Terms and Conditions for Cliff Performance RSU Awards (Effective March 24, 2009)

Termination of Employment

Subject to the provisions of your employment agreement, if any, upon the termination of your employment by ILG or any of its Subsidiaries after the first anniversary of the relevant award date but prior to the Third Anniversary (i) by ILG or any of its Subsidiaries without Cause, (ii) due to your death or Disability, (iii) by you for Good Reason (as defined below) or (iv) as a result of the sale, other disposition or other Disaffiliation of the ILG business or division by which you are employed (collectively, a “Qualifying Termination”), you shall retain eligibility to receive, for each completed twelve-month period (measured successively) of continued employment following the relevant award date, one-third of your Cliff Performance RSU Award.  The remaining RSUs covered by your Cliff Performance RSU Award shall be forfeited and canceled in their entirety on the date of your termination of employment.  On the Cliff Performance RSU Award Vesting Date, such portion of the RSUs that remain outstanding shall vest as determined by ILG’s achieved level of EBITDA in the Measurement Year.

By way of example, assume that you are granted a Cliff Performance RSU Award of 1,500 Target RSUs and are terminated without Cause by ILG fourteen (14) months after the relevant award date. At that time, your new Target RSU number shall be 500 (one-third of your original number) and you shall continue to be eligible to receive 1,000 RSUs if the Maximum Hurdle is achieved, which number will be reflected on Smith Barney’s website, www.benefitaccess.com . If on the EBITDA Certification Date (as defined below) the Committee determines that the target level of EBITDA for the Measurement Year has been achieved, you would vest at that time in 500 RSUs.

“Good Reason” shall mean, without your prior written consent: (A) a reduction in your rate of annual base salary or (B) a relocation of your principal place of business more than 35 miles from the city in which your principal place of business was located immediately prior to the relocation. Notwithstanding the foregoing, if you have a valid and effective employment agreement at the time of your termination that defines “Good Reason,” the definition in such agreement shall apply to your Cliff Performance RSU Award.  In order for any termination of employment to be for Good Reason, you must provide notice of the circumstances giving rise to a Good Reason termination to your supervisor and then, if such circumstances are not remedied within thirty (30) days of such notice, you must resign your employment within sixty (60) days of such notice.

Upon the termination of your employment by ILG or any of its Subsidiaries prior to the Third Anniversary for any reason other than a Qualifying Termination, your Cliff Performance RSU Award shall be forfeited and canceled in its entirety effective immediately upon such 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, all outstanding Cliff Performance RSU Awards held by you shall be forfeited and canceled in their 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.

Determination of EBITDA Performance

As soon as reasonably practicable following the date on which ILG releases its earnings for the Measurement Year, the Committee shall certify as to the level of EBITDA that ILG achieved for the Measurement Year, and the resulting percentage of Target RSUs that will vest (the “EBITDA Certification Date”).

Committee Discretion to Adjust EBITDA Performance Hurdles

Decrease of Performance Hurdles. Through the EBITDA Certification Date, the Committee shall retain discretion to decrease Performance Hurdles (or otherwise make adjustments that increase the likelihood of Performance Hurdles being achieved) at any time.  Furthermore, the Committee shall, within 90 days of the discovery of all relevant material facts relating to a Material Reduction Event (as defined below) by the Committee, decrease Performance Hurdles (or otherwise make adjustments that increase the likelihood of Performance Hurdles being achieved), such that, in the Committee’s good faith and sole judgment, the likelihood of achievement of the various Performance Hurdles as adjusted is no less likely than prior to the Material Reduction Event.

A “Material Reduction Event” means a discrete event which is likely to materially decrease EBITDA during the Measurement Year in a manner the Committee determines, in its good faith and sole judgment, is not properly reflective of growth in ILG’s performance in the Measurement Year over ILG’s fiscal year that began three years prior to the commencement of the Measurement Year (e.g., if the Measurement Year is 2009, then the relevant growth period is 2009 over 2006). For purposes of a Material Reduction Event, materiality shall be judged by the Committee without regard to the likelihood of