8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 18, 2009

Interval Leisure Group, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-34062	26-2590997
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
6262 Sunset Drive, Miami, FL		33143
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 666-1861

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2009, Interval Leisure Group, Inc. entered into amendments of employment agreements with each of Craig M. Nash, Chairman, President and Chief Executive Officer, Jeanette E. Marbert, Chief Operating Officer, and William L. Harvey, Chief Financial Officer.  Each of the amendments is being entered into to provide that equity grants made subsequent to the original effective date of the agreement be treated in the same manner as grants made as of such time. In addition, Mr. Nash’s agreement revises the description of his Annual Bonus Performance Criteria to make it consistent with the revised methodology approved by our compensation committee. This description is qualified in its entirety by reference to the full text of the Second Amendment to Employment Agreement, for each of Mr. Nash, Ms. Marbert and Mr. Harvey which are filed as Exhibits 10.1, 10.2 and 10.3 to this report on Form 8-K.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits to this Form 8-K

Exhibit No.	Description
10.1	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Craig M. Nash.
10.2	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Jeanette E. Marbert.
10.3	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and William L. Harvey.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Interval Leisure Group, Inc.
	By:	/s/ Victoria J. Kincke
	Name:	Victoria J. Kincke
	Title:	Senior Vice President and
		General Counsel
Date:  June 19, 2009

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EXHIBIT LIST

Exhibit No.	Description
10.1	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Craig M. Nash.
10.2	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Jeanette E. Marbert.
10.3	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and William L. Harvey.

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EX-10.1

Exhibit 10.1

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 Craig M. Nash (“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, and at such point as, such performance conditions are satisfied.”

b.Section 2 shall be replaced in its entirety with the following:

“2.TREATMENT OF EXECUTIVE’S EQUITY AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE COMPANY.  In the event that, during the Term, there is consummated a Change of Control (as defined in

the Company Incentive Plan), any portion of the Initial Equity Awards or of Future Equity Awards that is outstanding and unvested at the time of such Change of Control which would have vested during the twenty-four (24) month period following such Change of Control shall vest as of the date of such Change of Control and the Initial Equity Awards and Future Equity Awards shall otherwise continue to vest in accordance with their terms; provided that, for purposes of this provision, the Cliff Vesting Award and any Future Cliff Vesting Award shall be treated as though it vested annually pro rata over its vesting period (e.g., if the Change of Control occurred on the one-year anniversary of the Effective Date, 75% of the Company RSUs subject to the Cliff Vesting Award would vest on the date of consummation of the Change of Control 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 consummation of such Change of Control).  In the event any portion of the Initial Equity Awards or of Future Equity Awards remains unvested following such Change of Control after application of the foregoing sentence, the agreements effectuating the Change of Control shall provide for the assumption or substitution of the unvested Initial Equity Awards and Future Equity Awards by the successor entity (unless the successor entity is the Company, in which case the unvested Initial Equity Awards and Future Equity Awards shall remain outstanding in accordance with their terms).  In no event shall any unvested portion of the Initial Equity Awards or Future Equity Awards be cancelled or forfeited without value in connection with a Change of Control

2.Amendment to Exhibit A.  Exhibit A of the Original Agreement shall be replaced in its entirety with Exhibit A attached hereto.

3.No Other Amendments.  Except for modifications specifically set forth in this Amendment, the Original Agreement shall remain in full force and effect without any other modification.

4.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law therein.

5.Miscellaneous.  The invalidity or unenforceability of any particular provision of this Amendment shall not affect the other provisions hereof, and this Amendment shall be construed in all respects as if the invalid or unenforceable provision were omitted. No alteration, modification, amendment or addition shall be valid unless expressed in writing and signed by or on behalf of Parent and the party against which such alteration, modification, amendment or addition is to be enforced.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date first written above.

INTERVAL LEISURE GROUP, INC.
By:	/s/ Jeanette E. Marbert
	Jeanette E. Marbert
	Chief Operating Officer
/s/ Craig M. Nash
CRAIG M. NASH

EXHIBIT A

ANNUAL BONUS PERFORMANCE CRITERIA

Annual cash bonuses during the term shall be based on corporate financial performance based on an EBITDA target established annually by the compensation committee and based on the Company’s budget or forecasts.  The payout schedule shall be determined annually by the compensation committee and have 100% payout at target EBITDA, with decreasing payouts resulting in no bonus if EBITDA is below a minimum threshold and with increasing payouts resulting in a 200% if EBITDA meets or exceeds a certain threshold.  The minimum and maximum levels of EBITDA shall be determined by the compensation committee.

EX-10.2

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, and at such point as, such performance conditions are satisfied.”

b.Section 2 shall be replaced in its entirety with the following:

“2.TREATMENT OF EXECUTIVE’S EQUITY AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE COMPANY.  In the event

that, during the Term, there is consummated a Change of Control (as defined in the Company Incentive Plan), any portion of the Initial Equity Awards or of Future Equity Awards that is outstanding and unvested at the time of such Change of Control which would have vested during the twenty-four (24) month period following such Change of Control shall vest as of the date of such Change of Control and the Initial Equity Awards and Future Equity Awards shall otherwise continue to vest in accordance with their terms; provided that, for purposes of this provision, the Cliff Vesting Award and any Future Cliff Vesting Award shall be treated as though it vested annually pro rata over its vesting period (e.g., if the Change of Control occurred on the one-year anniversary of the Effective Date, 75% of the Company RSUs subject to the Cliff Vesting Award would vest on the date of consummation of the Change of Control 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 consummation of such Change of Control).  In the event any portion of the Initial Equity Awards or of Future Equity Awards remains unvested following such Change of Control after application of the foregoing sentence, the agreements effectuating the Change of Control shall provide for the assumption or substitution of the unvested Initial Equity Awards and Future Equity Awards by the successor entity (unless the successor entity is the Company, in which case the unvested Initial Equity Awards and Future Equity Awards shall remain outstanding in accordance with their terms).  In no event shall any unvested portion of the Initial Equity Awards or Future Equity Awards be cancelled or forfeited without value in connection with a Change of Control

2.No Other Amendments.  Except for modifications specifically set forth in this Amendment, the Original Agreement shall remain in full force and effect without any other modification.

3.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law therein.

4.Miscellaneous.  The invalidity or unenforceability of any particular provision of this Amendment shall not affect the other provisions hereof, and this Amendment shall be construed in all respects as if the invalid or unenforceable provision were omitted. No alteration, modification, amendment or addition shall be valid unless expressed in writing and signed by or on behalf of Parent and the party against which such alteration, modification, amendment or addition is to be enforced.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date first written above.

INTERVAL LEISURE GROUP, INC.
By:	/s/ Craig M. Nash
	Craig M. Nash
	Chairman, President and Chief Executive Officer
/s/ Jeanette E. Marbert
JEANETTE E. MARBERT

EX-10.3

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, such performance conditions are satisfied.”

b.Section 2 shall be replaced in its entirety with the following:

“2.TREATMENT OF EXECUTIVE’S EQUITY AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE COMPANY.  In the event that, during the Term, there is consummated a Change of Control (as defined in the Company Incentive Plan), any portion of the Initial Equity Awards or of Future Equity Awards that

is outstanding and unvested at the time of such Change of Control which would have vested during the twenty-four (24) month period following such Change of Control shall vest as of the date of such Change of Control and the Initial Equity Awards and Future Equity Awards shall otherwise continue to vest in accordance with their terms; provided that, for purposes of this provision, any Future Cliff Vesting Award shall be treated as though it vested annually pro rata over its vesting period (e.g., if the Change of Control occurred on the one-year anniversary of the grant of a Future Cliff Vesting Award which vests at the end of four years, 75% of the Company RSUs subject to such Future Cliff Vesting Award would vest on the date of consummation of the Change of Control and if the date of termination occurred following the two-year anniversary of the grant of such Future Cliff Vesting Award, all of the Company RSUs subject to such Future Cliff Vesting Award would vest on the date of consummation of such Change of Control).  In the event any portion of the Initial Equity Awards or of Future Equity Awards remains unvested following such Change of Control after application of the foregoing sentence, the agreements effectuating the Change of Control shall provide for the assumption or substitution of the unvested Initial Equity Awards and Future Equity Awards by the successor entity (unless the successor entity is the Company, in which case the unvested Initial Equity Awards and Future Equity Awards shall remain outstanding in accordance with their terms).  In no event shall any unvested portion of the Initial Equity Awards or Future Equity Awards be cancelled or forfeited without value in connection with a Change of Control

2.No Other Amendments.  Except for modifications specifically set forth in this Amendment, the Original Agreement shall remain in full force and effect without any other modification.

3.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law therein.

4.Miscellaneous.  The invalidity or unenforceability of any particular provision of this Amendment shall not affect the other provisions hereof, and this Amendment shall be construed in all respects as if the invalid or unenforceable provision were omitted. No alteration, modification, amendment or addition shall be valid unless expressed in writing and signed by or on behalf of Parent and the party against which such alteration, modification, amendment or addition is to be enforced.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the date first written above.

INTERVAL LEISURE GROUP, INC.
By:	/s/ Craig M. Nash
	Craig M. Nash
	Chairman, President and Chief Executive Officer
/s/ William L. Harvey
WILLIAM L. HARVEY