ILG shall be entitled to
hold the shares issuable to you upon settlement of all RSUs that
have vested until ILG or the agent selected by ILG to administer
the Plan (the “Agent”) has received from you (i) a
duly executed Form W-9 or W-8 and (ii) payment for any
federal, state, local or foreign taxes of any kind required by law
to be withheld with respect to such RSUs.
Taxes and
Withholding
No later than the date as of which
an amount in respect of any RSUs first becomes includible in your
gross income for federal, state, local or foreign income or
employment or other tax purposes, ILG or its Subsidiaries shall,
unless prohibited by law, have the right to deduct any federal,
state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount due to you, including
deducting such amount from the delivery of shares issued upon
settlement of the RSUs that gives rise to the withholding
requirement. In the event shares are deducted to cover tax
withholdings, the number of shares withheld shall generally have a
Fair Market Value equal to the aggregate amount of ILG’s
withholding obligation. In the event that any such deduction and/or
withholding is prohibited by law, you shall, prior to
