Current Report Filing (8-k)

Broker Non-Votes

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): May 19, 2015

Diamond Resorts International, Inc.
(Exact name of registrant as specified in its charter)




Delaware	001-35967	46-1750895
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

10600 West Charleston Boulevard, Las Vegas, Nevada		89135
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 702-684-8000

Not Applicable

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:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-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.

Amended and Restated Employment Agreement with Michael Flaskey

On May 19, 2015, Diamond Resorts International Marketing, Inc., a wholly-owned subsidiary of Diamond Resorts International, Inc. (the “Company”), entered into an amended and restated employment agreement (the “Agreement”) with Michael Flaskey, the Company’s Executive Vice President and Chief Sales and Marketing Officer. The term of the Agreement is for three years, and Mr. Flaskey’s annual base salary is $750,000. The Agreement provides for an annual performance bonus target equal to 100% of Mr. Flaskey’s base salary and an annual sales incentive bonus, with the target annual sales incentive bonus opportunity for Mr. Flaskey set at $500,000.

The Company has the right at any time, subject to applicable cure periods, to terminate Mr. Flaskey’s employment for Cause (as defined in the Agreement). Upon termination for Cause, Mr. Flaskey is entitled to receive compensation for pre-termination services, including his base salary through the effective date of the termination, any annual performance bonus and/or sales incentive bonus earned in the prior year that has been authorized by the Company’s Compensation Committee but has not yet been paid, any monthly installment of the sales incentive bonus that is due and earned through the effective date of the termination, and benefits through the effective date of the termination.

The Company also has the right to terminate Mr. Flaskey’s employment for any reason or no reason, at any time. If Mr. Flaskey’s employment with the Company is terminated by the Company without Cause, then, subject to certain exceptions and conditions and in addition to any compensation for pre-termination services, Mr. Flaskey will be entitled to receive $2,000,000, payable in 12 monthly installments commencing in the month following the termination. If within six months following a Change of Control (as defined in the Agreement) Mr. Flaskey’s employment is terminated without Cause or Mr. Flaskey resigns for Good Reason (as defined in the Agreement), then, subject to certain exceptions and conditions and in addition to any compensation for pre-termination services, Mr. Flaskey will be entitled to receive $4,000,000, payable in 12 monthly installments commencing in the month following the termination.

Other than with respect to a resignation for Good Reason after a Change of Control, Mr. Flaskey may resign and terminate his employment at any time upon 90 days written notice, in which event Mr. Flaskey will receive compensation for pre-termination services, but shall not be entitled to any other payments or compensation of any kind.

The Agreement also provides that all payments and benefits otherwise due under the Agreement are subject to recoupment in accordance with the Company’s Executive Officer Incentive Compensation Recoupment (Clawback) Policy and/or in accordance with any revisions or amendments to that policy to the extent required by applicable law, by the rules of the Securities and Exchange Commission, or by the listing requirements of the New York Stock Exchange.

The description of the Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Amendments to Employment Agreements of Executive Officers

On May 20, 2015, Hospitality Management and Consulting Service, L.L.C., a wholly-owned subsidiary of the Company, entered into amendments (the “Amendments”) to the employment agreements with (i)

David F. Palmer, the Company’s President and Chief Executive Officer, (ii) C. Alan Bentley, the Company’s Executive Vice President and Chief Financial Officer, (iii) Howard S. Lanznar, the Company’s Executive Vice President and Chief Administrative Officer, and (iv) Steven F. Bell, the Company’s Executive Vice President, Human Resources.

The Amendments added a provision to each employment agreement to provide that all payments and benefits otherwise due under the employment agreement are subject to recoupment in accordance with the Company’s Executive Officer Incentive Compensation Recoupment (Clawback) Policy and/or in accordance with any revisions or amendments to that policy to the extent required by applicable law, by the rules of the Securities and Exchange Commission, or by the listing requirements of the New York Stock Exchange.

The description of the Amendments set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, which are attached as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to this Form 8-K and are incorporated herein by reference.

Stockholder Approval of 2015 Equity Incentive Compensation Plan and Bonus Compensation Plan

On May 19, 2015, the Company held its 2015 annual meeting of the stockholders, at which the stockholders considered and approved the Company’s 2015 Equity Incentive Compensation Plan (the “Equity Incentive Plan”) and the Company’s Bonus Compensation Plan (the “Bonus Plan”). The Equity Incentive Plan and the Bonus Plan had previously been approved by the Company’s Board of Directors, subject to stockholder approval.

The Equity Incentive Plan, which will be administered by the Company’s Compensation Committee (the “Committee”), is a broad-base plan under which 8,500,000 shares of the Company’s Common Stock are authorized for issuance for awards to officers, employees, consultants, advisors and directors of the Company, including pursuant to awards of restricted stock, restricted stock units, stock options, deferred stock or stock appreciation rights. A description of the Equity Incentive Plan is set forth in the Company’s 2015 Proxy Statement filed with the Securities and Exchange Commission on April 10, 2015 (the “Proxy Statement”) under the caption “Proposal No. 2 – Approval of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan,” and is incorporated herein by reference. The description of the Equity Incentive Plan is qualified in its entirety by reference to the full text of such plan, which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

The forms of Non-Qualified Stock Option Agreement, Restricted Stock Agreement, Restricted Stock Unit Agreement and Non-Employee Director Deferred Stock Agreement under the Equity Incentive Plan are included as Exhibit 10.7, Exhibit 10.8, Exhibit 10.9 and Exhibit 10.10, respectively, to this Current Report on Form 8-K and are hereby incorporated herein by reference.

The Bonus Plan, which also will be administered by the Committee, provides that the Committee may grant performance-based awards intended to qualify as exempt performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, as well as other performance-based awards. A description of the Bonus Plan is set forth in the Proxy Statement under the caption “Proposal No. 3 – Approval of the Diamond Resorts International, Inc. Bonus Compensation Plan,” and is incorporated herein by reference. The description of the Bonus Plan is qualified in its entirety by reference to the full text of such plan, which is attached hereto as Exhibit 10.11 and is incorporated herein by reference.


Item 5.07	Submission of Matters to a Vote of Security Holders.

The 2015 annual meeting of the stockholders of the Company was held on May 19, 2015. Items of business set forth in the Company’s proxy statement dated April 10, 2015 that were voted on and approved at the annual meeting are as follows:

(1) Re-election of each of David F. Palmer, Richard M. Daley and Zachary D. Warren to the Company’s Board of Directors, each for a three-year term expiring at the 2018 Annual Meeting of Stockholders:



Nominee	For	Withheld	Broker Non-Votes
David F. Palmer	51,277,374	12,673,725	3,894,642
Richard M. Daley	45,020,919	18,930,180	3,894,642
Zachary D. Warren	47,104,265	16,846,834	3,894,642

(2) Approval of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan:

(3) Approval of the Diamond Resorts International, Inc. Bonus Compensation Plan:

(4) Advisory vote on the frequency of future advisory votes on executive compensation:



One Year	Two Years	Three Years	Abstain	Broker Non-Votes
59,480,839	101,594	4,366,823	1,843	3,894,642

Following consideration of the stockholder vote on the frequency proposal, the Company’s Board of Directors has determined to hold an advisory vote on executive compensation every year.

(5) Ratification of the appointment of independent registered public accounting firm BDO USA, LLP as the independent auditors of the Company’s financial statements for the fiscal year ending December 31, 2015:

Item 9.01. Financial Statements and Exhibits.

d) Exhibits



Exhibit No.		Description

10.1		Employment Agreement, dated May 19, 2015, by and between Diamond Resorts International Marketing, Inc. and Michael Flaskey.
10.2		First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and David F. Palmer.
10.3		First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and C. Alan Bentley.
10.4		First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Howard S. Lanznar.
10.5		First Amendment to Employment Agreement, dated May 20, 2015, by and between Hospitality Management and Consulting Service, L.L.C. and Steven F. Bell.
10.6		Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Equity Incentive Plan”).
10.7		Form of Non-Qualified Stock Option Agreement under the Equity Incentive Plan.
10.8		Form of Restricted Stock Agreement under the Equity Incentive Plan.
10.9		Form of Restricted Stock Unit Agreement under the Equity Incentive Plan.
10.10		Form of Non-Employee Director Deferred Stock Agreement under the Equity Incentive Plan.
10.11		Diamond Resorts International, Inc. Bonus Compensation Plan.

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.



	Diamond Resorts International, Inc.
May 26, 2015	By: /s/ Jared T. Finkelstein___________ Name: Jared T. Finkelstein Title: Senior Vice President-General Counsel and Secretary

EXHIBIT 10.1

FINAL EXECUTION COPY

EMPLOYMENT AGREEMENT

This Amended & Restated Employment Agreement (the “Agreement”) is entered into as of May 19, 2015 (the “Start Date”) as a three (3) year agreement by and between Diamond Resorts International Marketing, Inc., a Delaware corporation (the “Company”), and Michael Flaskey (the “Executive”), with reference to the following facts:

A.The Company’s parent, Diamond Resorts International, Inc. (“DRII”) and all of its affiliates (collectively, “Diamond”), is headquartered in Las Vegas, Nevada and is a leader in developing, operating, marketing and selling vacation ownership interests.

B. The Company wishes to continue to employ Executive for the position of Executive Vice President, Chief Sales & Marketing Officer of DRII, and Executive wishes to be employed in such position, on the terms and conditions set forth in this Agreement, which amends and restates the prior employment agreement dated January 3, 2013.

NOW, THEREFORE, based on the above premises and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Position and Duties.

1.1 Executive shall be employed by the Company as Executive Vice President, Chief Sales & Marketing Officer of DRII and shall be responsible for global leadership of the Company’s global sales and marketing efforts and organization, reporting to the President and Chief Executive Officer of DRII, and assuming and discharging such responsibilities as are commensurate with Executive’s position. Executive acknowledges that frequent travel may be necessary in carrying out his duties hereunder.

1.2 Executive shall perform his duties faithfully and to the best of his ability and shall devote his full business time and effort to the performance of his duties hereunder and shall not engage in any other business duties or business pursuits or render any services of a professional nature for pay to any entity or person without the prior written consent of the President and Chief Executive Officer of DRII. However, Executive may participate in or serve on boards or committees of, charitable and community service organizations, or with the advance written approval of the Board, not to be unreasonably withheld, on boards of other for-profit companies and industry boards or committees, so long as such activities do not interfere or otherwise compete with the discharge of Executive’s duties hereunder.

2. Term. Except as otherwise provided herein or as the parties may otherwise agree in writing, this Agreement shall be effective as of the Start Date and remain in effect for a period of three (3) years from the Start Date.

3. Compensation. Upon the Start Date of this Agreement, Executive will be compensated as follows:

3.1 Base Salary: For all services to be rendered by Executive pursuant to this Agreement, Executive’s annual base salary will be paid at a rate of $750,000 (Seven Hundred Fifty Thousand Dollars) per year (the “Base Salary”), payable bi-weekly in accordance with the Company’s normal payroll practices. It is possible for the Executive’s Base Salary to be increased, after annual performance reviews conducted each January, based on the sole discretion of the Compensation Committee of DRII (“Compensation Committee”).



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3.2 Annual Performance Bonus:

(i) For the calendar year 2015, Executive will be eligible to earn an “Annual Performance Bonus” under and in accordance with the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan based upon achievement of objectives determined by the Compensation Committee in its discretion, provided they are consistent for similarly situated senior executives of DRII (including the President and CEO, and the other Executive Vice Presidents) (hereinafter “Similarly Situated Executives”). The target amount of this incentive will be $750,000 (Seven Hundred Fifty Thousand Dollars) and the annual bonus may be in a greater or lesser amount if so determined by the Compensation Committee. The Company agrees to pay the calendar year 2015 Annual Performance Bonus that is authorized by the Compensation Committee by March 15, 2016.

(ii) For each calendar year during the term, beginning January 1, 2016, Executive will be eligible to earn an “Annual Performance Bonus” under and in accordance with the Diamond Resorts International, Inc. Bonus Compensation Plan (or any successor plan) based upon achievement of objectives determined by the Compensation Committee in its discretion, provided they are consistent for similarly situated senior executives of DRII (including the President and CEO, and the other Executive Vice Presidents) (hereinafter “Similarly Situated Executives”). The target amount of this incentive will be $750,000 (Seven Hundred Fifty Thousand Dollars) and the annual bonus may be in a greater or lesser amount if so determined by the Compensation Committee. The Company agrees to pay any such Annual Performance Bonus that is authorized by the Compensation Committee by March 15th following the year for which said Annual Performance Bonus is earned. By way of example, the Annual Performance Bonus for calendar year 2016 must be paid by March 15, 2017.

3.3 Sales Incentive:

(i) For the calendar year 2015, Executive will be eligible to earn a Sales Incentive determined by the financial results of the North American Sales & Marketing organization, with an overall annual target amount of $500,000 (Five Hundred Thousand Dollars), payable in monthly installments. The specific criteria for this Sales Incentive were determined by the Compensation Committee under and in accordance with the Diamond Resorts International, Inc. 2013 Incentive Compensation Plan.

(ii) For each calendar year during the term beginning January 1, 2016, Executive will be eligible to earn a Sales Incentive determined by the financial results of the North American Sales & Marketing organization, with an overall annual target amount of $500,000 (Five Hundred Thousand Dollars), payable as follows: An amount of the Sales Incentive up to $250,000 (Two Hundred Fifty Thousand Dollars) per year, will be payable in monthly installments. The specific criteria for this Sales Incentive will be determined by the Compensation Committee in its discretion prior to the start of each calendar year covered by the incentive. To the extent payments would be in excess of $250,000 in a calendar year, Executive will be eligible to earn such excess upon achievement of the objectives determined by the Compensation Committee in its discretion under and in accordance with the Diamond Resorts International, Inc. Bonus Compensation Plan for purposes of eligibility for the Annual Performance Bonus under Section 3.2. Any amount due to Executive in excess of $250,000 under the preceding sentence will be paid at the same time and in addition to any Annual Performance Bonus under Section 3.2.

3.4 Equity Incentive Plans: Executive shall be eligible for participation in the Diamond Resorts International, Inc. Incentive Compensation Plan (or any successor plan) and to participate in any other equity option, share grant or similar program established by Diamond for the benefit of its executives, on a basis consistent with Similarly Situated Executives, subject to the terms of the plans under which awards occur and any associated grant agreements.

3.5 Recoupment of Compensation. Notwithstanding any other provision of this Agreement, all payments and benefits otherwise due under this Agreement will be subject to recoupment (i) in accordance with the Diamond Resorts International, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy, effective April 2, 2015, and attached



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Executive		Company

hereto as Exhibit A, and/or (ii) in accordance with any revisions or amendments to that Policy to the extent required by applicable law, by the rules of the Securities and Exchange Commission, or by the listing requirements of the New York Stock Exchange (or other exchange on which the Company's securities may be listed). No recovery of compensation hereunder will be an event giving rise to a right to resign for Good Reason or “constructive termination” (or similar term) under any agreement with the Company or applicable law.

4. Other Benefits.

4.1 Executive Health Insurance Package and General Programs. Executive shall be entitled to continue to participate in Diamond’s Executive Health Insurance Package available to Diamond executives, subject to its terms and conditions as in effect from time to time. In addition, Executive is entitled to additional benefit programs of the Company or of Diamond for Similarly Situated Executives, if any, to the extent that his/her position, tenure, salary, age, health and other qualifications make him/her eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees and executives at any time.

4.2 Expenses. The Company (or Diamond, as applicable) shall reimburse Executive for reasonable expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, consistent with how the Company (or Diamond, as applicable) handles expense guidelines and reimbursement for Similarly Situated Executives, which procedure for all such executives is subject to change from time to time.

5. Termination.

5.1 Termination for Cause. The Company shall have the right at any time, exercisable immediately upon written notice subject to any available cure periods as set forth before, to terminate Executive’s employment for Cause. “Cause” shall mean (1) Executive’s negligence or willful misconduct in the performance of Executive’s obligations hereunder, (2) breach by Executive of any provision of this Agreement, (3) any felony indictment or conviction of Executive, including a guilty plea by nolo contendere, (4) a failure of Executive to substantially perform his duties hereunder, (5) fraud, embezzlement or any other illegal or wrongful conduct by Executive upon the Company or Diamond, whether prior or subsequent to the Start Date, (6) Executive’s intentional infliction of any damage of material nature to any property of the Company or Diamond, (7) Executive’s use of illegal narcotics or other illegal substances, (8) Executive’s breach of Diamond policies or the Confidentiality and Non-Competition Agreement (the “Confidentiality Agreement”), including without limitation, sexual harassment and discrimination, and (9) Executive’s failure to comply with laws and regulations which are applicable to the Company or to Diamond. Any notice of termination pursuant to this Section 5.1 must be in writing, delivered to Executive in the manner set forth in Section 9.1, and shall specify the action or actions constituting “Cause”. In the case of a breach which is reasonably susceptible to cure, Executive shall have ten business days following Company’s delivery of written notice of termination to cure such breach. Notwithstanding the foregoing, no breach of paragraphs (3), (5), (6) or (7) above shall be subject to cure by Executive. Upon termination for Cause, Executive shall be entitled to receive (i) his Base Salary then in effect through the effective date of the termination, (ii) any Annual Performance Bonus and/or Sales Incentive earned in the prior year that has been authorized by the Compensation Committee but has not yet been paid (including without limitation any payments due and owing under Section 3.3(ii)), (iii) any monthly installment of the Sales Incentive that is due and earned through the effective date of the termination; and (iv) benefits through the effective date of the termination. No other payments or compensation of any kind will be paid.

5.2 Termination Due to Death or Disability. This Agreement shall automatically terminate upon Executive’s death. In addition, if Executive is unable to perform his duties by reason of any mental or physical disability or incapacity for a period of ninety (90) days of any one hundred eighty (180) day period, then upon compliance with applicable law (including without limitation, the Americans with Disabilities Act), the Company may terminate Executive’s employment upon ten (10) days’ written notice. In either such event, Executive will receive (1) his Base Salary then in effect through the effective date of the termination, (2) a pro rata portion of his target Annual



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Executive		Company

Performance Bonus for the calendar year in which the termination takes place (the “Pro Rata Performance Bonus”), (3) any monthly installment of the Sales Incentive that is due and earned through the effective date of the termination, (4) any Annual Performance Bonus and/or Sales Incentive earned in the prior year that has been authorized by the Compensation Committee but has not yet been paid (including without limitation any payments due and owing under Section 3.3.(ii)), and (5) benefits through the effective date of the termination. No other payments or compensation of any kind will be paid.

5.3 Resignation. Executive may resign and terminate his employment at any time upon ninety (90) days written notice in which event Executive will receive the same payment as if Executive were terminated for Cause. No other payments or compensation of any kind will be paid. This Section does not apply in the event of Executive’s resignation for Good Reason, as defined in Section 5.6 below.

5.4 Termination Without Cause. The Company shall have the right to terminate Executive’s employment under this Agreement for any reason or for no reason, at any time and shall provide the Executive written notice of said decision. If Executive is terminated without Cause pursuant to this Section 5.4, subject to (a) the Executive’s continued compliance with each provision of the Confidentiality Agreement and (b) Executive’s execution of a release of all claims against the Company and Diamond (“the Release”), which shall be provided to Executive concurrent with notification of termination and which shall be returned to the Company within 30 days of receipt, Executive will be entitled to receive $2,000,000 (Two Million Dollars) in lieu of any other payments, other than as provided in Section 5.1(i)-(iii) as set forth below. Such amount will be payable in 12 monthly installments commencing on the first day of the month following the effective date of Executive’s termination. All such payments will terminate immediately upon any breach of the Confidentiality Agreement, or post-employment covenant within the Agreement, which shall, for purposes hereof, be deemed a material breach. These payments shall be in addition to the amounts set forth in Section 5.1(i)-(iii). No other payments or compensation of any kind will be paid unless otherwise provided hereunder.

5.5 Termination Without Cause Following Change in Control. Notwithstanding the foregoing, if, within six (6) months following a Change in Control, Executive is terminated without Cause pursuant to Section 5.4, subject to (a) Executive’s continued compliance with each provision of the Confidentiality Agreement, and (b) Executive’s execution of the Release, which shall be provided to Executive concurrent with notification of termination and which shall be returned to the Company within 30 days of receipt, Executive will be entitled to receive $4,000,000 (Four Million Dollars) in lieu of any other payments, other than as provided in Section 5.1(i)-(iii) as set forth below. Such amount will be payable in 12 monthly installments commencing on the first day of the month following the effective date of Executive’s termination. Such payment shall be in lieu of the payments provided under Section 5.4. All such payments will terminate immediately upon any breach of the Confidentiality Agreement, which shall, for purposes hereof, be deemed a material breach. These payments shall be in addition to the amounts set forth in Section 5.1(i)-(iii).

For purposes of this Section 5.5 and Section 5.6, a “Change in Control” shall mean (i) the sale, lease, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of Diamond and its subsidiaries, taken as a whole, (ii) the sale, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of the outstanding equity securities of Diamond, or (iii) the merger, consolidation, recapitalization or reorganization of Diamond with another Person, in each case in clauses (i) and (ii) above under circumstances in which the direct or indirect holders of the voting power of outstanding equity securities, immediately prior to such transaction, are no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly through one or more intermediaries, of more than fifty percent (50%) of the voting power of the outstanding equity securities of the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction.

5.6 Resignation for Good Reason Following Change in Control. Notwithstanding Section 5.3, at any time within six (6) months following a Change in Control, Executive has the



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Executive		Company

right to resign and terminate his employment for Good Reason (as hereinafter defined) upon prior written notice, which notice must be delivered no later than 60 days following the events giving rise to such termination right. Upon such resignation, subject to (a) Executive’s continued compliance with each provision of the Confidentiality Agreement and (b) Executive’s execution of a release of all claims against the Company and Diamond (“the Release”), which shall be provided to Executive concurrent with notification of termination and which shall by returned to the Company within 30 days of receipt, Executive will be entitled to receive $4,000,000 (Four Million Dollars) in lieu of any other payments, other than as provided in Section 5.1(i)-(iii) as set forth below. Such amount will be payable in 12 monthly installments commencing on the first day of the month following the effective date of Executive’s resignation; provided that any payments otherwise due within 30 days of termination shall be paid in the first payroll period beginning thereafter. All such payments will terminate immediately upon any breach of the Confidentiality Agreement or post-employment covenant within the Agreement, which shall, for purposes hereof, be deemed a material breach. These payments shall be in addition to the amounts set forth in Section 5.1(i)-(iii).

(i) A resignation shall be deemed to be for “Good Reason” if, within four (4) months after a Change in Control, Executive provides the Company with written notice of any of the following occurrences within thirty (30) days after its first occurrence and the Company fails to cure such conduct within thirty (30) days of the receipt by the Company of written notice by Employee stating the nature of such conduct: (A) it follows a material reduction of Executive’s duties and responsibilities; (B) it follows Executive’s being required to work solely or substantially at a location more than 50 miles from a location where he has been permitted to work prior to the Change in Control; or (C) it follows a material breach of this Agreement (which shall include, without limitation, a reduction in Executive’s then- effective Base Salary or target Annual Performance Bonus opportunity) by the Company. Good Reason shall also exist if, as of the effective date of the Change in Control, the remaining term of this Agreement (as such may have been amended or extended) is less than one (1) year, and the Executive’s resignation follows the refusal of the Company (or any successor thereto) to enter into either an extension of this Agreement or a new employment agreement with Executive that provides for an employment term of at least one (1) additional year and provides for Executive’s employment on substantially identical terms and conditions (including compensation and benefits) as contained in this Agreement.

5.7 Expiration. Expiration of this Agreement at the end of its term does not constitute Termination under any of the provisions of the Agreement.

6. Indemnification. Notwithstanding the foregoing, the Executive will be entitled to indemnification for all claims to the full extent permitted by Company by-laws and applicable law during and after the termination of Executive’s employment.

7. Advice of Counsel. Executive acknowledges that he has had the opportunity to be represented by counsel in the negotiation of this Agreement and is fully aware of his rights and obligations under this Agreement. The Company agrees to reimburse Executive for reasonable legal fees associated with the review of this Agreement prior to execution.

8. Successors.

8.1 Company’s Successors. This Agreement shall be assigned by the Company to any corporation or other business entity which succeeds to all or substantially all of the business of the Company through merger, consolidation, corporate reorganization or by acquisition of all or substantially all of the assets of the Company and which assumes the Company’s obligations under this Agreement. The terms and conditions of this Agreement including Exhibit B to this Agreement shall inure to the benefit of and be binding upon and shall be enforceable by any such assignee or successor to the business of the Company.

8.2 Executive’s Successors. Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.

9. Notice.



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Executive		Company

9.1 Manner. Any notice required or permitted by this Agreement shall be in English and shall be forwarded to the parties by certified mail, return receipt requested, by personal delivery service, or by facsimile, so long as there is evidence of receipt by the other party, under local law, at the following addresses, or at any subsequent addresses given by the parties:


If to Employee:	Michael Flaskey 5243 Isleworth Country Club Drive Windemere, Florida 34786 Telephone: (702) 219-9026


If to Company:	Diamond Resorts International Marketing, Inc. 10600 West Charleston Blvd Las Vegas, Nevada 89135 Attention: David F. Palmer Tel: (702) 823-7400

Any changes in the above addresses for notice shall be provided to the party to this Agreement pursuant to the above terms within ten (10) days of such change.

9.2 Effectiveness. Any notice or other communication required or permitted to be given under this Agreement will be deemed given on the day when delivered in person, or the business day after the day on which such notice was mailed in accordance with Section 9.1.

10. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice of law rules, of the state of Nevada and venue shall be in Clark County, Nevada. The Company and Executive each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

11. Arbitration. Any dispute between the parties to this Agreement shall be governed by the provisions of Exhibit C: Agreement to Arbitrate Claims, which exhibit is incorporated herein by this reference, provided that the Company may seek injunctive or equitable relief from any court of competent jurisdiction, as provided in the Confidentiality Agreement.

12. Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms hereof, shall not affect the validity or enforceability of any other provision or term of this Agreement.

13. Confidentiality. Executive acknowledges that he concurrently is executing the Confidentiality and Non-Competition Agreement in a form attached hereto as Exhibit B attached hereto and incorporated by this reference.

14. Integration. This Agreement, the Confidentiality Agreement and any associated indemnification agreements represent the entire agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless approved by the Compensation Committee, memorialized in writing and signed by the President and Chief Executive Officer of DRII and Executive.

15. Taxes. All payments made pursuant to this Agreement shall be subject to withholding of such applicable income and employment taxes as the Company determines to be required by applicable law. Executive shall be solely responsible for all taxes imposed on Executive by reason of the receipt of any amount of compensation or benefits payable to Executive under this Agreement. Although the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any additional or excise taxes under Sections 409A or 4999 of the Internal Revenue Code (as amended from time to time, the “Code”), in no event whatsoever shall the Company or any of its affiliates have any obligation to pay, mitigate, or protect Executive from any such tax liabilities, including any imposed under Sections 409A and/or 4999.



	6
Executive		Company

Notwithstanding any other provision of this Agreement, if the total severance-related payments and benefits to be paid to the Executive under this Agreement, along with any other payments to the Executive under any other agreement, plan, program, or arrangement, would result in the Executive being subject to the excise tax imposed by Section 4999 of the Code, the Company shall reduce the aggregate payments hereunder to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the payments provided for in Section 5 of this Agreement are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e., the Executive’s obligations pursuant to that Section of this Agreement to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Section 4999 of the Code, payments will be reduced in a manner that maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax being incurred under Code Section 409A, starting in all cases with reductions of payments and benefits that are exempt from Section 409A.

16. 409 A Compliance. If, at the time of Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), Executive is a “specified employee” (within the meaning of Code Section 409A), any benefit as to which Section 409A penalties could be assessed that becomes payable to Executive on account of Executive’s “separation from service” shall be paid to the Executive, without interest thereon, on the date six months and one day after such separation from service. It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty, or interest under Code Section 409A and the regulations and guidance promulgated thereunder (collectively, the “Nonqualified Deferred Compensation Rules”). This Agreement shall be construed and interpreted consistent with that intent.

With respect to any expenses eligible for reimbursement that are required to be included in Executive’s gross income for federal income tax purposes, such expenses shall be reimbursed to Executive no later than December 31 of the year following the year in which Executive incurs the related expenses. In no event shall the amount of expenses (or in-kind benefits) eligible for reimbursement in one calendar year affect the amount of expenses (or in-kind benefits) eligible for reimbursement in any other calendar year (except for those medical reimbursements referred to in Section 105(b) of the Internal Revenue Code of 1986), nor shall Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. In no event shall any payment under this Agreement that is subject to Code Section 409A be made by the Company (prior to the termination of this Agreement) unless such payment would be classified as a payment upon “separation from service” within the meaning of the Nonqualified Deferred Compensation Rules. Each payment under this Agreement shall be considered a separate payment for purposes of Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-2(b)(2).

17. Counterparts and Facsimile. This Agreement may be executed in counterparts and by facsimile.

Executive has read this Agreement carefully and understands and accepts the obligations which it imposes upon Executive without reservation. No other promises or representations have been made to Executive to induce Executive to sign this Agreement. Executive is signing this Agreement voluntarily and freely.



	7
Executive		Company

EXECUTIVE

_/s/ Michael Flaskey____________________

Michael Flaskey

COMPANY

Diamond Resorts International Marketing, Inc.

By: _/s/ David F. Palmer_______________
Printed Name: David F. Palmer
Title: President and Chief Executive Officer



	8
Executive		Company

EXHIBIT A

EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOUPMENT

(CLAWBACK) POLICY

Introduction

As reflected in the Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers of Diamond Resorts International, Inc. (the “Company”), the Company believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability, including as to financial reporting matters. The Board of Directors of the Company (the “Board”) has therefore adopted this policy (this “Policy”), which provides for the recoupment of certain executive officer compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.

Administration

This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

Incentive Compensation; Covered Executives

This policy applies to Incentive Compensation paid, granted or otherwise awarded to the Company’s current and former executive officers (“Covered Executives”). For purposes of this Policy, (1) “Incentive Compensation” means annual bonuses and other short- and long-term cash incentive awards, stock options, restricted stock awards and other equity or equity-based awards, and (2) “executive officer” means an “officer” as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined by the Board.

Recoupment; Accounting Restatement

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the federal securities laws and the Committee determines that a Covered Executive engaged in fraud or intentional misconduct that materially contributed to the need for such restatement, the Committee will (subject to the exceptions set forth below) seek to require reimbursement or forfeiture of Incentive Compensation received by such Covered Executive during the three-year period preceding the date on which the Company is required to prepare such accounting restatement. The amount of Incentive Compensation to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneously reported financial results over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Committee.

A-1

Exceptions

The Committee shall not seek recovery to the extent it determines that to do so would not be in the best interests of the Company and its stockholders. In making any such determination, the Committee shall take into account such considerations as it deems appropriate, which may include, without limitation, (a) the likelihood of success in recovering the Incentive Compensation under applicable law and the cost and effort associated with the recovery effort, (b) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, and/or (c) the passage of time since the occurrence of the act in respect of the applicable fraud or intentional misconduct.

Notice

Before the Committee determines to seek recovery pursuant to this Policy, it shall provide to the applicable Covered Executive with written notice and the opportunity to be heard, at a meeting of the Committee (which may be in person or telephonic, as determined by the Committee).

Method of Recoupment

The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:

(a) requiring reimbursement of cash incentive compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or

(c)) cancelling outstanding vested or unvested equity (and/or equity-based) awards.

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.

Effective Date

This Policy shall be effective as of April 2, 2015 (the “Effective Date”) and shall apply only to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after the Effective Date, except as otherwise agreed by any Covered Executive.

Other Recoupment Rights

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require the applicable Covered Executive to agree to abide by the terms of this Policy. This Policy does not require the amendment of any employment, equity award or other agreement entered into prior to the

A-2

Effective Date; provided, however, that the Company’s “named executive officers” (i.e., those executive officers of the Company for whom disclosure was required in the Company’s most recent filing with the Securities and Exchange Commission under the Securities Act of 1933 or Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K) and the Company’s Chief Accounting Officer shall be encouraged to amend any such agreement to provide for recoupment of compensation thereunder in accordance with this Policy. Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company.

Successors

To the fullest extent permitted by applicable law, this Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

A-3

Exhibit B
Confidentiality and Non-Competition Agreement

We are pleased that you have decided to continue to serve as an employee of Diamond Resorts International Marketing, Inc. (the “Company”). We are concurrently executing an Employment Agreement with you to serve as an executive of Company’s parent, Diamond Resorts International, Inc. (collectively with all of its affiliates, “Diamond”). As a condition to our offering you the Employment Agreement and to ensure that you understand and agree with some of our more important policies, we have described them in this Agreement. Please read this Agreement carefully and then sign the last page if you understand and agree to it. This is a binding contract.

1. Confidentiality. You acknowledge that, in the course of performing your responsibilities under this Agreement, you will form relationships and become acquainted with Confidential Information. As an employee, you will have access to much of our Confidential Information. By way of example, our Confidential Information includes information about Diamond’s business, independent contractor relationships, contracts, client relationships, potential customers, existing customer names, phone numbers and addresses, Diamond manuals, sales techniques, registration cards, books, records, letters, forms, customer relationships, marketing information, business plans, financial data, bank information, forecasts, strategies, and information about (or acquired from) our business partners. We agree that the existence and negotiation of your employment agreement, and any non-public information exchanged in connection therewith, is confidential. Please note that this is not an exhaustive list of our Confidential Information, and you agree to consult with us in advance if there is any question regarding the confidential nature of any information. You agree to keep this information strictly confidential. You may not use or disclose any of it for any purpose other than as necessary for Diamond business. Furthermore, you agree that if you leave our employ you will continue to treat that information as confidential, and will return all documents and computer discs and files containing that information to us.

2. Inventions. We invest significant time and financial resources in the development of our business. In recognition of this investment, you hereby irrevocably assign to us all interest in any inventions, discoveries, developments, improvements and innovations, whether or not patentable (“Inventions”) which you help develop during your employment with us. If requested by us, you will execute specific assignments and other documents helpful or necessary to evidence our ownership of such inventions and assist us in obtaining or defending patents for such inventions. You will promptly disclose in writing to us any inventions you help develop during your employment with us regardless of whether you believe such inventions will be the property of the Company. We agree to treat such disclosures in confidence.

3. Covenant Not to Compete and Non-Solicitation. You agree that our Confidential Information is valuable to us, and the restrictions on your future employment contained in this Agreement are reasonably necessary in order for us to remain competitive in our business and constitute our protectable legal interests. You agree that during the course of your employment with the Company you have learned and will learn trade secrets and valuable Confidential Information of Diamond, have developed and will develop substantial business relationships with specific customers and prospective customers or clients of Diamond and entities doing business with Diamond, including homeowners associations, and have developed and will develop goodwill on behalf of Diamond in every geographic area in which Diamond owns or manages properties or has plans to do so. You have participated and will participate in specialized training on behalf of Diamond. You acknowledge and agree that misuse or diversion of the information and relationships you have developed on behalf of Diamond anywhere Diamond owns or manages properties or



	B-1
Executive		Company

has plans to do so at the termination of your employment will irreparably injure Diamond. In consideration of our execution of the Employment Agreement and the compensation payable to you under the Employment Agreement, and in recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered, you covenant and agree that you will not directly or indirectly engage in the business of Diamond, which shall include without limitation, timesharing, club or affiliates that (i) operate a timeshare, interval, points membership or vacation membership resort or (ii) have a marketing or sales office that engages in the business of Diamond, anywhere that Diamond owns or manages properties or has plans to do so (“NonCompete Covenant”) during the term of your employment. In addition, if your employment terminates pursuant to Section 5.4 (Termination Without Cause), you agree to abide by the NonCompete Covenant for one (1) year after termination. If your employment terminates pursuant to Section 5.5 (Termination Without Cause Following Change in Control) or Section 5.6 (Resignation for Good Reason Following Change in Control), you agree to abide by the NonCompete Covenant for two (2) years after termination. If your employment terminates due to the expiration of the term of the Agreement, you agree to abide by the NonCompete Covenant only during the term of your employment.

You further agree that for a period of one (1) year following your separation of employment from the Company if your employment terminates pursuant to Section 5.4 (Termination Without Cause), or two (2) years following your separation of employment from the Company if your employment terminates pursuant to Section 5.5 (Termination Without Cause Following Change in Control) or Section 5.6 (Resignation for Good Reason Following Change in Control), you shall not directly or indirectly, whether for pay or otherwise, alone or with or on behalf of others, (a) solicit or contact for the purpose of providing, or provide (regardless of whether you engaged in solicitations) business services of the same type provided by Diamond to any homeowners association with which you have conducted business or with which you have sought to do business on behalf of Diamond; (b) divert or attempt to divert any homeowners association with which you have conducted business or attempted to conduct business on behalf of Diamond to enter into business relationships with any individuals or entities of the same or similar type as the relationships with which they have conducted with Diamond during your employment with the Company; (c) assist, encourage, or induce any homeowners association with which you have dealt on behalf of Diamond during your employment with the Company to terminate or reduce its business relationship with Diamond; (d) solicit or contact any members, prospective purchasers, guests and customers of Diamond to reduce or terminate their relationship with Diamond or to enter into relationships with individuals or entities performing or offering services in competition with Diamond; (e) provide services to any prospective purchasers, guests and customers of Diamond in competition with Diamond; (f) solicit or recruit (whether as a consultant, employee, or independent contractor) any individual who is or who was in the six (6) months preceding the solicitation or recruitment, a team member/employee of Diamond; (g) assist other individuals or entities to do the acts set forth in this Section. It shall not be a defense to a claim of breach of this provision that any homeowners association, owner, prospective purchaser, or customer first contacted you to seek your services. These restrictions shall apply in any jurisdiction and location in which Diamond currently conducts or has active plans to conduct business.

Further, following your separation, you agree that you shall not use or disclose any Confidential Information or trade secrets of Diamond without written authorization of Diamond or as required by law and shall not make false or defamatory statements regarding Diamond, its business, and its officers, directors and employees. To the extent that you have any questions as to whether any of these restrictions apply to any specific employment or business opportunity you



	B-2
Executive		Company

wish to consider you shall contact the President and Chief Executive Officer of DRII in writing setting forth the activities in which you wish to engage and seeking a determination of whether Diamond views such proposed activities as being prohibited by this Agreement. You agree that these prohibitions do not prohibit you from earning a living subject to the obligations contained in this Agreement.

4. Agreements with Former Employers. You represent and warrant to the Company that:


(a)	The performance by you of the obligations under this Agreement will not breach any agreement to keep in confidence proprietary information acquired by you in confidence or in trust prior to your employment by the Company, and during your employment by the Company you will not breach any obligation of confidentiality that you may have to any former employer.

(b)

You have not brought and will not bring to the Company or use in the performance of your duties at the Company any materials or documents of a former employer that are not generally available to the public or otherwise subject to a duty of confidentiality, unless you have obtained express written authorization from the former employer for their possession and use and delivered a copy of such authorization to the Company.

5. Duty to Inform Subsequent Employer. You agree that, if you are no longer employed by us, you will inform any subsequent employer (or client if you engage in consulting work) that you are a party to this Agreement and if requested will provide a copy of this Agreement to such subsequent employer or client.

6. Records. Because of the need for confidentiality, we must maintain tight controls over our business records. Business records are those documents whose primary purpose is to record the actions of Diamond, including marketing and financial matters. You may remove business records from Diamond premises to the extent necessary to carry out your responsibilities under the Employment Agreement. Such documents shall be returned to the premises immediately once they are no longer necessary. All documents must immediately be returned to the Company upon termination of employment.

7. Company Property. You agree that if you leave our employ you will promptly return any Diamond property in your possession wherever it may be located. You also agree to cooperate with and follow the instructions of Diamond and to permit access to professionals retained by Diamond for assistance in removing any digital copies of Diamond documents from the hard drives of computers or electronic data digital storage devices that you use, including flash drives, external hard drives, Personal Data Assistants, cell phones, tablet computers, and other devices. If you do not promptly return such property, we may exercise all of our legal remedies to recover such property, and you agree to reimburse us for all expenses (including attorneys’ fees and court costs) incurred in connection with the attempt to recover such property.

8. Communication with the Public. Under all circumstances, communications with anyone from the media should be strictly limited (other than to say that a call will be referred to the appropriate person within Diamond). Only persons authorized by the President and Chief Executive Officer of DRII shall be entitled to speak with the press on any subject.



	B-3
Executive		Company

9. Injunctive Relief of Breaches. I understand that any failure by me to perform my duties, obligations and agreements in this document could result in irreparable injury to Diamond. We both agree that damages would be an inadequate remedy for the Company in the event of breach or threatened breach of this Agreement. Accordingly, you agree in advance that in addition to the remedies otherwise available to the Company at law, the Company is entitled to receive restraining orders and/or injunctive relief without bond from courts of competent jurisdiction to enforce any of those duties, obligations or agreements.

10. Arbitration. All disputes in connection with or arising out of this Agreement shall be subject to the arbitration provisions attached hereto as Exhibit C, which exhibit is incorporated herein by this reference. The only exception is that either you or we may seek injunctive relieve from any court having jurisdiction. Both parties consent to exclusive jurisdiction in Clark County, Nevada.

11. Severability. If any portion of this Agreement is invalid or unenforceable, or if this Agreement is invalid or unenforceable in any particular circumstance, that fact shall not affect the validity or enforceability of any other provision of this Agreement or its application in any other circumstance. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held overbroad or invalid by a court or arbitrator with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated (and the parties hereby agree to grant the court or arbitrator the authority to perform such restatement) to reflect as nearly as possible the original intentions of the parties in accordance with the applicable law. The remaining provisions of the Agreement shall continue in full force and effect.

12. Governing Law. Our respective rights and liabilities under this Agreement shall be governed by the laws of the State of Nevada, regardless of the choice of law provisions of Nevada or any other jurisdiction.



Date: __________________________	Diamond Resorts International Marketing, Inc. _________________________________ By: David F. Palmer Its: President & CEO

I HAVE CAREFULLY READ AND CONSIDERED THE TERMS OF THIS AGREEMENT. I HAVE ASKED ANY QUESTIONS ABOUT THEM WHICH I MIGHT HAVE HAD AND UNDERSTAND THEIR IMPLICATIONS. I ALSO UNDERSTAND THAT ANY CHANGES IN THIS AGREEMENT MUST BE APPROVED BY THE COMPENSATION COMMITTEE, MEMORIALIZED IN WRITING AND SIGNED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF DRII.



Date: __________________________	_________________________________ Michael Flaskey

DO NOT SIGN THIS AGREEMENT UNLESS YOU UNDERSTAND AND AGREE
TO ALL OF ITS TERMS. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.



	B-4
Executive		Company

Exhibit C
Agreement to Arbitrate Claims

Claims Covered by the Agreement

Diamond Resorts International Marketing, Inc. (the “Company”) and I mutually agree to resolve by arbitration, and only by individual arbitration, all claims, whether or not arising out of my employment (or its termination), that the Company may have against me or that I may have against the Company and any other related or affiliated entity or person, including but not limited to parent, subsidiary and affiliated companies and employees or agents of any of them. I agree that no court or arbitrator shall determine any of my rights or claims on a class, collective or representative basis under any federal, state or local law. I understand, however, that I retain the right to bring claims in arbitration for myself as an individual.

Except as provided in the section titled “Claims Not Covered by the Agreement”, all claims that, in the absence of this Agreement, could have been brought in court are subject to arbitration, whether the claims derive from common law, statute, regulation, or otherwise, including but not limited to tort claims, contract claims, claims for wages, and claims for discrimination, retaliation and/or harassment. Except as otherwise provided in this Agreement, both the Company and I agree that neither of us shall initiate or prosecute any lawsuit in any way related to any claim covered by this Agreement, other than a lawsuit seeking temporary equitable relief in aid of arbitration.

Except as provided in this Agreement, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement.

Claims Not Covered by the Agreement

The following claims are not covered by this Agreement: claims that as a matter of law cannot be subject to arbitration; claims under an employee benefit or pension plan that specifies a different arbitration procedure; and claims asserted in an existing dispute in which both: (i) I currently am represented by legal counsel, and (ii) counsel has asserted such claims on my behalf.

Arbitration Procedures

The arbitration will be held under the auspices of Judicial Arbitration & Mediation Services (“J•A•M•S”), in Las Vegas, Nevada. The Company and I agree that, except as provided in this Agreement, the arbitration shall be held in accordance with its then-current Employment Arbitration Rules & Procedures (and no other J•A•M•S rules), which are currently available at http://www.jamsadr.com/rules-employment-arbitration. I understand that, upon request, the Company will supply me with a copy of the J•A•M•S rules. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to apply any different substantive law or law of remedies. In connection with each arbitration hereunder, the arbitrators shall be bound by the terms of the applicable contracts and the applicable law in making their determinations and shall have no power to vary from the same. In addition, if the issues being arbitrated include issues of law, the parties agree that the arbitrators shall be lawyers.

The Company will be responsible for paying any filing fee and the fees and costs of the Arbitrator; provided, however, that if I am the party initiating the claim, I will contribute an amount



	C-1
Executive		Company

equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which I am (or was last) employed by the Company.

Sole and Entire Agreement

This is the complete agreement of the parties on the subject of arbitration of disputes (except for any arbitration agreement in connection with any pension or benefit plan). This Agreement supersedes any prior or contemporaneous oral or written understandings on the subject. No party is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement.

Construction and Severability

If any provision of the section entitled “Claims Covered by the Agreement” is determined to be void or unenforceable, then this Agreement shall be of no force or effect, because the parties intended to create an agreement to arbitrate individual disputes only. If any other provision of this Agreement is determined to be void or unenforceable, in whole or in part, it shall not affect the validity of the remainder of the Agreement. All other provisions shall remain in full force and effect based on the parties’ mutual intent to create a binding agreement to arbitrate their disputes individually.

Costs of Arbitration

The costs and expenses of the arbitration, including the arbitrator’s fees shall be paid by the non-prevailing party, as determined by the arbitrators as part of the Final Determination. In the event the arbitrators are unable to identify the prevailing party as part of the Final Determination, the arbitrators shall allocate the costs and expenses of the arbitration, including the arbitrators’ fees, in their sole discretion.

Satisfaction of Award

If any party fails to pay the amount of the award, if any, assessed against it within thirty (30) calendar days of the delivery to such party of the Final Determination, the unpaid amount shall bear interest from the date of such delivery at the lesser of (i) the prime lending rate announced by Citibank N.A., plus three percent (3%) and (ii) the maximum rate permitted by applicable usury laws. In addition, such party shall promptly reimburse the other party for any and all costs or expenses of any nature or kind whatsoever (including attorneys’ fees) incurred in seeking to collect such award or to enforce any Final Determination.

Confidentiality of Proceedings

The parties hereto agree that all of the mediation and arbitration proceedings provided for herein, including any notice of claim, the Notice of Arbitration, the submissions of the parties, and the Final Determination issued by the arbitrators, shall be confidential and that no such party shall disclose such confidential information; provided, however, no party shall have an obligation hereunder to keep confidential any matter if and to the extent disclosure thereof is required by applicable law, regulation, court order, fiduciary duty, existing contractual obligation, or accounting rule or custom, as determined by legal counsel or accountants to such party, as applicable; provided, further, that this provision shall not prevent the party prevailing in the arbitration from submitting



	C-2
Executive		Company

the Final Determination to a court for the purpose of enforcing the award, subject to comparable confidentiality provisions if the court agrees.

Voluntary Agreement

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT; THAT I UNDERSTAND ITS TERMS; THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT; AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF AND THE DOCUMENTS THAT ACCOMPANIED ITS DISTRIBUTION TO ME.

I UNDERSTAND THAT I AM GIVING UP MY RIGHT TO A JURY TRIAL.

I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.



Date: __________________________	_________________________________



	C-3
Executive		Company

EXHIBIT 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated this 20th day of May, 2015 (“Effective Date”) is entered into by and between David F. Palmer, an individual (“Executive”), and Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“Company”), sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into an employment agreement on or about January 1, 2015 (“Employment Agreement”); and

WHEREAS, the Parties desire to amend the Employment Agreement as provided below.

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.Incorporation of Recitals. The foregoing recitals are true and accurate and are hereby incorporated into this First Amendment.

2. Amendment. The following provision shall be added to the Employment Agreement as Section 3.4 (Recoupment of Compensation):

Notwithstanding any other provision of this Agreement, all payments and benefits otherwise due under this Agreement will be subject to recoupment (i) in accordance with the Diamond Resorts International, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy, effective April 2, 2015, and attached to this First Amendment as Exhibit “A”, and/or (ii) in accordance with any revisions or amendments to that Policy to the extent required by applicable law, by the rules of the Securities and Exchange Commission, or by the listing requirements of the New York Stock Exchange (or other exchange on which the Company's securities may be listed). No recovery of compensation hereunder will be an event giving rise to a right to resign for Good Reason or “constructive termination” (or similar term) under any agreement with the Company or applicable law.

3. Entire Agreement. This First Amendment including Exhibit “A” and the Employment Agreement constitute the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

IN WITNESS WHEREOF, the Parties have executed and delivered this First Amendment on the date written above.

EXECUTIVE: COMPANY:


David F. Palmer, an individual	Hospitality Management and Consulting Service, L.L.C.

_/s/ David F. Palmer________________ By: _/s/ Jared T. Finkelstein_________

Name: Jared T. Finkelstein

Its: SVP, General Counsel and Secretary

EXHIBIT “A”

DIAMOND RESORTS INTERNATIONAL, INC.

EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOUPMENT

(CLAWBACK) POLICY

Introduction

Administration

This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

Incentive Compensation; Covered Executives

Recoupment; Accounting Restatement

Exceptions

Notice

Method of Recoupment

The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:

(a) requiring reimbursement of cash incentive compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or

(c)) cancelling outstanding vested or unvested equity (and/or equity-based) awards.

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.

Effective Date

Other Recoupment Rights

require the amendment of any employment, equity award or other agreement entered into prior to the Effective Date; provided, however, that the Company’s “named executive officers” (i.e., those executive officers of the Company for whom disclosure was required in the Company’s most recent filing with the Securities and Exchange Commission under the Securities Act of 1933 or Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K) and the Company’s Chief Accounting Officer shall be encouraged to amend any such agreement to provide for recoupment of compensation thereunder in accordance with this Policy. Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company.

Successors

EXHIBIT 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated this 20th day of May, 2015 (“Effective Date”) is entered into by and between C. Alan Bentley, an individual (“Executive”), and Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“Company”), sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into an employment agreement on or about January 1, 2015 (“Employment Agreement”); and

WHEREAS, the Parties desire to amend the Employment Agreement as provided below.

AGREEMENT

1.Incorporation of Recitals. The foregoing recitals are true and accurate and are hereby incorporated into this First Amendment.

2. Amendment. The following provision shall be added to the Employment Agreement as Section 3.4 (Recoupment of Compensation):

IN WITNESS WHEREOF, the Parties have executed and delivered this First Amendment on the date written above.

EXECUTIVE: COMPANY:


C. Alan Bentley, an individual	Hospitality Management and Consulting Service, L.L.C.

_/s/ C. Alan Bentley________________ By: _/s/ Jared T. Finkelstein_________

Name: Jared T. Finkelstein

Its: SVP, General Counsel and Secretary

EXHIBIT “A”

DIAMOND RESORTS INTERNATIONAL, INC.

EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOUPMENT

(CLAWBACK) POLICY

Introduction

Administration

This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

Incentive Compensation; Covered Executives

Recoupment; Accounting Restatement

Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Committee.

Exceptions

Notice

Method of Recoupment

The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:

(a) requiring reimbursement of cash incentive compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or

(c)) cancelling outstanding vested or unvested equity (and/or equity-based) awards.

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.

Effective Date

Other Recoupment Rights

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into

on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require the applicable Covered Executive to agree to abide by the terms of this Policy. This Policy does not require the amendment of any employment, equity award or other agreement entered into prior to the Effective Date; provided, however, that the Company’s “named executive officers” (i.e., those executive officers of the Company for whom disclosure was required in the Company’s most recent filing with the Securities and Exchange Commission under the Securities Act of 1933 or Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K) and the Company’s Chief Accounting Officer shall be encouraged to amend any such agreement to provide for recoupment of compensation thereunder in accordance with this Policy. Any recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company.

Successors

EXHIBIT 10.4

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated this 20th day of May, 2015 (“Effective Date”) is entered into by and between Howard S. Lanznar, an individual (“Executive”), and Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“Company”), sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into an employment agreement on or about January 1, 2015 (“Employment Agreement”); and

WHEREAS, the Parties desire to amend the Employment Agreement as provided below.

AGREEMENT

1.Incorporation of Recitals. The foregoing recitals are true and accurate and are hereby incorporated into this First Amendment.

2. Amendment. The following provision shall be added to the Employment Agreement as Section 3.4 (Recoupment of Compensation):

IN WITNESS WHEREOF, the Parties have executed and delivered this First Amendment on the date written above.

EXECUTIVE: COMPANY:


Howard S. Lanznar, an individual	Hospitality Management and Consulting Service, L.L.C.

_/s/ Howard S. Lanznar______________ By: _/s/ Jared T. Finkelstein_________

Name: Jared T. Finkelstein

Its: SVP, General Counsel and Secretary

EXHIBIT “A”

DIAMOND RESORTS INTERNATIONAL, INC.

EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOUPMENT

(CLAWBACK) POLICY

Introduction

Administration

This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

Incentive Compensation; Covered Executives

Recoupment; Accounting Restatement

Exceptions

Notice

Method of Recoupment

The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:

(a) requiring reimbursement of cash incentive compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.

Effective Date

Other Recoupment Rights

Successors

EXHIBIT 10.5

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) dated this 20th day of May, 2015 (“Effective Date”) is entered into by and between Steven F. Bell, an individual (“Executive”), and Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“Company”), sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into an employment agreement on or about January 1, 2015 (“Employment Agreement”); and

WHEREAS, the Parties desire to amend the Employment Agreement as provided below.

AGREEMENT

1.Incorporation of Recitals. The foregoing recitals are true and accurate and are hereby incorporated into this First Amendment.

2. Amendment. The following provision shall be added to the Employment Agreement as Section 3.3 (Recoupment of Compensation):

IN WITNESS WHEREOF, the Parties have executed and delivered this First Amendment on the date written above.

EXECUTIVE: COMPANY:


Steven F. Bell, an individual	Hospitality Management and Consulting Service, L.L.C.

_/s/ Steven F. Bell_______________ By: _/s/ Jared T. Finkelstein_________

Name: Jared T. Finkelstein

Its: SVP, General Counsel and Secretary

EXHIBIT “A”

DIAMOND RESORTS INTERNATIONAL, INC.

EXECUTIVE OFFICER INCENTIVE COMPENSATION RECOUPMENT

(CLAWBACK) POLICY

Introduction

Administration

This Policy shall be administered by the Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee shall be final and binding on all affected individuals.

Incentive Compensation; Covered Executives

Recoupment; Accounting Restatement

Exceptions

Notice

Method of Recoupment

The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder, which may include, without limitation:

(a) requiring reimbursement of cash incentive compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity (and/or equity-based) awards; and/or

(c)) cancelling outstanding vested or unvested equity (and/or equity-based) awards.

Interpretation

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy.

Effective Date

Other Recoupment Rights

Successors

EXHIBIT 10.6

Diamond Resorts International, Inc.

2015 Equity Incentive Compensation Plan

Table of Contents



		Page
Section 1.	Establishment, Purpose and Duration	1
1.1.	Effective Date and Purpose	1
1.2.	Duration of the Plan	1
Section 2.	Definitions	1
2.1.	“Acquired Entity”	1
2.2.	“Acquired Entity Awards”	1
2.3.	“Approval Date”	1
2.4.	“Available Shares”	1
2.5.	“Award”	1
2.6.	“Award Agreement”	2
2.7.	“Beneficiary”	2
2.8.	“Board”	2
2.9.	“Cause”	2
2.10.	“Change in Control”	2
2.11.	“Code”	3
2.12.	“Committee”	3
2.13.	“Common Stock”	3
2.14.	“Company”	3
2.15.	“Covered Employee”	3
2.16.	“Current Grant”	3
2.17.	“Deferral Account”	3
2.18.	“Deferral Election”	3
2.19.	“Deferred Compensation Award”	3
2.20.	“Deferred Stock”	3
2.21.	“Disability”	3
2.22.	“Disqualifying Disposition”	3
2.23.	“Dividend Equivalent”	3
2.24.	“Effective Date”	3
2.25.	“Eligible Person”	4
2.26.	“Employer”	4
2.27.	“Employment Agreement”	4
2.28.	“Exchange Act”	4
2.29.	“Exercise Date”	4
2.30.	“Fair Market Value”	4
2.31.	“Forfeiture Restriction”	4
2.32.	“Good Reason”	5
2.33.	“Grant Date”	5
2.34.	“Grantee”	5
2.35.	“Immediate Family”	5



2.36.	“Incentive Stock Option”	5
2.37.	“including”	5
2.38.	“Non-Qualified Stock Option”	5
2.39.	“Notice”	5
2.40.	“$100,000 Limit”	5
2.41.	“Option”	5
2.42.	“Option Price”	5
2.43.	“Other Plans”	5
2.44.	“Outside Director”	5
2.45.	“Performance-Based Exception”	6
2.46.	“Performance Goal”	6
2.47.	“Performance Measures”	6
2.48.	“Performance Period”	6
2.49.	“Performance Unit”	6
2.50.	“Permitted Transferee”	6
2.51.	“Person”	6
2.52.	“Plan”	6
2.53.	“Prior Grants”	6
2.54.	“Restricted Stock”	6
2.55.	“Restricted Stock Unit” or “RSU”	6
2.56.	“Restriction”	6
2.57.	“RSU Account”	7
2.58.	“Rule 16b-3”	7
2.59.	“SEC”	7
2.60.	“Section 16 Non-Employee Director”	7
2.61.	“Section 16 Person”	7
2.62.	“Settlement Date”	7
2.63.	“Share”	7
2.64.	“Share-based Awards”	7
2.65.	“Stock Appreciation Right” or “SAR”	7
2.66.	“Strike Price”	7
2.67.	“Subsidiary”	7
2.68.	“Subsidiary Corporation”	7
2.69.	“Substitute Award”	7
2.70.	“Tax Date”	7
2.71.	“10% Owner”	7
2.72.	“Tendered Restricted Shares”	8
2.73.	“Term”	8
2.74.	“Termination of Service”	8
2.75.	“Total Payments”	8
2.76.	“Year”	8
Section 3.	Administration	8
3.1.	Committee.	8



3.2.	Powers of the Committee	9
Section 4.	Shares Subject to the Plan and Adjustments	11
4.1.	Number of Shares Available for Grants.	11
4.2.	Adjustments in Authorized Shares and Awards.	12
Section 5.	Eligibility and General Conditions of Awards	13
5.1.	Eligibility	13
5.2.	Award Agreement	13
5.3.	General Terms and Termination of Service	13
5.4.	Non-transferability of Awards.	15
5.5.	Cancellation and Rescission of Awards	16
5.6.	Substitute Awards	16
5.7.	Exercise by Non-Grantee	16
5.8.	No Cash Consideration for Awards	16
5.9.	Shares and Awards Subject to Applicable Policies.	16
5.10.	Compliance With Code Section 162(m)	17
5.11.	Performance Based Exception Under Section 162(m)	18
5.12.	Changes to Performance Measures.	20
Section 6.	Stock Options	20
6.1.	Grant of Options	20
6.2.	Award Agreement	20
6.3.	Option Price	20
6.4.	Vesting	20
6.5.	Grant of Incentive Stock Options	21
6.6.	Exercise and Payment.	22
6.7.	No Dividend Equivalents.	23
Section 7.	Stock Appreciation Rights	23
7.1.	Grant of SARs	23
7.2.	Award Agreements	23
7.3.	Strike Price	23
7.4.	Vesting	24
7.5.	Exercise and Payment	24
7.6.	Grant Limitations	24
7.7.	Dividend Rights.	24
Section 8.	Restricted Stock	24
8.1.	Grant of Restricted Stock	24
8.2.	Award Agreement	24
8.3.	Consideration for Restricted Stock	24
8.4.	Vesting	25
8.5.	Effect of Forfeiture	25
8.6.	Escrow; Legends	25
8.7.	Stockholder Rights in Restricted Stock	25
Section 9.	Restricted Stock Units	25
9.1.	Grant of Restricted Stock Units	25

iii



9.2.	Award Agreement	25
9.3.	Vesting	26
9.4.	Crediting Restricted Stock Units	26
Section 10.	Deferred Stock	27
10.1.	Grant of Deferred Stock	27
10.2.	Award Agreement	27
10.3.	Deferred Stock Elections.	27
10.4.	Deferral Account.	28
Section 11.	Performance Units	28
11.1.	Grant of Performance Units	28
11.2.	Value/Performance Goals	29
11.3.	Earning of Performance Units	29
11.4.	Adjustment on Change of Position	29
11.5.	Dividend Rights.	29
Section 12.	Dividend Equivalents	29
Section 13.	Change in Control	30
13.1.	Acceleration of Vesting	30
13.2.	Special Treatment In the Event of a Change in Control	30
Section 14.	Amendments and Termination	30
14.1.	Amendment and Termination.	30
14.2.	Previously Granted Awards	31
Section 15.	Beneficiary Designation	31
Section 16.	Withholding	31
16.1.	Required Withholding.	31
16.2.	Notification under Code Section 83(b)	32
Section 17.	General Provisions	32
17.1.	Governing Law	32
17.2.	Severability	32
17.3.	Successors	32
17.4.	Requirements of Law	33
17.5.	Securities Law Compliance	33
17.6.	Code Section 409A	33
17.7.	Mitigation of Excise Tax	34
17.8.	No Rights as a Stockholder	34
17.9.	Awards Not Taken into Account for Other Benefits	34
17.10.	Employment Agreement Supersedes Award Agreement	35
17.11.	Non-Exclusivity of Plan	35
17.12.	No Trust or Fund Created	35
17.13.	No Right to Continued Employment or Awards	35
17.14.	Military Service	35
17.15.	Construction	35
17.16.	No Fractional Shares	36
17.17.	Plan Document Controls	36

Diamond Resorts International, Inc.

2015 Equity Incentive Compensation Plan

Section 1.

Establishment, Purpose and Duration

1.1. Effective Date and Purpose. Diamond Resorts International, Inc., a Delaware corporation (the “Company”), hereby establishes the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Plan”). The Plan is intended to assist the Company in attracting and retaining exceptionally qualified officers, employees, consultants, advisors and directors upon whom, in large measure, the sustained progress, growth and profitability of the Company depend, to motivate such persons to achieve long-term Company goals and to more closely align such persons’ interests with those of the Company’s stockholders by providing them with a proprietary interest in the Company’s growth and performance. The Plan was approved by the Company’s Board of Directors (the “Board”) on March 27, 2015 (the “Approval Date”), subject to approval by the Company’s stockholders, and, if approved by stockholders, the Plan shall become effective on May 19, 2015 (the “Effective Date”). Unless and until approved by the Company stockholders, no shares of Common Stock shall be issued, nor shall any cash payments be made, under the Plan.

1.2. Duration of the Plan. The Plan shall commence on the Effective Date and, subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Section 14 hereof, Awards may be granted hereunder until the earlier to occur of (a) the date all Shares subject to the Plan shall have been purchased or acquired and the Restrictions on all Restricted Stock granted under the Plan shall have lapsed, according to the Plan’s provisions, and (b) ten (10) years from the Effective Date of the Plan (provided that Incentive Stock Options may not be granted hereunder after the tenth (10^th) anniversary of the Approval Date). The expiration or termination of the ability to grant additional awards hereunder, as provided in this Section 1.2 or otherwise, shall not adversely affect any Awards previously granted hereunder.

Section 2.

Definitions

As used in the Plan, in addition to terms elsewhere defined in the Plan, the following terms shall have the meanings set forth below:

2.1. “Acquired Entity” has the meaning set forth in Section 5.6.

2.2. “Acquired Entity Awards” has the meaning set forth in Section 5.6.

2.3. “Approval Date” has the meaning set forth in Section 1.1.

2.4. “Available Shares” has the meaning set forth in Section 4.1(a).

2.5. “Award” means any Option (either a Non-Qualified Stock Option or an Incentive Stock Option), Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock,

Performance Unit, Substitute Award, Share (specifically including, but not limited to, any Shares granted pursuant to a non-employee director share accumulation program that may be adopted under the Plan) or Dividend Equivalent.

2.6. “Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted hereunder between the Company and a Grantee.

2.7. “Beneficiary” means the Person designated to receive Plan benefits, if any, in accordance with Section 15, following a Grantee’s death.

2.8. “Board” has the meaning set forth in Section 1.1.

2.9. “Cause” means, as determined by the Committee, the occurrence of any one of the following: (a) commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the integrity, character or reputation of the Company, or that would cause harm to its customer relations, operations or business prospects; (b) breach of a fiduciary duty owed to the Company; (c) violation or threatening to violate a restrictive covenant agreement, such as a non-compete, non-solicit, or non-disclosure agreement, between an Eligible Person and any Employer; (d) unauthorized disclosure or use of confidential information or trade secrets; (e) violation of any lawful policies or rules of the Company, including any applicable code of conduct; (f) commission of criminal activity; (g) failure to reasonably cooperate in any investigation or proceeding concerning the Company; or (h) neglect or misconduct in the performance of the Grantee’s duties and responsibilities, provided that, if curable, such Grantee did not cure such neglect or misconduct within ten (10) days after the Company gave written notice of such neglect or misconduct to such Grantee; provided, however, that in the event a Grantee is party to an Employment Agreement that contains a different definition of Cause, the definition of Cause contained in such Employment Agreement shall be controlling.

2.10. “Change in Control” means the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the Company), including a “group” as provided in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; (b) (i) the consummation of the Company’s consolidation or merger with or into another corporation other than a majority-owned subsidiary of the Company, or the sale, lease, exchange, or other disposition of at least sixty-five percent (65%) of the Company’s assets, and (ii) the persons who were the members of the Board prior to such consummation do not represent a majority of the directors of the surviving, resulting or acquiring entity or parent thereof; (c) the consummation of a plan of liquidation; or (d) within any period of 12 consecutive months, persons who were members of the Board immediately prior to such 12-month period, together with persons who were first elected as directors (other than as a result of any settlement of a proxy or consent solicitation contest or any action taken to avoid such a contest) during such 12-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 12-month period and who constituted a majority of the Board at the time of such election, cease to constitute a majority of the Board. Notwithstanding the foregoing, a Change in Control shall not occur with respect to a Deferred Compensation Award

unless such Change in Control constitutes a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

2.11. “Code” means the Internal Revenue Code of 1986 (and any successor thereto), as amended from time to time. References to a particular section of the Code include references to regulations and rulings promulgated and in effect thereunder and to any successor provisions.

2.12. “Committee” has the meaning set forth in Section 3.1(a).

2.13. “Common Stock” means common stock, par value $0.001 per share, of the Company.

2.14. “Company” has the meaning set forth in Section 1.1.

2.15. “Covered Employee” means a Grantee who, as of the last day of the fiscal year in which the value of an Award is includable in income for federal income tax purposes, is one of the group of “covered employees,” within the meaning of Code Section 162(m), with respect to the Company.

2.16. “Current Grant” has the meaning set forth in Section 6.5(d).

2.17. “Deferral Account” has the meaning set forth in Section 10.4(a).

2.18. “Deferral Election” has the meaning set forth in Section 10.3(a).

2.19. “Deferred Compensation Award” means an Award that is not exempt from Code Section 409A and, thus, could subject the applicable Grantee to adverse tax consequences under Code Section 409A.

2.20. “Deferred Stock” means a right, granted as an Award under Section 10, to receive payment in the form of Shares (or measured by the value of Shares) at the end of a specified deferral period.

2.21. “Disability” means a mental or physical illness that entitles the Grantee to receive benefits under the long‑term disability plan of an Employer, or if the Grantee is not covered by such a plan or the Grantee is not an employee of an Employer, a mental or physical illness that renders a Grantee totally and permanently incapable of performing the Grantee’s duties for the Company or a Subsidiary; provided, however, that the Grantee of a Deferred Compensation Award shall not be considered to have a Disability unless such Disability also constitutes a “disability” within the meaning of Treasury Regulations Section 1.409A-3(i)(4). Notwithstanding anything to the contrary in this Section 2.21, a Disability shall not qualify under the Plan if it is the result of (i) a willfully self-inflicted injury or willfully self-induced sickness; or (ii) an injury or disease contracted, suffered or incurred while participating in a criminal offense.

2.22. “Disqualifying Disposition” has the meaning set forth in Section 6.5(f).

2.23. “Dividend Equivalent” means any right to receive payments equal to dividends or property, if and when paid or distributed, on Shares or Restricted Stock Units.

2.24. “Effective Date” has the meaning set forth in Section 1.1.

2.25. “Eligible Person” means any (a) officer, employee of an Employer (including leased employees and co-employees with a professional employer organization), (b) non-employee director of the Company or (c) a consultant or advisor to an Employer other than a consultant or advisor whose services for the Employer are in connection with the offer or sale of securities in a capital-raising transaction or directly or indirectly promote or maintain a market for the Company’s securities.

2.26. “Employer” means the Company or any Subsidiary.

2.27. “Employment Agreement” means an employment agreement, offer letter, consulting agreement or other written agreement between an Employer and an Eligible Person which relates to the terms and conditions of such person’s employment or other services for an Employer.

2.28. “Exchange Act” means the Securities Exchange Act of 1934 (and any successor thereto), as amended from time to time. References to a particular section of the Exchange Act include references to rules, regulations and rulings promulgated and in effect thereunder, and to any successors thereto.

2.29. “Exercise Date” means the date the Grantee or other holder of an Award that is subject to exercise delivers notice of such exercise to the Company, accompanied by such payment, attestations, representations and warranties or other documentation required under the Plan and applicable Award Agreement or as the Committee may otherwise specify.

2.30. “Fair Market Value” means, unless otherwise provided in an Award Agreement, as of any applicable date, (a) the closing (last sale) price for one Share on such date as reported on the principal stock exchange or market on which the Company’s Common Stock is then listed or admitted to trading, or on the last previous day on which a sale was reported if no sale of a Share was reported on such date, or (b) if the foregoing subsection (a) does not apply, the fair market value of a Share as reasonably determined in good faith by the Board or the Committee in accordance with Code Section 409A. For purposes of subsection (b), the determination of such Fair Market Value by the Board or the Committee will be made no less frequently than every twelve (12) months and will either (i) use one of the safe harbor methodologies permitted under Treasury Regulations Section 1.409A-1(b)(5)(iv)(B)(2) (or such other similar regulation provision as may be provided) or (ii) include, as applicable, the value of tangible and intangible assets of the Company, the present value of future cash flows of the Company, the market value of stock or other equity interests in similar corporations and other entities engaged in trades or businesses substantially similar to those engaged in by the Company, the value of which can be readily determined through objective means (such as through trading prices on an established securities market or an amount paid in an arm’s length private transaction), and other relevant factors such as control premiums or discounts for

lack of marketability and whether the valuation method is used for other purposes that have a material economic effect on the Company, its stockholders or its creditors.

2.31. “Forfeiture Restriction” means a Restriction which causes the relevant Award to be forfeited to the extent such Restriction does not lapse prior to the Termination of Service of the applicable Grantee.

2.32. “Good Reason” means any of the following which may occur after the date of a Change in Control (without the Grantee’s consent): (a) a material diminution in the Grantee’s authority, duties or responsibilities as in effect immediately prior to such Change in Control; (b) a material reduction by the Company (or its successor) in the Grantee’s base salary or other compensation or benefits from the base salary and other compensation or benefits in effect immediately prior to such Change in Control; or (c) a required relocation of the Grantee’s primary job location immediately prior to such Change in Control to a location more than fifty (50) miles from such prior primary job location; provided, however, that in the event a Grantee is party to an Employment Agreement that contains a different definition of Good Reason, the definition of Good Reason contained in such Employment Agreement shall be controlling.

2.33. “Grant Date” means the date on which an Award is granted, which date may be specified in advance by the Committee.

2.34. “Grantee” means an Eligible Person who has been granted an Award.

2.35. “Immediate Family” means, with respect to a Grantee, the Grantee’s spouse, former spouse, children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces, nephews, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, or sisters-in-law, including adoptive relationships.

2.36. “Incentive Stock Option” means an Option granted under Section 6 that is intended to meet the requirements of Code Section 422.

2.37. “including” or “includes” means “including, but not limited to,” or “includes, but is not limited to,” respectively.

2.38. “Non-Qualified Stock Option” means an Option granted under Section 6 that is not intended to be an Incentive Stock Option.

2.39. “Notice” has the meaning set forth in Section 6.6(a).

2.40. “$100,000 Limit” has the meaning set forth in Section 6.5(d).

2.41. “Option” means a right granted as an Award under the Plan to purchase Shares for the Option Price (as to each Share), and may either be an Incentive Stock Option or a Non-Qualified Stock Option.

2.42. “Option Price” means the price at which a Share may be purchased by a Grantee pursuant to an Option.

2.43. “Other Plans” has the meaning set forth in Section 6.5(d).

2.44. “Outside Director” means a member of the Board who satisfies the requirements to qualify as an “outside director” under Treasury Regulations Section 1.162-27(e)(3).

2.45. “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m) contained in Code Section 162(m)(4)(C) (including, to the extent applicable, the special provision for stock options thereunder).

2.46. “Performance Goal” means the objective and/or subjective criteria determined by the Committee, the degree of attainment of which will affect the amount of the Award the Grantee is entitled to receive or retain. Performance Goals may contain threshold, target and/or maximum levels of achievement.

2.47. “Performance Measures” has the meaning set forth in Section 5.11(a).

2.48. “Performance Period” means that period established by the Committee at the time any Performance Unit is granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to such Award are to be measured.

2.49. “Performance Unit” means any grant pursuant to Section 11 of (a) a bonus consisting of cash or other property the amount or value of which, and/or the receipt of which, is conditioned upon the attainment of any Performance Goals specified by the Committee, or (b) a unit valued by reference to a designated amount of property other than Shares.

2.50. “Permitted Transferee” means, in respect of any Grantee, any member of the Immediate Family of such Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership, limited liability company, corporation or similar entity of which all of the partners, members or stockholders are such Grantee or members of his or her Immediate Family.

2.51. “Person” means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, or other entity or government instrumentality, division, agency, body or department.

2.52. “Plan” has the meaning set forth in Section 1.1 and also includes any appendices and amendments hereto.

2.53. “Prior Grants” has the meaning set forth in Section 6.5(d).

2.54. “Restricted Stock” means any Share issued as an Award under the Plan that is subject to Restrictions.

2.55. “Restricted Stock Unit” or “RSU” means the right granted as an Award under the Plan to receive Shares, conditioned on the satisfaction of Restrictions imposed by the Committee.

2.56. “Restriction” means any restriction on a Grantee’s free enjoyment of the Shares or other rights underlying Awards, including (a) a restriction that the Grantee or other holder may not sell, transfer, pledge or assign a Share or right, and (b) such other restrictions as the Committee may impose in the Award Agreement (including any restriction on the right to vote such Share and the right to receive any dividends). Restrictions may be based upon the passage of time, the satisfaction of performance criteria and/or the occurrence of one or more events or conditions, and shall lapse separately or in combination upon such conditions and at such time or times, in installments or otherwise, as the Committee shall specify.

2.57. “RSU Account” has the meaning set forth in Section 9.4.

2.58. “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.

2.59. “SEC” means the United States Securities and Exchange Commission, or any successor thereto.

2.60. “Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.

2.61. “Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

2.62. “Settlement Date” means the payment date for Restricted Stock Units or Deferred Stock, as set forth in Section 9.4(b) or Section 10.4(c), as applicable.

2.63. “Share” means a share of Common Stock.

2.64. “Share-based Awards” has the meaning set forth in Section 5.3(d).

2.65. “Stock Appreciation Right” or “SAR” means a right granted as an Award under the Plan to receive, as of the date specified in the Award Agreement, an amount equal to the number of Shares with respect to which the SAR is exercised, multiplied by the excess of (a) the Fair Market Value of one Share on the Exercise Date over (b) the Strike Price.

2.66. “Strike Price” means the per-Share price used as the baseline measure for the value of a SAR, as specified in the applicable Award Agreement.

2.67. “Subsidiary” means any Person that directly, or through one (1) or more intermediaries, is controlled by the Company and that would be treated as part of a single controlled group of corporations with the Company under Code Sections 414(b) and 414(c) if the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3) and Treasury Regulations Section 1.414(c)-2.

2.68. “Subsidiary Corporation” has the meaning set forth in Section 6.5.

2.69. “Substitute Award” has the meaning set forth in Section 5.6.

2.70. “Tax Date” has the meaning set forth in Section 16.1(a).

2.71. “10% Owner” has the meaning set forth in Section 6.5(b).

2.72. “Tendered Restricted Shares” has the meaning set forth in Section 6.6(b).

2.73. “Term” means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled.

2.74. “Termination of Service” means: (a) with respect to awards other than Deferred Compensation Awards, the first day on which (i) an individual is for any reason no longer providing services to an Employer as an officer, employee, director, advisor or consultant or (ii) with respect to an individual who is an officer, employee or consultant to a Subsidiary, such entity ceases to be a Subsidiary of the Company and such individual is not providing services to the Company or another Subsidiary; provided, however, that the Committee shall have the discretion to determine whether or when a Grantee who terminates services as an employee, but continues to provide services in the capacity of an officer, consultant, advisor or director immediately following such termination, has incurred a Termination of Service; or (b) with respect to Deferred Compensation Awards, a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) occurs.

2.75. “Total Payments” has the meaning set forth in Section 17.7.

2.76. “Year” means a calendar year.

Section 3.

Administration

3.1. Committee.

(a) Subject to Section 3.2, the Plan shall be administered by the Board or a committee of the Board, as determined by the Board (in either case, the “Committee”). To the extent the Committee is not the Board, the members of the Committee shall be appointed by the Board from time to time and may be removed by the Board from time to time. To the extent the Board considers it desirable to comply with Rule 16b-3 or meet the Performance-Based Exemption, the Committee shall consist of two or more directors of the Company, all of whom qualify as Outside Directors and/or are Section 16 Non-Employee Directors, as applicable. To the extent the Board is not the Committee, the number of members of the Committee shall from time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 and the Performance-Based Exception as then in effect.

(b) Subject to Section 5.11(c), the Committee may delegate, to the fullest extent permitted under applicable law, to any sub-committee of the Committee or to the Chief Executive Officer of the Company (subject, in the case of a delegation to the Chief Executive Officer, to the approval of the head of the Company’s Human Resources Department) any or all of the authority

of the Committee with respect to the grant of Awards to Grantees, other than Grantees who are executive officers and/or are Section 16 Persons at the time any such delegated authority is exercised. Except as provided in the Plan or where contrary to applicable law or the purposes of the Plan, to the extent the Committee has delegated any of its authority granted pursuant to this Section 3.1(b), references in this Plan to the “Committee” shall also include any delegate of the Committee.

3.2. Powers of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority and sole discretion as follows:

(a) to determine when, to whom (i.e., what Eligible Persons) and in what types and amounts Awards should be granted;

(b) to grant Awards to Eligible Persons in any number, and to determine the terms and conditions applicable to each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award will relate, any Option Price or Strike Price, grant price or purchase price, any limitation or Restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture provisions, restrictive covenants, restrictions on exercisability or transferability, any Performance Goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, satisfaction of performance criteria or the occurrence of one or more events or conditions;

(c) to determine the benefit payable under any Award and to determine whether any performance, vesting or transfer conditions, including Performance Measures and Performance Goals, have been satisfied;

(d) to determine whether or not specific Awards shall be granted in conjunction with other specific Awards;

(e) to determine the Term of any Award, as applicable;

(f) to determine the amount, if any, that a Grantee shall pay for Restricted Stock, whether to permit or require the payment of cash dividends thereon to be paid and/or deferred, and the terms related thereto, when Restricted Stock (including Restricted Stock acquired upon the exercise of an Option) shall be forfeited and whether such Shares shall be held in escrow or other custodial arrangement;

(g) to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered (each in accordance with the terms and requirements of the Plan) or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time or to extend the period subsequent to the Termination of Service within which an Award may continue to vest and/or be exercised;

(h) to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting any loss of deductibility by the Company pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Section 162(m), Code Section 409A or otherwise, for the period between the date of exercise and the date of payment or settlement of the Award;

(i) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes and intent of this Plan or to comply with applicable local law and to establish sub-plans for an Eligible Person outside the United States with such provisions as are consistent with the purposes and intent of this Plan as may be suitable in other jurisdictions;

(j) to determine whether a Grantee has a Disability;

(k) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause);

(l) to determine whether an Award is intended to satisfy the Performance-Based Exception; provided that Options and SARs granted hereunder are presumed to be intended to satisfy the Performance-Based Exception unless the Committee specifically determines otherwise;

(m) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(n) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or non-recurring events (including events described in Section 4.2) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided that, unless the Award Agreement provides otherwise in a non-discretionary manner, in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee continues to desire to have the Performance-Based Exception apply;

(o) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(p) to determine the terms and conditions of all Award Agreements applicable to Grantees (which need not be identical) and, with the consent of the applicable Grantee (except as provided in this Section 3.2(p), and Sections 5.5 and 14.2), to amend any Award Agreement at any time; provided, however, that the consent of the Grantee shall not be required for any amendment (i) that does not materially and adversely affect the rights of the Grantee, (ii) that is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new law or regulation, or a change in an existing law or regulation or interpretation thereof, (iii) to

the extent the Award Agreement specifically permits amendment without such consent, or (iv) to the extent such amendment is a termination that is intended to comply with Treasury Regulations Section 1.409A-3(j)(4)(ix);

(q) to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards that may from time to time be exercised by a Grantee and requiring the Grantee to enter into restrictive covenants;

(r) to correct any defect, supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, any rules and regulations adopted hereunder, any Award Agreement or any other instrument entered into or relating to an Award under the Plan; and

(s) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Any action of the Committee with respect to, and taken in accordance with, the Plan shall be final, conclusive and binding on all Persons, including the Company, Subsidiaries, any Grantee, any Eligible Person, any Person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee.

Section 4.

Shares Subject to the Plan and Adjustments

4.1. Number of Shares Available for Grants.

(a) Subject to adjustment as provided in Section 4.2, the aggregate number of Shares that may be delivered under the Plan shall not exceed 8,500,000 Shares (the “Available Shares”). For purposes of this Section 4.1(a), (i) each Share underlying an outstanding Option shall reduce the Available Shares by one (1) Share; (ii) a number equal to the greater of each Share available to be delivered upon exercise of a SAR and the number of Shares underlying such SAR (whether the distribution is made in cash, Shares or a combination thereof) shall reduce the Available Shares by one (1) Share, other than a SAR that, by its terms, from and after the Grant Date thereof is payable only in cash, in which case the Available Shares shall not be reduced; and (iii) each Share delivered pursuant to, or otherwise underlying, an Award other than an Option, SAR or Substitute Award, shall reduce the Available Shares by 1.67 Shares. If any Shares subject to an Award granted hereunder are forfeited or such Award otherwise terminates without the delivery of such Shares, the Shares subject to or otherwise underlying such Award, to the extent of any such forfeiture or termination

and in such amount as such Shares reduced the Available Shares upon grant pursuant to clauses (i) through (iii) of the preceding sentence, shall again be treated as Available Shares and be available for grant under the Plan. If any Award is forfeited or terminated, the Shares subject to such Award, to the extent of any such forfeiture or termination and in such amount as such Shares reduced the Available Shares upon grant pursuant to clauses (i) through (iii) above, shall again be treated as Available Shares and be available for grant under the Plan. For the avoidance of doubt, the following Shares shall not again be considered Available Shares hereunder: (A) Shares withheld to pay the Option Price of an Option; (B) Shares not issued in connection with a stock-settled SAR; (C) Shares purchased on the open market with Option proceeds, and (D) Shares used to satisfy tax withholding obligations.

(b) The Committee shall from time to time determine the appropriate methodology for calculating the number of Shares that have been delivered pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

(c) The maximum number of shares of Common Stock that may be issued under the Plan in this Section 4.1 shall not be affected by (i) the cash payment of dividends or Dividend Equivalents in connection with outstanding Awards; or (ii) any Shares required to satisfy Substitute Awards.

4.2. Adjustments in Authorized Shares and Awards.

(a) In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other securities or property), stock split or combination, forward or reverse merger, reorganization, subdivision, consolidation or reduction of capital, recapitalization, consolidation, scheme of arrangement, split‑up, spin‑off or combination involving the Company or repurchase or exchange of Shares, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the Option Price, Strike Price or other grant or exercise price (as applicable) with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted Stock or relating to any other outstanding Award in connection with which Shares are subject, and (v) the number of Shares with respect to which Awards may be granted to a Grantee; provided, however, that, in each case, with respect to Awards of Incentive Stock Options intended to continue to qualify as Incentive Stock Options after such adjustment, no such adjustment shall be authorized to the extent that such adjustment would cause the Incentive Stock Option to fail to continue to qualify under Code Section 424(a); provided, further, that, unless determined otherwise by the Committee, the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(b) Notwithstanding Section 4.2(a), any adjustments made pursuant to Section 4.2(a) shall be made in such a manner so that, to the extent reasonably possible without increasing the liability of the Company, after such adjustment, Awards continue not to be non-qualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunder).

Section 5.

Eligibility and General Conditions of Awards

5.1. Eligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award.

5.2. Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.

5.3. General Terms and Termination of Service. Except as provided in an Award Agreement or as otherwise provided below in this Section 5.3, all Options or SARs that have not been exercised, or any other Awards that remain subject to Forfeiture Restrictions or that are not otherwise vested or exercisable, at the time of a Termination of Service shall be cancelled and forfeited to the Company. Any Restricted Stock that is forfeited by the Grantee upon Termination of Service shall be reacquired by the Company, and the Grantee shall sign any document and take any other action required to assign such Shares back to the Company.

(a) Options and SARs. Subject to Section 5.3(d) and Section 5.3(e), except as otherwise provided in an Award Agreement:

(i) If the Grantee incurs a Termination of Service due to his or her death or Disability, the Options or SARs shall become fully vested and exercisable at the time of such Termination of Service, and such Options or SARs shall remain exercisable for a period of one (1) year from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised at the end of such one (1) year period, the Options or SARs shall be immediately cancelled and forfeited to the Company.

(ii) If the Grantee either incurs a Termination of Service by an Employer without Cause or a Termination of Service due to Good Reason following a Change in Control, the Options and SARs may thereafter be exercised, to the extent they were vested and exercisable at the time of such Termination of Service (or as a result of such Termination of Service), for a period of ninety (90) days from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised at the end of such ninety (90) day period, the Options or SARs shall be immediately cancelled and forfeited to the Company. To the extent the Options and SARs are not vested and exercisable on the date of such Termination of Service (and do not become vested as a result of such Termination of Service), they shall be immediately cancelled and forfeited to the Company.

(iii) If the Grantee incurs a Termination of Service which is voluntary on the part of the Grantee (and not due to such Grantee’s death, Disability or Termination of Service due to Good Reason following a Change in Control), the Options and SARs may thereafter be exercised, to the extent they were vested and exercisable at the time of such Termination of Service, for a period of thirty (30) days from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised by the end of such thirty (30) day period, the Options or SARs shall be immediately cancelled and forfeited to the Company. To the extent the Options and SARs are not vested and exercisable on the date of such Termination of Service, they shall be immediately cancelled and forfeited to the Company.

(iv) If the Grantee incurs a Termination of Service for Cause, all unexercised Options and SARs (whether vested or unvested) shall be immediately canceled and forfeited to the Company.

(b) Restricted Stock and Restricted Stock Units. Subject to Section 5.3(d) and Section 5.3(e), except as otherwise provided in an Award Agreement:

(i) If Termination of Service occurs by reason of the Grantee’s death or Disability, such Grantee’s Restricted Stock or Restricted Stock Units shall become immediately vested and no longer subject to Restrictions.

(ii) If a Grantee’s Termination of Service occurs by the Employer without Cause, such Grantee’s Restricted Stock or Restricted Stock Units shall become vested and no longer subject to Restrictions as set forth below, and any Restricted Stock or Restricted Stock Units that did not become vested prior to or as of the date of such Termination of Service, and that do not otherwise become vested as set forth in clause (A) or (B) below shall be immediately cancelled and forfeited to the Company (subject to any adjustments as may be permitted pursuant to Section 17.16):


(A)	one-third of the Shares subject to the Restricted Stock Award or one-third of the Restricted Stock Units (as applicable) shall become vested and no longer subject to Restrictions if such Termination of Service without Cause occurs after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date; and


(B)	two-thirds of the Shares subject to the Restricted Stock Award or two-thirds of the Restricted Stock Units (as applicable) shall become vested and no longer subject to Restrictions if such Termination of Service without Cause occurs after the second anniversary of the Grant Date.

(iii) If Termination of Service occurs for any reason other than as described in (i) or (ii) above, all of such Grantee’s Restricted Stock or Restricted Stock Units that are unvested or still subject to Restrictions shall be immediately cancelled and forfeited to the Company.

(c) Dividend Equivalents. If Dividend Equivalents have been credited with respect to any Award and such Award (in whole or in part) is forfeited, all Dividend Equivalents issued in connection with such forfeited Award (or portion of an Award) shall also be forfeited to the Company.

(d) Waiver. Notwithstanding the foregoing provisions of this Section 5.3, the Committee may in its sole discretion as to any Grantee, at the time an Award is granted or thereafter, (i) determine that some or all Awards held by such Grantee shall become exercisable or vested, and/or Restrictions shall lapse, during employment or service or upon a Termination of Service, (ii) determine that some or all Awards held by such Grantee shall continue to become exercisable or vested in full or in installments, and/or Restrictions shall continue to lapse, after a Termination of Service, (iii) extend the period for exercise of some or all Options or SARs held by such Grantee following a Termination of Service (but not beyond the original Term), or (iv) provide that any Award shall in whole or in part not be forfeited upon such Termination of Service. Notwithstanding the preceding sentence, the Committee shall not have the authority under this Section 5.3(d) to (A) take any action with respect to an Award to the extent that such action would cause an Award that is not intended to be deferred compensation subject to Code Section 409A to be subject thereto (or if such Awards are already subject to Code Section 409A, so as not to give rise to liability under Code Section 409A), or (B) accelerate, vest or waive Restrictions with respect to any Awards denominated in, or otherwise based on, Shares (“Share-based Awards”) granted hereunder except for accelerations, waivers or vestings that (x) occur in connection with a Change in Control and otherwise comply with the requirements of Section 13 hereof, (y) occur, with respect to any Grantee, in connection with the death or Disability of such Grantee, or (z) exclusive of the accelerations, vesting and waivers permitted pursuant to the foregoing clauses (x) and (y), do not, in the aggregate affect Awards that relate to in excess of five percent (5%) of the aggregate Shares available under the Plan pursuant to Section 4.1 (as adjusted pursuant to Section 4.2).

(e) One Year Period of Restrictions. Except as otherwise provided pursuant to Section 5.3(d) and Section 13, the vesting period or Restrictions on any Share-based Award granted to any Grantee hereunder shall last for no less than one (1) year. Except as provided pursuant to Section 5.3(d), during the mandated one-year period of vesting or Restrictions, the Committee may not waive the vesting or Restrictions for all or any part of such Award. Notwithstanding the foregoing provisions of this Section 5.3(e), the mandated one-year period of vesting or Restrictions required hereby shall not be required to apply to Awards made to any Grantee who is neither an officer nor an employee of an Employer.

5.4. Non-transferability of Awards.

(a) Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible under applicable law, by the Grantee’s guardian or legal representative.

(b) No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided,

however, that the designation of a Beneficiary to receive benefits in the event of the Grantee’s death, or a transfer by the Grantee to the Company with respect to Restricted Stock, shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance for purposes of this Section 5.4(b). If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a Beneficiary or Beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon the death of the Grantee. A transferee, Beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Grantee shall be subject to the provisions of the Plan and any applicable Award Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.

(c) Notwithstanding Section 5.4(a) and Section 5.4(b) above, to the extent provided in the applicable Award Agreement, Non-Qualified Stock Options may be transferred, without consideration, to a Permitted Transferee. Such Award may be exercised by such Permitted Transferee in accordance with the terms of such Award.

(d) Nothing herein shall be construed as requiring the Committee to honor the order of a domestic relations court regarding an Award, except to the extent required under applicable law.

5.5. Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexercised or unsettled Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan, or is in violation of any restrictive covenant or other agreement with an Employer.

5.6. Substitute Awards. The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate under the circumstances, grant Substitute Awards under the Plan. For purposes of this Section 5.6, “Substitute Award” means an Award granted under the Plan in substitution for stock and stock-based awards (“Acquired Entity Awards”) held by current and former officers, employees or non-employee directors of, or consultants or advisors to, another corporation or entity who become Eligible Persons as the result of a merger, consolidation or combination of the employing corporation or other entity (the “Acquired Entity”) with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of assets or stock of the Acquired Entity (provided such persons held such awards immediately prior to such merger, consolidation, acquisition or combination) in order to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve such preservation of economic value.

5.7. Exercise by Non-Grantee. If any Award is exercised as permitted by the Plan by any Person other than the Grantee, the exercise notice shall be accompanied by such documentation as may reasonably be required by the Committee, including evidence of authority of such Person or Persons to exercise the Award and, if the Committee so specifies, evidence satisfactory to the Company that any estate taxes payable with respect to such Shares have been paid or provided for.

5.8. No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

5.9. Shares and Awards Subject to Applicable Policies. Awards granted pursuant to the Plan, and all Shares related to such Awards, shall be subject to all applicable policies of the Company that relate to (a) share ownership requirements, or (b) recovery of compensation (i.e., clawbacks).

5.10. Compliance With Code Section 162(m) and Other Limits.

(a) Section 162(m) Compliance. To the extent the Committee determines that compliance with the Performance-Based Exception is desirable with respect to an Award, Section 5.10 and Section 5.11 shall apply. In the event that changes are made to Code Section 162(m) to permit additional flexibility with respect to any Awards made under the Plan, the Committee may thereafter, subject to this Section 5.10, make any adjustments to outstanding Awards as it deems appropriate.

(b) Annual Individual Limitations. No Grantee may be granted Awards for Options, or SARs with respect to a number of shares of Common Stock in any one (1) calendar year exceeding 1,000,000 shares, any of all of which may be Incentive Stock Options. No Grantee may be granted Awards for Restricted Stock, Deferred Stock, Restricted Stock Units or Performance Units (or any other Award other than Options or SARs which is determined by reference to the value of Shares or appreciation in the value of Shares) with respect to a number of shares in any one (1) calendar year exceeding 600,000 Shares, but such limit shall only apply to the extent such Awards are intended to satisfy the Performance-Based Exception. If an Award denominated in Shares is cancelled, to the extent such Award was either (i) an Option or SAR, or (ii) was otherwise intended to satisfy the Performance-Based Exception, the Shares subject to the cancelled Award shall continue to count against the maximum number of Shares which may be granted to the applicable Grantee in any calendar year pursuant to this Section 5.10(b). All numbers of shares of Common Stock specified in this Section 5.10(b) shall be adjusted to the extent necessary to reflect adjustments required by Section 4.2. During any Year, no Grantee may be granted cash-based Awards that are intended to satisfy the Performance-Based Exception and have a Performance Period with a duration of up to one year, that have an aggregate maximum payout which could exceed $8,000,000. During any Year, no Grantee may be granted cash-based Awards that are intended to satisfy the Performance-Based Exception and have a Performance Period with a duration of longer than one Year, that have an aggregate maximum payout which could exceed $8,000,000. During any Year, no Grantee who is a member of the Board and is not otherwise employed by the Company may be granted Awards with an aggregate grant date value (calculated by multiplying the Fair Market Value of a Share on the Grant Date by the aggregate number of Shares subject to such Award) that exceeds $1,000,000.00.

(c) Designation of Recipients. The Committee shall designate the individuals eligible to be granted Awards intended to satisfy the Performance-Based Exception. The opportunity to be granted an Award intended to satisfy the Performance-Based Exception shall be evidenced by an Award Agreement in such form as the Committee may approve.

(d) Establishment of Performance Goals. With respect to Awards intended to satisfy the Performance-Based Exception, the Committee shall establish Performance Goals for the applicable

Performance Period (which may be the same or different for some or all Eligible Persons) and may establish the threshold, target and/or maximum vesting provisions for each Grantee for the attainment of specified threshold, target and/or maximum Performance Goals. Performance Goals and vesting provisions shall be set forth in the applicable Award Agreement, and may be weighted for different factors and measures as the Committee shall determine. For Awards with a Performance Period based on a Year, or a period lasting longer than a year, the establishment described in this Section 5.10(d) shall occur within the first ninety (90) days of such Year or Performance Period, as applicable. For Awards with a Performance Period lasting less than a year, the establishment described in this Section 5.10(d) shall occur on or prior to the date that is no later than twenty-five percent (25%) through the duration of the relevant Performance Period.

(e) Committee Certification. Prior to payment of cash or delivery of Shares in connection with any Award that is intended to satisfy the Performance-Based Exception, the Committee shall determine and certify in writing the degree of attainment of Performance Goals. The Committee reserves the discretion to reduce (but not below zero) the amount of an individual’s payment or Share entitlement below the amount that might otherwise be due based on the degree of attainment of Performance Goals. The determination of the Committee to reduce (or not pay) an individual shall not affect the maximum amount payable to any other individual. No amount shall be payable in respect of an Award intended to qualify for the Performance-Based Exception unless at least the established threshold Performance Goal (if any) is attained.

5.11. Performance Based Exception Under Section 162(m).

(a) Performance Measures. Subject to Section 5.11(b), unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general Performance Measures set forth in this Section 5.11(a), for Awards (other than Options and SARs) designed to qualify for the Performance-Based Exception, the objective performance criteria shall be based upon one or more of the following (each a “Performance Measure”):

(i) Earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-Share basis);

(ii) Net income or loss (either in the aggregate or on a per-Share basis);

(iii) Operating profit;

(iv) Cash flow (either in the aggregate or on a per-Share basis);

(v) Free cash flow (either in the aggregate on a per-Share basis);

(vi) Costs;

(vii) Revenues;

(viii) Management and member service revenues;

(ix) Vacation interest sales;

(x) Club revenues;

(xi) Measures of guest satisfaction;

(xii) Reductions in expense levels;

(xiii) Operating cost management and employee productivity;

(xiv) Share price or total stockholder return (including growth measures and total stockholder return (on an absolute or relative basis) or attainment by the Shares of a specified value for a specified period of time);

(xv) Net economic value;

(xvi) Economic value added;

(xvii) Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, return on assets, return on equity, return on capital, return on investment, cost targets and goals relating to acquisitions or divestitures; and

(xviii) Debt ratings, debt leverage and debt service;

provided that applicable Performance Measures may be applied on a pre- or post-tax basis; and provided further that the Committee may, on the Grant Date of an Award intended to comply with the Performance-Based Exception, and in the case of other Awards, at any time, provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss.

(b) Flexibility in Setting Performance Measures. The level of performance required with respect to any Performance Measure may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to different Grantees. The Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Grantee, a department, unit, division or function within the Company or any one or more Subsidiaries or the Company as a whole; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).

upward; and provided further that the Committee shall retain the discretion to adjust any Award downward. The Committee may not delegate any responsibility with respect to any Award intended to qualify for the Performance-Based Exception. All determinations by the Committee as to the achievement of the Performance Measure(s) shall be in writing prior to payment of the Award.

5.12. Changes to Performance Measures. In the event that applicable laws, rules or regulations change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

Section 6.

Stock Options

6.1. Grant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

6.2. Award Agreement. Each Option grant shall be evidenced by an Award Agreement in such form as the Committee may approve that shall specify the Grant Date, the Option Price, the Term (which shall be ten (10) years from its Grant Date unless the Committee otherwise specifies a shorter period in the Award Agreement), the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions (including Restrictions) not inconsistent with the provisions of the Plan as the Committee shall determine. Notwithstanding the foregoing, the Term of any Option (other than Incentive Stock Options) granted hereunder shall be automatically extended if, absent the extension provided by this sentence, the Term of such Option would expire at a time when trading by the Grantee in shares of Common Stock is prohibited by law or any applicable insider trading policy of the Company, as determined by the Company’s insider trading compliance officer. Any Term extension pursuant to the preceding sentence shall last until thirty (30) days following the expiration of the trading prohibition described in the preceding sentence.

6.3. Option Price. The purchase Option Price under an Option shall be determined by the Committee; provided, however, that the Option Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. Subject to the adjustment allowed in Section 4.2, or as otherwise permissible under this Section 6.3, neither the Committee nor the Board shall have the authority or discretion to change the Option Price of any outstanding Option. Without the approval of the Company’s stockholders, neither the Committee nor the Board will amend or replace previously granted Options or SARs in a transaction that constitutes “repricing,” which for this purpose means any of the following or any action that has the same effect: (a) lowering the Option Price of an Option or the Strike Price of an SAR after it is granted; (b) any other action that is treated as a repricing under generally accepted accounting principles; (c) cancelling an Option or SAR at a time when its Option Price or Strike Price, as applicable, exceeds the Fair Market Value of the underlying Shares, in exchange for another Award, other equity, cash or other property;

provided that the foregoing transactions shall not be deemed a repricing if effected pursuant to an adjustment authorized under Section 4.2 or in connection with a Change in Control.

6.4. Vesting. Unless otherwise specified in the applicable Award Agreement, Section 5.3(a) or Section 13 (but subject to Section 5.3(d) and Section 5.3(e)), Options shall become vested and exercisable as follows (subject to any adjustments as may be permitted pursuant to Section 17.16):

(a) the Option shall vest with respect to one-third of the Shares purchasable under the Option on the first anniversary of the Grant Date;

(b) the Option shall vest with respect to an additional one-third of the Shares purchasable under the Option on the second anniversary of the Grant Date; and

(c) the Option shall vest with respect to the remaining Shares purchasable under the Option on the third anniversary of the Grant Date.

6.5. Grant of Incentive Stock Options. At the time of the grant of any Option, the Committee may, in its discretion, designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

(a) shall be granted only to an employee of the Company or a Subsidiary Corporation (as defined below in this Section 6.5);

(b) shall have an Option Price of not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock treated as owned under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “10% Owner”), have an Option Price not less than one hundred ten percent (110%) of the Fair Market Value of a Share on its Grant Date;

(c) shall have a Term of not more than ten (10) years (five (5) years if the Grantee is a 10% Owner) from its Grant Date, and shall be subject to earlier termination as provided herein or in the applicable Award Agreement;

(d) shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other equity incentive plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”)) are exercisable for the first time by such Grantee during any Year (“Current Grant”), determined in accordance with the provisions of Code Section 422, which exceeds $100,000 (the “$100,000 Limit”);

(e) shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans that are exercisable for the first time during a Year (“Prior Grants”)

would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate Non-Qualified Stock Option at such date or dates as are provided in the Current Grant;

(f) shall require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to holding periods and certain disqualifying dispositions) (“Disqualifying Disposition”), within ten (10) days of such a Disqualifying Disposition;

(g) shall, by its terms, not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a Beneficiary to exercise his or her Incentive Stock Option after the Grantee’s death; and

(h) shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Code Section 422 for an Incentive Stock Option, be treated for all purposes of the Plan as a Non-Qualified Stock Option.

For purposes of this Section 6.5, “Subsidiary Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Notwithstanding the foregoing and Sections 3.2(p) and 14.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

6.6. Exercise and Payment.

(a) Except as may otherwise be provided by the Committee in an Award Agreement, an Option shall be exercised by the delivery of a written notice (“Notice”) to the Company setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment (including any applicable tax withholding) for the Shares made by any one or more of the following means on the Exercise Date (or such other date as may be permitted in writing by the Secretary of the Company):

(i) cash, personal check, money order, cashier’s check, or wire transfer;

(ii) with the approval of the Committee, Shares or Shares of Restricted Stock, each valued at the Fair Market Value of a Share on the Exercise Date; or

(iii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together

with, if requested by the Company, the amount of applicable withholding taxes payable by the Grantee by reason of such exercise.

(b) The Committee may, in its discretion, specify that, if any Shares of Restricted Stock (“Tendered Restricted Shares”) are used to pay the Option Price, (i) all the Shares acquired on exercise of the Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date.

(c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option.

(d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee (or, if permitted in the applicable Award Agreement, the Grantee) may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish.

6.7. No Dividend Equivalents. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 7.

Stock Appreciation Rights

7.1. Grant of SARs. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person on a standalone basis or in tandem with an Option. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate.

7.2. Award Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve, which shall specify the Grant Date, the Strike Price, the Term (which shall be ten (10) years from its Grant Date unless the Committee otherwise specifies a shorter period in the Award Agreement), the number of Shares to which the SAR pertains, the time or times at which such SAR shall be exercisable and such other provisions (including Restrictions) not inconsistent with the provisions of the Plan as shall be determined by the Committee. Notwithstanding the foregoing, the Term of any SAR granted hereunder shall be automatically extended if, absent the extension provided by this sentence, the Term of such SAR would expire at a time when trading by the Grantee in shares of Common Stock is prohibited by

law or any applicable insider trading policy of the Company, as determined by the Company’s insider trading compliance officer. Any Term extension pursuant to the preceding sentence shall last until thirty (30) days following the expiration of the trading prohibition described in the preceding sentence.

7.3. Strike Price. The Strike Price of a SAR shall be determined by the Committee in its sole discretion; provided, however, that the Strike Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date of the SAR. Subject to the adjustment allowed in Section 4.2, or as otherwise permissible under Section 6.3, neither the Committee nor the Board shall have the authority or discretion to change the Strike Price of any outstanding SAR.

7.4. Vesting. Unless otherwise specified in the applicable Award Agreement, Section 5.3(a) or Section 13 (but subject to Section 5.3(d) and Section 5.3(e)), SARs shall become vested and exercisable as follows (subject to any adjustments as may be permitted pursuant to Section 17.16):

(a) the SAR shall vest with respect to one-third of the Shares to which the SAR pertains on the first anniversary of the Grant Date;

(b) the SAR shall vest with respect to an additional one-third of the Shares to which the SAR pertains on the second anniversary of the Grant Date; and

(c) the SAR shall vest with respect to the remaining Shares to which the SAR pertains on the third anniversary of the Grant Date.

7.5. Exercise and Payment. Except as may otherwise be provided by the Committee in an Award Agreement, SARs shall be exercised by the delivery of a Notice to the Company, setting forth the number of Shares with respect to which the SAR is to be exercised. No payment of a SAR shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 16.1. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine.

7.6. Grant Limitations. The Committee may at any time impose any other limitations or Restrictions upon the exercise of SARs that it deems necessary or desirable in order to achieve desirable tax results for the Grantee or the Company.

7.7. Dividend Rights. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 8.

Restricted Stock

8.1. Grant of Restricted Stock. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Stock to any Eligible Person in such amounts as the Committee shall determine.

8.2. Award Agreement. Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Restrictions, the number of Shares subject to the Restricted Stock Award, and such other provisions not inconsistent with the provisions of the Plan as the Committee shall determine. The Committee may impose such Restrictions on any Award of Restricted Stock as it deems appropriate, including time-based Restrictions, Restrictions based upon the achievement of specific Performance Goals, Restrictions based on the occurrence of a specified event, Restrictions under applicable laws or pursuant to a regulatory entity with authority over the Company or a Subsidiary, and/or a combination of any of the foregoing.

8.3. Consideration for Restricted Stock. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Stock.

8.4. Vesting. Subject to Section 5.3(d) and Section 5.3(e), unless otherwise specified in the applicable Award Agreement, Section 5.3(b) or Section 13 (but subject to Section 5.3(e)), a Restricted Stock Award shall become fully vested on the third anniversary of the Grant Date.

8.5. Effect of Forfeiture. If Restricted Stock is forfeited, and if the Grantee was required to pay for such Shares of Restricted Stock or acquired such Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Stock to the Company at a price equal to the lesser of (a) the amount paid by the Grantee for such Restricted Stock or the Option Price, as applicable, and (b) the Fair Market Value of a Share on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as administratively practical following the forfeiture of Restricted Stock. Such Restricted Stock shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such Restricted Stock.

8.6. Escrow; Legends. The Committee may provide that the certificates for any Restricted Stock (a) shall be held (together with a stock power executed in blank by the Grantee) in escrow or other custodial arrangement by the Secretary of the Company until such Restricted Stock becomes non-forfeitable or vested and transferable, or is forfeited and/or (b) shall bear an appropriate legend restricting the transfer of such Restricted Stock under the Plan. If any Restricted Stock becomes non-forfeitable or vested and transferable, the Company shall cause certificates for such Shares to be delivered without such legend or shall cause a release of restrictions on a book-entry account maintained by the Company’s transfer agent.

8.7. Stockholder Rights in Restricted Stock. Restricted Stock, whether held by a Grantee or in escrow or other custodial arrangement by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Stock, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Shares of Restricted Stock. Stock dividends and deferred cash dividends issued with respect to Restricted Stock shall be subject to the same Restrictions and other terms (including forfeiture) as apply to the Shares of Restricted Stock with respect to which such dividends are issued. The Committee may, in its discretion, provide for payment of interest on deferred cash dividends.

Section 9.

Restricted Stock Units

9.1. Grant of Restricted Stock Units. Subject to and consistent with the provisions of the Plan and applicable requirements of Code Sections 409A(a)(2), (3) and (4), the Committee, at any time and from time to time, may grant Restricted Stock Units to any Eligible Person, in such amount and upon such terms as the Committee shall determine. A Grantee shall have no stockholder voting rights with respect to Restricted Stock Units.

9.2. Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Restrictions, the number of Shares subject to the Restricted Stock Units granted, and such other provisions not inconsistent with the Plan or Code Section 409A as the Committee shall determine. The Committee may impose such Restrictions on Restricted Stock Units as it deems appropriate, including time-based Restrictions, Restrictions based on the achievement of specific Performance Goals, Restrictions based on the occurrence of a specified event, or Restrictions under securities laws or pursuant to a regulatory entity with authority over the Company or a Subsidiary, and/or a combination of any of the above.

9.3. Vesting. Unless otherwise specified in the applicable Award Agreement, Section 5.3(b) or Section 13 (but subject to Section 5.3(d) and Section 5.3(e)), Restricted Stock Units shall become fully vested on the third anniversary of the Grant Date.

9.4. Crediting Restricted Stock Units. The Company shall establish an account (“RSU Account”) on its books for each Eligible Person who receives a grant of Restricted Stock Units. Restricted Stock Units shall be credited to the Grantee’s RSU Account as of the Grant Date of such Restricted Stock Units. RSU Accounts shall be maintained for recordkeeping purposes only, and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to RSU Accounts. The obligation to make distributions of securities or other amounts credited to RSU Accounts shall be an unfunded, unsecured obligation of the Company.

(a) Crediting of Dividend Equivalents. Except as otherwise provided in an Award Agreement, whenever dividends are paid or distributions made with respect to Shares, Dividend Equivalents shall be credited to RSU Accounts on all Restricted Stock Units credited thereto as of the record date for such dividend or distribution. Such Dividend Equivalents shall be credited to the RSU Account in the form of additional Restricted Stock Units in a number of Shares determined by dividing the aggregate value of such Dividend Equivalents by the Fair Market Value of a Share on the payment date of such dividend or distribution.

(b) Settlement of RSU Accounts. Except as otherwise provide in an Award Agreement, the Company shall settle an RSU Account by delivering to the holder thereof (which may be the Grantee or his or her Beneficiary, as applicable) a number of Shares equal to the whole number of Restricted Stock Units then credited to the Grantee’s RSU Account (or a specified portion in the event of any partial settlement); provided, however, that, unless otherwise determined by the Committee, any fractional Shares underlying Restricted Stock Units remaining in the RSU Account on the Settlement Date shall either be forfeited or distributed in cash in an amount equal to the Fair

Market Value of one Share as of the Settlement Date multiplied by the remaining fractional Restricted Stock Unit, as determined by the Committee. Unless otherwise provided in an Award Agreement, the Settlement Date for all Restricted Stock Units credited to a Grantee’s RSU Account shall be as soon as administratively practical following the date on which Restrictions applicable to an Award of Restricted Stock Units have lapsed, but in no event shall such Settlement Date be later than March 15 of the Year following the Year in which the Restrictions applicable to an Award of Restricted Stock Units have lapsed. Unless otherwise provided in an Award Agreement, in the event of a Grantee’s Termination of Service prior to the lapse of such Restrictions, such Grantee’s Restricted Stock Units shall be immediately cancelled and forfeited to the Company.

Section 10.

Deferred Stock

10.1. Grant of Deferred Stock. Subject to and consistent with the provisions of the Plan and applicable requirements of Code Sections 409A(a)(2), (3), and (4), the Committee, at any time and from time to time, may grant Deferred Stock to any Eligible Person in such number, and upon such terms, as the Committee, at any time and from time to time, shall determine (including, to the extent allowed by the Committee, grants at the election of a Grantee to convert Shares to be acquired upon lapse of Restrictions on Restricted Stock or Restricted Stock Units into such Deferred Stock). A Grantee shall have no voting rights in Deferred Stock.

10.2. Award Agreement. Each grant of Deferred Stock shall be evidenced by an Award Agreement that shall specify the number of Shares underlying the Deferred Stock subject to an Award, the Settlement Date such Shares of Deferred Stock shall be settled and such other provisions as the Committee shall determine that are in accordance with the Plan and Code Section 409A.

10.3. Deferred Stock Elections.

(a) Making of Deferral Elections. If and to the extent permitted by the Committee, an Eligible Person may elect (a “Deferral Election”), at such times and in accordance with rules and procedures adopted by the Committee (which shall comport with Code Section 409A), to receive all or any portion of such Eligible Person’s salary, bonus (including, for the avoidance of doubt, bonuses paid under another plan of the Company) and/or cash retainer (in the case of a director) (including any cash or Share Award, other than Options or SARs) either in the form of a number of shares of Deferred Stock equal to the quotient of the amount of salary, bonus and/or cash retainer or other permissible Award to be paid in the form of Deferred Stock divided by the Fair Market Value of one Share on the date such salary, bonus, cash retainer or other such Award would otherwise be paid in cash or distributed in Shares or pursuant to such other terms and conditions as the Committee may determine. The Grant Date for an Award of Deferred Stock made pursuant to a Deferral Election shall be the date the deferrable amount subject to a Deferral Election would otherwise have been paid to the Grantee in cash or Shares.

(b) Timing of Deferral Elections. An initial Deferral Election must be filed with the Company (pursuant to procedures established by the Committee) no later than (i) December 31 of the Year preceding the Year in which the amounts subject to the Deferral Election would otherwise be earned, or (ii) only in the first year of eligibility for participation in the Plan, within thirty (30) days of first becoming eligible for such participation, subject in each case to such restrictions and advance filing requirements as the Company may impose. A Deferral Election shall be irrevocable as of the filing deadline, unless the Company has specified an earlier time at which it shall be irrevocable. Each Deferral Election shall remain in effect with respect to subsequently earned amounts unless the Eligible Person revokes or changes such Deferral Election. Any such revocation or change shall have prospective application only and must be made at a time at which a subsequent Deferral Election is permitted.

(c) Subsequent Deferral Elections. A Deferral Election (other than an initial Deferral Election) made with respect to a Deferred Compensation Award must meet the timing requirements for a subsequent deferral election as specified in Treasury Regulations Section 1.409A-2(b).

10.4. Deferral Account.

(a) Establishment of Deferral Accounts. The Company shall establish an account (“Deferral Account”) on its books for each Eligible Person who receives a grant of Deferred Stock or makes a Deferral Election. Deferred Stock shall be credited to the Grantee’s Deferral Account as of the Grant Date of such Deferred Stock. Deferral Accounts shall be maintained for recordkeeping purposes only, and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to Deferral Accounts. The obligation to make distributions of securities or other amounts credited to Deferral Accounts shall be an unfunded, unsecured obligation of the Company.

(b) Crediting of Dividend Equivalents. Except as otherwise provided in an Award Agreement, whenever dividends are paid or distributions made with respect to Shares, Dividend Equivalents shall be credited to Deferral Accounts on all Deferred Stock credited thereto as of the record date for such dividend or distribution. Such Dividend Equivalents shall be credited to the Deferral Account in the form of additional Deferred Stock in a number determined by dividing the aggregate value of such Dividend Equivalents by the Fair Market Value of a Share at the payment date of such dividend or distribution.

(c) Settlement of Deferral Accounts. The Company shall settle a Deferral Account by delivering to the holder thereof (which may be the Grantee or his or her Beneficiary, as applicable) a number of Shares equal to the number of Shares of Deferred Stock then credited to the Grantee’s Deferral Account (or a specified portion in the event of any partial settlement); provided, however, that, unless otherwise determined by the Committee, any fractional Shares of Deferred Stock remaining in the Deferral Account on the Settlement Date shall either be forfeited or distributed in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional Share, as determined by the Committee. The Settlement Date for all Deferred Stock credited in a Grantee’s Deferral Account shall be determined in accordance with Code Section 409A and shall be specified in the applicable Award Agreement or Deferral Election. The Settlement Date for Deferred Stock, as may be permitted by the Committee in its discretion

and as specified in the Award Agreement or Deferral Election, is limited to one or more of the following events: (i) a specified date within the meaning of Treasury Regulations Section 1.409A-3(i)(1), (ii) a Change in Control, (iii) the Grantee’s Termination of Service, (iv) the Grantee’s death, (v) the Grantee’s Disability, or (vi) an “unforeseeable emergency” of the Grantee (or his or her dependent) as provided in Treasury Regulations Section 1.409A-3(i)(3).

Section 11.

Performance Units

11.1. Grant of Performance Units. Subject to and consistent with the provisions of the Plan, Performance Units may be granted to any Eligible Person in such number and upon such terms, and at any time and from time to time, as shall be determined by the Committee. Performance Units shall be evidenced by an Award Agreement in such form as the Committee may approve, which shall contain such terms and conditions not inconsistent with the provisions of the Plan as shall be determined by the Committee.

11.2. Value/Performance Goals. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met during a Performance Period, will determine the number or value of Performance Units that will be paid to the Grantee at the end of the Performance Period. Each Performance Unit shall have an initial or target value that is established by the Committee at the time of grant. The Performance Goals for Awards of Performance Units may be set by the Committee at threshold, target and/or maximum performance levels, with the number or value of the Performance Units payable directly correlated to the degree of attainment of the various performance levels during the Performance Period. Unless otherwise provided in an Award Agreement, no payment shall be made with respect to a Performance Unit Award if the threshold performance level is not satisfied. If Performance Goals are attained between the threshold and target performance levels or between the target and maximum performance levels, the number or value of Performance Units under such Award shall be determined by linear interpolation, unless otherwise provided in an Award Agreement.

11.3. Earning of Performance Units. Except as otherwise provided herein, after the applicable Performance Period has ended, the holder of Performance Units shall be entitled to payment based on the level of achievement of Performance Goals set by the Committee and as described in Section 11.2. If the Performance Unit is intended to comply with the Performance-Based Exception, the Committee shall certify the level of achievement of the performance goals in writing before the Award is settled. At the discretion of the Committee, the Award Agreement may specify that an Award of Performance Units is payable in cash, shares of Common Stock, Restricted Stock or Restricted Stock Units.

11.4. Adjustment on Change of Position. If a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee determines that the Award, the Performance Goals or the Performance Period is no longer appropriate, the Committee may adjust, change, eliminate or cancel the Award, the Performance Goals and/or the applicable Performance Period, as it deems appropriate in order to

make them appropriate and comparable to the initial Award, the Performance Goals or the Performance Period.

11.5. Dividend Rights. At the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with grants of Performance Units which have been earned, but not yet delivered to the Grantee.

Section 12.

Dividend Equivalents

The Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards (other than Options and SARs), on such terms and conditions as the Committee shall determine in accordance with the Plan and Code Section 409A. Unless otherwise provided in the Award Agreement or in Section 9 and Section 10 of the Plan, Dividend Equivalents shall be paid immediately when accrued and, in no event, later than March 15 of the Year following the Year in which such Dividend Equivalents accrue. Unless otherwise provided in the Award Agreement or in Section 9 or Section 10 of the Plan, if the Grantee incurs a Termination of Service prior to the date such Dividend Equivalents accrue, the Grantee’s right to such Dividend Equivalents shall be immediately forfeited. Notwithstanding the foregoing, no Dividend Equivalents may be paid with respect to unvested Performance Units.

Section 13.

Change in Control

13.1. Acceleration of Vesting. Unless a more restrictive vesting provision is set forth in the applicable Award Agreement

13.2. Special Treatment In the Event of a Change in Control. In order to maintain the Grantee’s rights with respect to an Award upon the occurrence of a Change in Control in which such award is assumed by the acquiring or surviving entity, the Committee shall either (a) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (b) cause any such Award to be substituted for new rights, by the acquiring or surviving entity after such Change in Control. In order to maintain the Grantee’s rights with respect to an Award upon the occurrence of a Change in Control in which such award is not to be assumed by the acquiring or surviving entity, the Committee shall cause such Award to be settled based on the price paid per Share as part of the transaction which constitutes the Change in Control. To the extent Options and SARs will not be assumed in connection with a Change in Control and the Option Price or Strike Price, as applicable, exceeds the price paid per Share as part of the transaction which constitutes the Change in Control, such Options and SARs shall be cancelled in connection with such Change in Control.

Section 14.

Amendments and Termination

14.1. Amendment and Termination.

(a) Subject to Section 14.2, the Board may at any time amend, alter, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, provided that (i) any amendment shall be subject to the approval of the Company’s stockholders if such approval is required by any federal or state law or regulation or any stock exchange or market on which the Shares may then be listed or quoted (either on its own or in order to maintain the intended tax, legal and accounting treatment), and (ii) no Plan amendment or termination shall accelerate the timing of any payments that constitute non-qualified deferred compensation under Code Section 409A so as to result in adverse tax consequences to any Grantee under Code Section 409A.

(b) Subject to Section 14.2, the Committee may amend the terms of any Award Agreement, prospectively or retroactively, in accordance with the terms of the Plan.

14.2. Previously Granted Awards. Except as otherwise specifically provided in the Plan (including Sections 3.2(m), 3.2(p), 5.5, 14.1, this Section 14.2, and Section 18.6) or an Award Agreement, no termination, amendment or modification of the Plan shall adversely affect in any material respect the rights of any Grantee under any Award previously granted under the Plan or an Award Agreement without the written consent of the Grantee of such Award. Notwithstanding the foregoing, the Board or the Committee (as applicable) shall have the authority to amend the Plan and outstanding Awards to the extent necessary or advisable to account for changes in applicable law, regulations, rules or other regulatory requirements without any Grantee’s consent.

Section 15.

Beneficiary Designation

Each Grantee under the Plan may, from time to time, name any Beneficiary or Beneficiaries (who may be named contingently or successfully) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Company, and will be effective only when filed by the Grantee in writing with the Company during the Grantee’s lifetime. In the absence of any such designation, the Grantee’s estate shall be the Grantee’s Beneficiary.

Section 16.

Withholding

16.1. Required Withholding.

(a) The Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or a SAR, upon the lapse of Restrictions on an Award or upon payment of any benefit or right under the Plan (the Exercise Date or the date such Restrictions lapse or such payment of any other benefit or right occurs being hereinafter referred to as the “Tax Date”), the Grantee may be required or may be permitted to elect to make, payment for the

withholding of federal, state and local taxes, including Social Security and Medicare (FICA) taxes, by one or a combination of the following methods:

(i) payment of an amount in cash equal to the amount to be withheld;

(ii) requesting the Company to withhold from those Shares that would otherwise be received upon exercise of an Option or a SAR, upon the lapse of Restrictions on, or upon settlement of, any other Award, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or

(iii) withholding from any compensation otherwise due and payable to the Grantee at such time.

The tax withholding upon exercise of an Option or an SAR or in connection with the payment or settlement of any other Award to be satisfied by withholding Shares, cash or other property granted pursuant to an Award shall not exceed the minimum amount of taxes required or permitted to be withheld under federal, state and local law. Unless the Grantee elects otherwise with the permission of the Committee, then as of the Tax Date, the Company shall satisfy all withholding requirements pursuant to clause (ii) above. Unless otherwise permitted by the Company, an election by a Grantee under this Section 16.1 is irrevocable. Unless otherwise determined by the Company, any fractional share amount shall be reserved by the Company and used to satisfy other withholding obligations of the Grantee. Any additional withholding not paid by the withholding or surrender of Shares must be paid in cash by the Grantee.

(b) Any Grantee who makes a Disqualifying Disposition (as defined in Section 6.5(f)) or an election under Code Section 83(b) shall remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in Section 16.1(a).

(c) No Award shall be settled, whether in cash or in Shares, unless the applicable tax withholding requirements have been met to the satisfaction of the Committee.

16.2. Notification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Stock, makes the election permitted under Code Section 83(b) to include in such Grantee’s gross income in the year of transfer the amounts specified in Code Section 83(b), then such Grantee shall notify the Company of such election within ten (10) days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b). The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.

Section 17.

General Provisions

17.1. Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be

in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

17.2. Severability. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, it shall be stricken and the remainder of the Plan and any such Award shall remain in full force and effect.

17.3. Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

17.4. Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges or markets as may be required. Notwithstanding any provision of the Plan or any Award Agreement, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the Company (or any Subsidiary) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee, the Company or a Subsidiary of any applicable law or regulation.

17.5. Securities Law Compliance. If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any securities exchange or market upon which Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. All evidence of Share ownership delivered pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations or other requirements of the SEC, any securities exchange or market upon which Shares are then listed, and any applicable securities law. If so requested by the Company, the Grantee shall make a written representation and warranty to the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished to the Company an opinion of counsel, in form and substance satisfactory to the Company, that such registration is not required.

If the Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any securities exchange or market on which any of the Company’s equity securities are listed or quoted, then the Committee may postpone any such exercise, non-forfeitability or delivery to comply with all such provisions at the earliest practicable date.

17.6. Code Section 409A. To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in accordance with Code Section 409A, including, any regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided, however, that, in the event that the Committee determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder, and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Grantee (or his or her Beneficiaries, as applicable) results in, or causes in any manner, the application of any adverse tax consequence under Code Section 409A or otherwise to be imposed, then the Grantee (or his or her Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Grantee (or his or her Beneficiaries, as applicable) for, any such adverse tax consequences. In the case of any Deferred Compensation Award (in addition to Deferred Stock), the provisions of Section 10.4 relating to permitted times of settlement shall apply to such Award. If any Deferred Compensation Award is payable to a “specified employee” (within the meaning of Treasury Regulations Section 1.409A-1(i)), then such payment, to the extent payable due to the Grantee’s Termination of Service and not otherwise exempt from Code Section 409A, shall not be paid before the date that is six (6) months after the date of such Termination of Service (or, if earlier, the date of such Grantee’s death).

17.7. Mitigation of Excise Tax. Subject to the last sentence of this Section 17.7, if any payment or right accruing to a Grantee under the Plan (without the application of this Section 17.7), either alone or together with other payments or rights accruing to the Grantee from an Employer (“Total Payments”), would constitute a “parachute payment” (as defined in Code Section 280G), such payments and rights shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being subject to an excise tax under Code Section 4999 or being disallowed as a deduction under Code Section 280G. The determination of whether and how any reduction in the rights or payments under the Plan is to apply shall be made by the Committee in good faith after consultation with the Grantee, and such determination shall be conclusive and binding on the Grantee. The Grantee shall cooperate in good faith with the Committee in making such determination and providing the necessary information for this purpose. Unless otherwise provided in an Award Agreement or in an Employment Agreement, the foregoing provisions of this Section 17.7 shall apply with respect to any Person only if, after reduction for any applicable federal excise tax imposed by Code Section 4999 and federal income tax imposed by the Code, the Total Payments accruing to such person would be less than the amount of the Total Payments as reduced, if applicable, under the foregoing provisions of the Plan and after reduction for only federal income taxes. Notwithstanding the foregoing, in the event a Grantee is a party to an Employment Agreement or other agreement with his or her Employer

that provides for more favorable treatment for the Grantee regarding Section 280G of the Code, such agreement shall be controlling.

17.8. No Rights as a Stockholder. No Grantee shall have any rights as a stockholder of the Company with respect to any Shares (except as provided in Section 8.7 with respect to Restricted Stock) that may be deliverable upon exercise or payment of such Award until such Shares have been delivered to him or her.

17.9. Awards Not Taken into Account for Other Benefits. Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit plan of an Employer, except as such plan shall otherwise expressly provide, or (b) any Employment Agreement between an Employer and the Grantee, except as such Employment Agreement shall otherwise expressly provide.

17.10. Employment Agreement Supersedes Award Agreement. In the event a Grantee is a party to an Employment Agreement with the Company or a Subsidiary that provides for vesting or extended exercisability of equity compensation Awards on terms more favorable to the Grantee than the Grantee’s Award Agreement or this Plan, the Employment Agreement shall be controlling; provided, however, that (a) if the Grantee is a Section 16 Person, any terms in the Employment Agreement requiring approval of the Board, its compensation committee, or the Company’s stockholders in order for an exemption from Section 16(b) of the Exchange Act to be available shall have been approved by the Board, its compensation committee, or the stockholders, as applicable, and (b) the Employment Agreement shall not be controlling to the extent the Grantee and Grantee’s Employer agree it shall not be controlling, and (c) an Employment Agreement or modification to an Employment Agreement shall be deemed to modify the terms of any pre-existing Award only if the terms of the Employment Agreement expressly so provide.

17.11. Non-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees, officers, directors, consultants and advisors as it may deem desirable.

17.12. No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Grantee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Subsidiary.

17.13. No Right to Continued Employment or Awards. No employee shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award. The grant of an Award shall not be construed as giving a Grantee the right to be retained in the employ of the Company or any Subsidiary or to be retained as an officer or director of, or consultant or advisor to, the Company or any Subsidiary. Further, the Company or a Subsidiary may at any time terminate the employment or service of a Grantee free from any liability,

or any claim under, the Plan or any Award Agreement, unless otherwise expressly provided in the Plan or in such Award Agreement.

17.14. Military Service. Awards shall be administered in accordance with Code Section 414(u) and the Uniformed Services Employment and Reemployment Rights Act of 1994.

17.15. Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not exclusive and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine genders include the opposite gender and the neuter gender. The headings of sections and subsections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. All references to Sections herein are intended to be references to sections of this Plan, unless otherwise indicated.

17.16. No Fractional Shares. Except as otherwise determined by the Committee, no fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine (a) whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, (b) whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated or (c) whether and how the number of Shares becoming vested, or the number of Shares in respect of which an Award is becoming vested, shall be adjusted to avoid vesting of, or in respect of, fractional Shares.

17.17. Plan Document Controls. This Plan and each Award Agreement constitute the entire agreement with respect to the subject matter hereof and thereof; provided, however, that in the event of any inconsistency between the Plan and such Award Agreement, the terms and conditions of the Plan shall control.

EXHIBIT 10.7

FORM OF
DIAMOND RESORTS INTERNATIONAL, INC.
2015 EQUITY INCENTIVE COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

This Stock Option Agreement (the “Agreement”) dated ____________ (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”), and ____________ (the “Grantee”).

In accordance with Section 6 of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby grants to the Grantee an option to purchase shares of common stock, par value $0.01 per share, of the Company (“Shares”) on the terms and conditions as set forth below (the “Option”). The Option granted hereby is not intended to constitute an Incentive Stock Option (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). All capitalized terms used but not otherwise not defined herein shall have the meanings as set forth in the Plan.

To evidence the Option and to set forth its terms, the Company and the Grantee agree as follows:

1.Grant. The Committee hereby grants the Option to the Grantee on the Grant Date for the purchase from the Company of all or any part of an aggregate of ____________ Shares (subject to adjustment as provided in Section 4.2 of the Plan).

2.Option Price. The purchase price per Share purchasable under this Option shall be $________ (the “Option Price”) (subject to adjustment as provided in Section 4.2 of the Plan). The Option Price is equal to 100% of the Fair Market Value of one Share on the Grant Date, as determined under the Plan.

3.Term and Vesting of the Option. The Term of the Option shall expire on the tenth anniversary of the Grant Date. The Option shall become vested and exercisable [INSERT VESTING SCHEDULE] (each such anniversary of the Grant Date, a “Vesting Date”). Except as otherwise provided herein, the Option may be exercised on or following any applicable Vesting Date with respect to the vested and exercisable portion, as long as such exercise occurs prior to the expiration of the Option as provided in this Agreement and the Plan.

Notwithstanding the foregoing provisions of this Section 3, and except as otherwise determined by the Committee, as provided in the Plan or as provided herein, any portion of the Option which is not vested (or otherwise not exercisable) at the time of the Grantee’s Termination of Service shall not become exercisable after such termination and shall immediately be cancelled and forfeited to the Company.

4. Termination of Service. In the event the Grantee incurs a Termination of Service, the Grantee will have such rights with respect to the Option as are provided for in the Plan. Notwithstanding the foregoing, the period (if any) following the Grantee’s Termination of Service

in which the Grantee has the right to exercise all or any portion of the Option (as set forth in section 5.3 of the Plan) shall be extended by the number of days (if any) during such period on which there exists any black-out period under the Company’s Insider Trading Compliance Policy, but only to the extent the Grantee is subject to a prohibition on trading in the Company’s securities during such black-out period under the Company’s Insider Trading Compliance Policy.

5.Exercise of Option. On or after the date any portion of the Option becomes exercisable, but prior to the expiration of the Option in accordance with Sections 3 and 4 above, the portion of the Option that has become exercisable may be exercised in whole or in part by the Grantee (or, pursuant to Section 6, by his or her permitted successor) upon delivery of the following to the Company (or any Person designated by the Company):


(a)	a written notice, on a form provided by the Committee, of exercise which identifies this Agreement and states the number of whole Shares then being purchased; and

(b)

any combination of (i) cash (or personal check, money order, cashier’s check or wire transfer), (ii) subject to applicable law and the Company’s policies, through the sale of the Shares acquired on the exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise, or (iii) with the approval of the Committee, Shares then owned by the Grantee in an amount having a combined Fair Market Value on the Exercise Date then equal to the aggregate Option Price of the Shares then being purchased.

Notwithstanding anything to the contrary herein, the Grantee (or any permitted successor) shall take whatever additional actions, including, without limitation, the furnishing of an opinion of counsel and execute whatever additional documents the Company may, in its sole discretion, deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed by the Plan, this Agreement or applicable law.

No Shares shall be issued upon exercise of the Option until full payment has been made. Upon satisfaction of the conditions and requirements of this Section 5 and the Plan, the Company, in its sole discretion, shall either (x) credit the number of Shares for which the Option was exercised in a book entry on the records kept by the Company’s stockholder record keeper or (y) shall deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which the Option shall have been exercised. Upon exercise of the Option (or a portion thereof), the Company shall have a reasonable time to issue Shares or credit a book entry for the Common Stock for which the Option has been exercised, and the Grantee shall not be treated as a stockholder for any purpose whatsoever prior to such issuance or book entry. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Common Stock is recorded as issued and transferred in the Company’s official stockholder records, except as otherwise provided in the Plan or this Agreement.

At the time the Grantee exercises any portion of the Option, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares for which the Option is being exercised pursuant to this Section, the Committee may direct that the Company either (A) pay the Grantee a cash amount, or (B) issue a lesser number of Shares, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value of the Shares as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish.

6.Limitation Upon Transfer. The Option and all rights granted hereunder shall not (a) be transferred by the Grantee, other than by will, by the laws of descent and distribution, or to a Permitted Transferee; (b) be otherwise assigned, pledged or hypothecated in any way; or (c) be subject to execution, attachment or similar process. Any attempt to transfer the Option, other than as permitted in the preceding sentence shall be void and unenforceable against the Company or any Subsidiary; provided, however, that the Grantee may designate a Beneficiary to receive benefits in the event of Grantee’s death. The Option shall be exercised during the Grantee’s lifetime only by the Grantee, the Grantee’s guardian, the Grantee’s legal representative or a Permitted Transferee.

7.Change in Control. Upon a Change in Control, the Grantee will have such rights with respect to the Option as are provided for in the Plan.

8.Effect of Amendment of Plan. No discontinuation, modification or amendment of the Plan may, without the written consent of the Grantee, adversely affect the rights of the Grantee under the Option in any material respect, except as otherwise provided under the Plan. This Agreement may be amended as provided for under the Plan, but no such amendment shall adversely affect the Grantee’s rights under the Agreement in any material respect without the Grantee’s written consent, unless otherwise permitted by the Plan.

9.No Limitation on Rights of the Company. The grant of the Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

10.Rights as a Stockholder. The Grantee shall have the rights of a stockholder with respect to the Shares subject to the Option only upon becoming the holder of record of such Shares. Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Shares, and such holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the receipt of Shares.

11.Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for Shares pursuant to the exercise of the Option or (b) credit a book entry related to the Shares issued pursuant to the exercise of the Option to be entered on the records of the Company’s stockholder record keeper, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates or entry on the records, as applicable, is in compliance with all applicable laws, regulations of governmental authority, and the requirements of the New York Stock Exchange or

any other exchange upon which the Shares are traded. The Company may require, as a condition of the issuance and delivery of such certificates or entry on the records, as applicable, and in order to ensure compliance with such laws, regulations and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

12.No Obligation to Exercise Option. The granting of the Option shall not impose an obligation upon the Grantee to exercise such Option.

13.Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of an employment or other relationship with the Company or its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries to discharge the Grantee and to treat him or her without regard to the effect that such treatment might have upon him or her as the Grantee.

14.Withholding. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the exercise of the Option, the Grantee shall be required to pay such amount to the Company, or make arrangements satisfactory to the Company regarding the payment of such amount, as provided in Section 16 of the Plan. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. The Grantee acknowledges and agrees that he or she is responsible for the tax consequences associated with the grant and exercise of the Option.

15.Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Compensation Committee, and if to the Grantee, to the address appearing on the records of the Company. Such communication or notice shall be delivered personally or sent by certified, registered or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

16.Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate), notwithstanding the present or future domiciles of the Company or the Grantee.

17.Receipt of Plan and Interpretation. The Grantee acknowledges receipt of a copy of the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all the terms and provisions of the Plan and this Agreement. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other Person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. The Option granted pursuant to this Agreement, and all Shares related thereto, shall be subject to Section 5.9 of the Plan and all applicable policies and guidelines of the Company that relate to (a) stock ownership requirements, or (b) recovery of compensation (i.e., clawbacks).

18.Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

19.Counterparts. This Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument. All signatures hereto may be transmitted by facsimile or .pdf file, and such facsimile or .pdf file will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

20.Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

21.Severability. If any provision of this Agreement shall for any reason by held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

22.Other Terms and Conditions. The foregoing does not modify or amend any terms of the Plan. To the extent any provisions of this Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written.

DIAMOND RESORTS INTERNATIONAL, INC.

By:

Name:

Title:

ACCEPTANCE OF AWARD BY GRANTEE

By executing below, the undersigned, the Grantee hereby acknowledges, (a) receipt of a copy of the Plan, (b) that the Grantee has read the Plan and this Agreement carefully, and fully understands their contents, (c) that the Grantee accepts the award of the Option, and (d) the Grantee agrees to be bound by the terms and conditions of the Plan and this Agreement.

Signature:

Printed Name:

Date:

Please sign and return your copy of this Agreement to ____________ via pdf, fax or interoffice-mail (contact information below). Please retain a copy of this signed Agreement for your records.

EXHIBIT 10.8

FORM OF
DIAMOND RESORTS INTERNATIONAL, INC.
2015 EQUITY INCENTIVE COMPENSATION PLAN [EMPLOYEE]
[NON-EMPLOYEE DIRECTOR] RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”) dated ___________ (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and ____________ (the “Grantee”).

In accordance with Section 8 of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby awards to the Grantee shares of restricted common stock, par value $0.001 per share, of the Company (“Restricted Stock”) on the terms and conditions as set forth below (the “Award”). All capitalized terms used but not otherwise not defined herein shall have the meanings as set forth in the Plan.

To evidence the Award and to set forth its terms, the Company and the Grantee agree as follows:

1.Grant. The Committee hereby grants the Award to the Grantee on the Grant Date an aggregate of _________________ shares of Restricted Stock (subject to adjustment as provided in Section 4.2 of the Plan), and the Grantee hereby accepts the grant of Restricted Stock on a restricted basis, as set forth herein.

2.Limitations on Transferability. At any time prior to vesting in accordance with Section 3 or 4 of this Agreement, the Restricted Stock, or any interest therein, cannot be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed.

3.Dates of Vesting. Subject to the provisions of Section 4 and 5 of this Agreement, [INSERT PORTION OF RESTRICTED STOCK TO VEST ON EACH VESTING DATE] of the Restricted Stock (rounded down to the nearest whole Share) shall cease to be restricted and shall become vested and non-forfeitable (thereafter being referred to as “Vested Shares”) on each of [INSERT VESTING SCHEDULE] (each, a “Vesting Date”). [INSERT ANY ADDITIONAL VESTING RELATED CONDITIONS/PROVISIONS]. Notwithstanding the foregoing provisions of this Section 3 of this Agreement, and except as otherwise determined by the Committee, as provided in the Plan or as provided herein, any portion of the Restricted Stock which is not vested at the time of the Grantee’s Termination of Service shall not become vested after such termination and shall immediately be forfeited to the Company.

4. Termination of Service. [In the event the Grantee incurs a Termination of Service, the Grantee will have such rights with respect to the Restricted Stock as are provided for in the Plan.] [INSERT ANY OTHER TERMINATION OF SERVICE PROVISIONS].

5.[Change in Control. Notwithstanding Section 13 of the Plan, and pursuant to the authority granted to the Committee in Section 5.3(d) of the Plan, any portion of the Restricted Stock which remains outstanding but unvested at the time of a Change in Control shall become Vested Shares as of the date of such Change in Control.] [TO BE INCLUDED IN NON-EMPLOYEE DIRECTOR AWARDS ONLY]

6.Stock Issuance, Restrictions and Escrow. The Company, in its sole discretion, shall either (a) credit the Restricted Stock to the Grantee in a book entry on the records kept by the Company’s stockholder record keeper or (b) cause to be issued certificates for the Restricted Stock. To the extent the Restricted Stock is credited pursuant to clause (a) of the preceding sentence, the Restricted Stock shall be subject to Restrictions on transfer until, and to the extent, such Restricted Stock becomes Vested Shares pursuant to Sections 3, 4 or 5 of this Agreement. To the extent certificates for the Restricted Stock are issued pursuant to clause (b) above, such certificates shall be held in escrow by the Company until, and to the extent, such Restricted Stock becomes Vested Shares pursuant to Sections 3, 4 or 5 of this Agreement. To the extent any Restricted Stock fails to become Vested Shares pursuant to Sections 3, 4 or 5 of this Agreement, the Company shall cancel any portion of the Restricted Stock forfeited by the Grantee pursuant to the terms of the Plan or this Agreement. To the extent any portion of the Restated Stock becomes vested shares hereunder, the Company shall release the Restrictions upon the remaining Vested Shares in the book entry records, or release the related certificates, together with any assets or securities held in escrow hereunder, from escrow, as applicable, in each case resulting in the release of any Vested Shares to the Grantee.

7.Liability of Company. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Restricted Stock pursuant to this Agreement shall relieve the Company of any liability with respect to the non-issuance or transfer of the Restricted Stock as to which such approval shall not have been obtained. However, the Company shall use its reasonable best efforts to obtain all such approvals.

8.Effect of Amendment of Plan. No discontinuation, modification or amendment of the Plan may, without the written consent of the Grantee, adversely affect the rights of the Grantee in any material respect under this Agreement, except as otherwise provided under the Plan. This Agreement may be amended as provided for under the Plan, but no such amendment shall adversely affect the Grantee’s rights under the Agreement in any material respect without the Grantee’s written consent, unless otherwise permitted by the Plan.

9.No Limitation on Rights of the Company. The grant of the Restricted Stock pursuant to this Agreement shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

10.Rights as a Stockholder. The Grantee shall be entitled to receive any dividends that become payable on or after the Grant Date with respect to the Restricted Stock and Vested Shares; provided, however, that no dividends shall be payable (a) with respect to the Restricted Stock on account of record dates occurring prior to the Grant Date, and (b) with respect to forfeited Restricted Stock on account of record dates occurring on or after the date of such forfeiture. The Grantee shall be entitled to vote the Restricted Stock on or after the Grant Date to the same extent as would have been applicable to the Grantee if the Restricted Stock had then been Vested Shares; provided, however, that the Grantee shall not be entitled to vote (i) the Restricted Stock on account of record dates occurring prior to the Grant Date, and (ii) with respect to forfeited Restricted Stock on account of record dates occurring on or after the date of such forfeiture.

11.Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for

Restricted Stock or Vested Shares or (b) credit a book entry related to the Restricted Stock or Vested Shares to be entered on the records of the Company’s stockholder record keeper, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates or entry on the records, as applicable, is in compliance with all applicable laws, regulations of governmental authority, and the requirements of the New York Stock Exchange or any other exchange upon which the Shares are traded. The Company may require, as a condition of the issuance and delivery of such certificates or entry on the records, as applicable, and in order to ensure compliance with such laws, regulations and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

12.Disclosure Rights. Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Shares, Restricted Stock or Vested Shares, and such holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the receipt of Shares.

13.Agreement Not a Contract of Service or Other Relationship. This Agreement is not a contract for employment or other services, and the terms of employment of the Grantee or other relationships with the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of employment or other relationship with the Company or its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries to discharge the Grantee and to treat him or her without regard to the effect that such treatment might have upon him or her as the Grantee.

14.Tax Consequences. The Grantee acknowledges and agrees that he or she is responsible for all taxes and tax consequences with respect to the grant of the Restricted Stock or the lapse of Restrictions otherwise imposed by this Agreement. The Grantee further acknowledges that it is his or her responsibility to obtain any advice that he or she deems necessary or appropriate with respect to any and all tax matters that may exist as a result of the grant of the Restricted Stock or the lapse of Restrictions otherwise imposed by this Agreement. Notwithstanding any other provision of this Agreement, the Restricted Stock, together with any other assets or securities held in escrow hereunder, shall not be released to the Grantee unless, as provided in Section 16 of the Plan, the Grantee shall have paid to the Company, or made arrangements satisfactory to the Company, regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the grant of the Restricted Stock or the lapse of Restrictions otherwise imposed by this Agreement. On the date that any portion of the Restricted Stock becomes Vested Shares pursuant hereto, the Company shall have the ability to withhold Shares otherwise due to the Grantee in order to satisfy any applicable tax withholding obligation.

mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

17.Receipt of Plan and Interpretation. The Grantee acknowledges receipt of a copy of the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Agreement. This Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and this Award shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other Person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. The Restricted Stock granted pursuant to this Agreement shall be subject to Section 5.9 of the Plan and all applicable policies and guidelines of the Company that relate to (a) stock ownership requirements, or (b) recovery of compensation (i.e., clawbacks).

18.Condition to Return Signed Agreement. This Agreement shall be null and void unless the Grantee indicates his or her acceptance of the Option and the terms of this Agreement by signing, dating and returning this Agreement to the Company on or before _______________.

19.Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

20.Counterparts. This Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument. All signatures hereto may be transmitted by facsimile or .pdf file, and such facsimile or .pdf file will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

21.Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

22.Severability. If any provision of this Agreement shall for any reason by held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

23.Other Terms and Conditions. The foregoing does not modify or amend any terms of the Plan. To the extent any provisions of this Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written.

DIAMOND RESORTS INTERNATIONAL, INC.

By:

Name:

Title:

ACCEPTANCE OF AWARD BY GRANTEE

By executing below, the undersigned, the Grantee hereby acknowledges, (a) receipt of a copy of the Plan, (b) that the Grantee has read the Plan and this Agreement carefully, and fully understands their contents, (c) that the Grantee accepts the award of Restricted Stock, and (d) the Grantee agrees to be bound by the terms and conditions of the Plan and this Agreement.

Signature:

Printed Name:

Date:

Please sign and return your copy of this Agreement to ____________ via pdf, fax or interoffice-mail (contact information below). Please retain a copy of this signed Agreement for your records.

US_106225902v1

EXHIBIT 10.9

FORM OF
DIAMOND RESORTS INTERNATIONAL, INC.
2015 EQUITY INCENTIVE COMPENSATION PLAN [EMPLOYEE]
[NON-EMPLOYEE] DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (the “Agreement”) dated ___________ (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and ____________ (the “Grantee”).

In accordance with Section 9 of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby awards to the Grantee restricted stock units (“Restricted Stock Units” or “RSUs”) on the terms and conditions as set forth below (the “Award”). All capitalized terms used but not otherwise not defined herein shall have the meanings as set forth in the Plan.

To evidence the Award and to set forth its terms, the Company and the Grantee agree as follows:

1.Grant. The Committee hereby grants the Award to the Grantee on the Grant Date an aggregate of _________________ RSUs (subject to adjustment as provided in Section 4.2 of the Plan), and the Grantee hereby accepts the grant of RSUs as set forth herein.

2.Limitations on Transferability. At any time prior to settlement in accordance with Section 4.b of this Agreement, the RSUs, or any interest therein, cannot be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed.

3.Dates of Vesting. Subject to the provisions of Section 5 and 6 of this Agreement, [INSERT PORTION OF RSUs TO VEST ON EACH VESTING DATE] of the RSUs (rounded down to the nearest whole Share) shall cease to be restricted and shall become vested and non-forfeitable (thereafter being referred to as “Vested RSUs”) on each of [INSERT VESTING SCHEDULE] (each, a “Vesting Date”) [INSERT ANY ADDITIONAL VESTING RELATED CONDITIONS/PROVISIONS]. Notwithstanding the foregoing provisions of this Section 3 of this Agreement, and except as otherwise determined by the Committee, as provided in the Plan or as provided herein, any portion of the RSUs which is not vested at the time of the Grantee’s Termination of Service shall not become vested after such termination and shall immediately be forfeited to the Company.

4.Crediting and Settling RSUs.

a.RSU Accounts. The Company shall establish an account on its books for each grantee who receives a grant of RSUs (the “RSU Account”). The RSUs granted hereby shall be credited to the Grantee’s RSU Account as of the Grant Date. The RSU Account shall be maintained for record keeping purposes only and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to the RSU Account. The obligation to make distributions of securities or other amounts credited to the RSU Account shall be an unfunded, unsecured obligation of the Company.

b.Settlement of RSU Accounts. The Company shall settle the RSU Account by delivering to the holder thereof (who may be the Grantee or his or her Beneficiary, as

applicable) a number of Shares equal to the whole number of Vested RSUs then credited to the Grantee’s RSU Account (or a specified portion in the event of any partial settlement) on, or as soon as administratively practicable following, the Settlement Date, but in no event later than the end of the calendar year in which the Settlement Date occurs, or, if later, the fifteenth day of the third month following the month in which the Settlement Date occurs. The “Settlement Date” for all RSUs credited to a Grantee’s RSU Account in connection with the RSUs granted hereunder shall be [INSERT APPLICABLE SETTLEMENT DATE(S)]. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if any payment hereunder is triggered by a Termination of Service of the Grantee (other than due to the Grantee’s death) and the Grantee is a “specified employee” (as such term is defined in Section 409A of the Code, but generally meaning one of the Company’s key employees within the meaning of Code Section 416(i)), the applicable number of Shares shall, subject to any withholding obligations described in Section 15.a hereof, be delivered to the Grantee on or promptly following the first day of the seventh month after such Termination of Service.

c.Dividend Equivalents. Dividend Equivalents in respect of the RSUs shall be credited to the Grantee’s RSU Account in the form of additional restricted stock units as provided in Section 9.4(a) of the Plan. Additional restricted stock units credited to the RSU Account in respect of Dividend Equivalents shall be subject to the same vesting conditions (as set forth in Section 3 hereof) and settlement conditions (as set forth in Sections 4.b, 5 and 6 hereof) as the RSUs granted pursuant hereto.

5.Termination of Service. [In the event the Grantee incurs a Termination of Service, the Grantee will have such rights with respect to the RSUs as are provided for in the Plan.] [INSERT ANY OTHER TERMINATION OF SERVICE PROVISIONS]

6.[Change in Control. Notwithstanding Section 13 of the Plan, and pursuant to the authority granted to the Committee in Section 5.3(d) of the Plan, any portion of the RSUs which remains outstanding but unvested at the time of a Change in Control shall become Vested RSUs as of the date of such Change in Control.] [TO BE INCLUDED IN NON-EMPLOYEE DIRECTOR AWARDS ONLY]

7.Stock Issuance. Following the Settlement Date, the Company, in its sole discretion, shall either (a) credit the applicable number of Shares to the Grantee in a book entry on the records kept by the Company’s stockholder record keeper or (b) cause to be issued certificates for such Shares.

8.Liability of Company. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any liability with respect to the non-issuance or transfer of Shares as to which such approval shall not have been obtained. However, the Company shall use its reasonable best efforts to obtain all such approvals.

9.Effect of Amendment of Plan. No discontinuation, modification or amendment of the Plan may, without the written consent of the Grantee, adversely affect the rights of the Grantee in any material respect under this Agreement, except as otherwise provided under the Plan. This Agreement may be amended as provided for under the Plan, but no such amendment shall adversely

affect the Grantee’s rights under the Agreement in any material respect without the Grantee’s written consent, unless otherwise permitted by the Plan.

10.No Limitation on Rights of the Company. The grant of the RSUs pursuant to this Agreement shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

11.Rights as a Stockholder. The RSUs shall not represent an equity security of the Company and shall not carry any voting rights. Except as set forth in Section 4.c hereof, the Grantee shall have no rights of a stockholder of the Company with respect to any RSUs, whether unvested or vested RSUs until the relevant Shares have been issued pursuant to Section 7 hereof.

12.Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to either (a) cause to be issued or delivered any certificates for Shares or (b) credit a book entry related to Shares to be entered on the records of the Company’s stockholder record keeper, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates or entry on the records, as applicable, is in compliance with all applicable laws, regulations of governmental authority, and the requirements of the New York Stock Exchange or any other exchange upon which the Shares are traded. The Company may require, as a condition of the issuance and delivery of such certificates or entry on the records, as applicable, and in order to ensure compliance with such laws, regulations and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

13.Disclosure Rights. Except as required by applicable law, the Company (or any of its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or beneficial holder of Shares, and such holder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the receipt of Shares.

14.Agreement Not a Contract of Service or Other Relationship. This Agreement is not a contract for services, and the terms of services of the Grantee with the Company or its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of service with the Company or its Subsidiaries, nor shall it interfere with the right of the Company or its Subsidiaries to discharge the Grantee and to treat him or her without regard to the effect that such treatment might have upon him or her as the Grantee.

15.Tax Consequences.

a. The Grantee acknowledges and agrees that he or she is responsible for all taxes and tax consequences with respect to the grant of RSUs and the settlement thereof pursuant to this Agreement. The Grantee further acknowledges that it is his or her responsibility to obtain any advice that he or she deems necessary or appropriate with respect to any and all tax matters that may exist as a result of the grant of RSUs and the settlement thereof pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Shares shall not be paid or otherwise credited to the Grantee unless, as provided in Section 16 of the Plan, the Grantee shall have paid to the Company, or made arrangements satisfactory

to the Company, regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the issuance of Shares pursuant to the Plan and this Agreement. On the date that Shares are delivered to the Grantee pursuant hereto, the Company shall have the ability to withhold Shares otherwise due to the Grantee in order to satisfy any applicable tax withholding obligation.

b. This Agreement is intended to comply with Section 409A of the Code and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Section 409A of the Code.

16.Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Compensation Committee, and if to the Grantee, to the address appearing on the records of the Company. Such communication or notice shall be delivered personally or sent by certified, registered or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient. Notwithstanding the foregoing, any notice required or permitted hereunder from the Company to the Grantee may be made by electronic means, including by electronic mail to the Company-maintained electronic mailbox of the Grantee, and the Grantee hereby consents to receive such notice by electronic delivery. To the extent permitted in an electronically delivered notice described in the previous sentence, the Grantee shall be permitted to respond to such notice or communication by way of a responsive electronic communication, including by electronic mail.

17.Governing Law. The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

18.Receipt of Plan and Interpretation. The Grantee acknowledges receipt of a copy of the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Agreement. This Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and this Award shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other Person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. The RSUs granted pursuant to this Agreement, and the Shares paid or credited in connection therewith, shall be subject to Section 5.9 of the Plan and all applicable policies and guidelines of the Company that relate to (a) stock ownership requirements, or (b) recovery of compensation (i.e., clawbacks).

19.Condition to Return Signed Agreement. This Agreement shall be null and void unless the Grantee indicates his or her acceptance of the Option and the terms of this Agreement by signing, dating and returning this Agreement to the Company on or before _______________.

20.Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.

21.Counterparts. This Agreement may be signed in two counterparts, each of which shall be an original, but both of which shall constitute but one and the same instrument. All signatures hereto may be transmitted by facsimile or .pdf file, and such facsimile or .pdf file will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

22.Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

23.Severability. If any provision of this Agreement shall for any reason by held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

24.Other Terms and Conditions. The foregoing does not modify or amend any terms of the Plan. To the extent any provisions of this Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written.

DIAMOND RESORTS INTERNATIONAL, INC.

By:

Name:

Title:

ACCEPTANCE OF AWARD BY GRANTEE

By executing below, the undersigned, the Grantee hereby acknowledges, (a) receipt of a copy of the Plan, (b) that the Grantee has read the Plan and this Agreement carefully, and fully understands their contents, (c) that the Grantee accepts the award of RSUs, and (d) the Grantee agrees to be bound by the terms and conditions of the Plan and this Agreement.

Signature:

Printed Name:

Date:

Please sign and return your copy of this Agreement to ____________ via pdf, fax or interoffice-mail (contact information below). Please retain a copy of this signed Agreement for your records.

EXHIBIT 10.10

FORM OF
DIAMOND RESORTS INTERNATIONAL, INC.
2015 EQUITY INCENTIVE COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR DEFERRED STOCK AGREEMENT

This Director Deferred Stock Agreement (the “Agreement”) dated ___________ (the “Grant Date”) is by and between Diamond Resorts International, Inc., a Delaware corporation (the “Company”) and ____________ (the “Grantee”).

In accordance with Section 10 of the Diamond Resorts International, Inc. 2015 Equity Incentive Compensation Plan (the “Plan”), and subject to the terms of the Plan and this Agreement, the Company hereby awards to the Grantee Shares of deferred stock (“Deferred Stock”) on the terms and conditions as set forth below (the “Award”). All capitalized terms used but not otherwise not defined herein shall have the meanings as set forth in the Plan.

To evidence the Award and to set forth its terms, the Company and the Grantee agree as follows:

1.Grant. The Committee hereby grants the Award to the Grantee on the Grant Date an aggregate of _________________ Shares of Deferred Stock (subject to adjustment as provided in Section 4.2 of the Plan), and the Grantee hereby accepts the grant of Deferred Stock as set forth herein.

2.Limitations on Transferability. At any time prior to settlement in accordance with Section 4.b of this Agreement, the Deferred Stock, or any interest therein, cannot be directly or indirectly transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed.

3.Vesting. The Deferred Stock granted pursuant hereto shall at all times be fully vested.

4.Crediting and Settling Deferred Stock.

a.Deferral Accounts. The Company shall establish an account on its books for each grantee who receives a grant of Deferred Stock (the “Deferral Account”). The Deferred Stock granted hereby shall be credited to the Grantee’s Deferral Account as of the Grant Date. The Deferral Account shall be maintained for record keeping purposes only and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to the Deferral Account. The obligation to make distributions of securities or other amounts credited to the Deferral Account shall be an unfunded, unsecured obligation of the Company.

b.Settlement of Deferral Accounts. The Company shall settle the Deferral Account by delivering to the holder thereof (who may be the Grantee or his or her Beneficiary, as applicable) a number of Shares equal to the whole number of shares of Deferred Stock then credited to the Grantee’s Deferral Account (or a specified portion in the event of any partial settlement) on, or as soon as administratively practicable following, the Settlement Date, but in no event later than the end of the calendar year in which the Settlement Date occurs, or, if later, the fifteenth day of the third month following the month in which the Settlement Date occurs. The “Settlement Date” for all Deferred Stock credited to a Grantee’s Deferral Account in connection with the Deferred Stock granted hereunder shall

be the earlier of (i) [INSERT APPLICABLE PAYMENT DATE BASED ON ELECTION], and (ii) the date of a Change in Control that also constitutes a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)(i)) with respect to the Company. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if any payment hereunder is triggered by a Termination of Service of the Grantee (other than due to the Grantee’s death) and the Grantee is a “specified employee” (as such term is defined in Section 409A of the Code, but generally meaning one of the Company’s key employees within the meaning of Code Section 416(i)), the applicable number of Shares shall, subject to any withholding obligations described in Section 15.a hereof, be delivered to the Grantee on or promptly following the first day of the seventh month after such Termination of Service.

c.Dividend Equivalents. Dividend Equivalents in respect of the Deferred Stock shall be credited to the Grantee’s Deferral Account in the form of additional shares of deferred stock as provided in Section 10.4(b) of the Plan. Additional shares of deferred stock credited to the Deferral Account in respect of Dividend Equivalents shall be subject to the same settlement conditions (as set forth in Sections 4.b, and 6 hereof) as the Deferred Stock granted pursuant hereto.

5.Termination of Service. Except as may be provided in Section 4.b hereof, the Grantee’s Termination of Service shall have no effect on the Grantee’s rights with respect to the Deferred Stock.

6.Change in Control. Upon a Change in Control, the Grantee will have such rights with respect to the Deferred Stock as are provided for in the Plan.

10.No Limitation on Rights of the Company. The grant of the Deferred Stock pursuant to this Agreement shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

11.Rights as a Stockholder. The Deferred Stock shall not represent an equity security of the Company and shall not carry any voting rights. Except as set forth in Section 4.c hereof, the Grantee shall have no rights of a stockholder of the Company with respect to any Deferred Stock until the relevant Shares have been issued pursuant to Section 7 hereof.

15.Tax Consequences.

a. The Grantee acknowledges and agrees that he or she is responsible for all taxes and tax consequences with respect to the grant of Deferred Stock and the settlement thereof pursuant to this Agreement. The Grantee further acknowledges that it is his or her responsibility to obtain any advice that he or she deems necessary or appropriate with respect to any and all tax matters that may exist as a result of the grant of Deferred Stock and the settlement thereof pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Shares shall not be paid or otherwise credited to the Grantee unless, as provided in Section 16 of the Plan, the Grantee shall have paid to the Company, or made arrangements satisfactory to the Company, regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the issuance of Shares pursuant to the Plan and this Agreement. On the date that Shares are delivered to the Grantee pursuant hereto, the Company shall have the ability to withhold Shares otherwise due to the Grantee in order to satisfy any applicable tax withholding obligation.

b. This Agreement is intended to comply with Section 409A of the Code and shall be construed and interpreted in a manner that is consistent with the requirements for

avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of Section 409A of the Code.

18.Receipt of Plan and Interpretation. The Grantee acknowledges receipt of a copy of the Plan, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Agreement. This Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and this Award shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other Person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder. The Deferred Stock granted pursuant to this Agreement, and the Shares paid or credited in connection therewith, shall be subject to Section 5.9 of the Plan and all applicable policies and guidelines of the Company that relate to (a) stock ownership requirements, or (b) recovery of compensation (i.e., clawbacks).

purposes, be deemed to be the original signature of the party whose signature it reproduces, and will be binding upon such party.

22.Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written.

DIAMOND RESORTS INTERNATIONAL, INC.

By:

Name:

Title:

ACCEPTANCE OF AWARD BY GRANTEE

By executing below, the undersigned, the Grantee hereby acknowledges, (a) receipt of a copy of the Plan, (b) that the Grantee has read the Plan and this Agreement carefully, and fully understands their contents, (c) that the Grantee accepts the award of Deferred Stock, and (d) the Grantee agrees to be bound by the terms and conditions of the Plan and this Agreement.

Signature:

Printed Name:

Date:

Please sign and return your copy of this Agreement to _____________ via pdf, fax or interoffice-mail (contact information below). Please retain a copy of this signed Agreement for your records.

EXHIBIT 10.11

Diamond Resorts International, Inc.

Bonus Compensation Plan

Table of Contents



		Page
Section 1.	Establishment, Purpose and Duration	1
1.1.	Effective Date and Purpose	1
1.2.	Duration of the Plan	1
Section 2.	Definitions	1
2.1.	“Award”	1
2.2.	“Award Agreement”	1
2.3.	“Beneficiary”	1
2.4.	“Board”	1
2.5.	“Bonus Opportunity”	1
2.6.	“Cause”	2
2.7.	“Change in Control”	2
2.8.	“Code”	3
2.9.	“Committee”	3
2.10.	“Company”	3
2.11.	“Covered Employee”	3
2.12.	“Deferred Compensation Award”	3
2.13.	“Effective Date”	3
2.14.	“Eligible Person”	3
2.15.	“Employer”	3
2.16.	“Employment Agreement”	3
2.17.	“Forfeiture Restriction”	3
2.18.	“Grant Date”	3
2.19.	“Grantee”	3
2.20.	“including”	3
2.21.	“Outside Director”	3
2.22.	“Performance-Based Exception”	3
2.23.	“Performance Goal”	3
2.24.	“Performance Measures”	4
2.25.	“Performance Period”	4
2.26.	“Person”	4
2.27.	“Plan”	4
2.28.	“Restriction”	4
2.29.	“Share”	4
2.30.	“Subsidiary”	4
2.31.	“Termination of Service”	4
2.32.	“Total Payments”	4
2.33.	“Year”	4
Section 3.	Administration	5
3.1.	Committee.	5



3.2.	Powers of the Committee	5
Section 4.	Adjustment and Performance-Based Exception	7
4.1.	Adjustments in Authorized Shares and Awards.	7
Section 5.	Eligibility and General Conditions of Awards	8
5.1.	Eligibility	8
5.2.	Award Agreement	8
5.3.	General Terms and Termination of Service	8
5.4.	Non-transferability of Awards.	8
5.5.	Cancellation and Rescission of Awards	8
5.6.	Awards Subject to Applicable Policies.	8
5.7.	Compliance With Code Section 162(m).	9
5.8.	Performance Based Exception Under Section 162(m)	10
5.9.	Changes to Performance Measures.	11
5.10.	Revocation.	11
Section 6.	Bonuses	12
6.1.	Awards	12
6.2.	Determination of Amount of Awards.	12
6.3.	Time of Payment of Awards	12
6.4.	Form of Payment of Awards.	12
Section 7.	Change in Control	12
7.1.	Acceleration of Vesting	12
7.2.	Special Treatment in the Event of a Change in Control	13
7.3.	Employment Agreement May Control.	13
Section 8.	Amendments and Termination	13
8.1.	Amendment and Termination.	13
8.2.	Previously Granted Awards	13
Section 9.	Beneficiary Designation	14
Section 10.	General Provisions	14
10.1.	Governing Law	14
10.2.	Severability	14
10.3.	Successors	14
10.4.	Requirements of Law	14
10.5.	Securities Law Compliance	15
10.6.	Required Withholding.	15
10.7.	Code Section 409A	15
10.8.	Mitigation of Excise Tax	15
10.9.	Awards Not Taken into Account for Other Benefits	16
10.10.	Non-Exclusivity of Plan	16
10.11.	No Trust or Fund Created	16
10.12.	No Right to Continued Employment or Awards	16
10.13.	Military Service	16
10.14.	Construction	17
10.15.	Plan Document Controls	17

Diamond Resorts International, Inc.

Bonus Compensation Plan

Section 1.

Establishment, Purpose and Duration

1.1. Effective Date and Purpose. Diamond Resorts International, Inc., a Delaware corporation (the “Company”), hereby establishes the Diamond Resorts International, Inc. Bonus Compensation Plan (the “Plan”). The Plan is intended to assist the Company in attracting and retaining exceptionally qualified officers and employees upon whom, in large measure, the sustained progress, growth and profitability of the Company depend, to motivate such persons to achieve short-term and long-term Company goals by providing them with short-term and long-term performance-based incentive compensation, and to help ensure tax-deductibility of performance-based incentive amounts paid to the Company’s officers. The Plan was approved by the Company’s Board of Directors (the “Board”) on March 27, 2015, subject to approval by the Company’s stockholders, and, if approved by stockholders, the Plan shall become effective on May 19, 2015 (the “Effective Date”). Unless and until approved by the Company stockholders, no Awards shall be made under the Plan.

1.2. Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Section 8 hereof, until the date of the first meeting of the Company’s stockholders that occurs in the Year 2020. The expiration or termination of the ability to grant additional awards hereunder, as provided in this Section 1.2 or otherwise, shall not adversely affect any Awards previously granted hereunder.

Section 2.

Definitions

As used in the Plan, in addition to terms elsewhere defined in the Plan, the following terms shall have the meanings set forth below:

2.1. “Award” means any incentive award made hereunder.

2.2. “Award Agreement” means any written agreement, contract or other instrument or document (including a sub-plan or program adopted under this Plan) evidencing any Award granted hereunder between the Company and a Grantee.

2.3. “Beneficiary” means the Person designated to receive Plan benefits, if any, in accordance with Section 9, following a Grantee’s death.

2.4. “Board” has the meaning set forth in Section 1.1.

2.5. “Bonus Opportunity” means a Grantee’s threshold, target and/or maximum bonus opportunity for a Year; provided that such bonus opportunity shall be either (a) to the extent that

the Grantee has entered into an Employment Agreement with the Company, the threshold, target and/or maximum bonus levels, if any, specified in such Employment Agreement for such Year based on the Grantee’s base salary in effect on the first day of such Year, or (b) if there is no Employment Agreement in effect between the Company and the Grantee as of the first day of such Year or if the Employment Agreement does not specify such bonus levels, the percentage of such Grantee’s base salary in effect on the first day of such Year (or such later date as such person is designated as a Grantee) or such other amount as determined by the Committee in its sole discretion within the first ninety (90) days of such Year (or before such later date as such person is designated as a Grantee).

2.6. “Cause” means, as determined by the Committee, the occurrence of any one of the following: (a) commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the integrity, character or reputation of the Company, or that would cause harm to its customer relations, operations or business prospects; (b) breach of a fiduciary duty owed to the Company; (c) violation or threatening to violate a restrictive covenant agreement, such as a non-compete, non-solicit, or non-disclosure agreement, between an Eligible Person and any Employer; (d) unauthorized disclosure or use of confidential information or trade secrets; (e) violation of any lawful policies or rules of the Company, including any applicable code of conduct; (f) commission of criminal activity; (g) failure to reasonably cooperate in any investigation or proceeding concerning the Company; or (h) neglect or misconduct in the performance of the Grantee’s duties and responsibilities; provided that, if curable, such Grantee did not cure such neglect or misconduct within ten (10) days after the Company gave written notice of such neglect or misconduct to such Grantee; provided further, that in the event a Grantee is party to an Employment Agreement that contains a different definition of Cause, the definition of Cause contained in such Employment Agreement shall be controlling.

2.7. “Change in Control” means the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the Company), including a “group” as provided in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; (b) (i) the consummation of the Company’s consolidation or merger with or into another corporation other than a majority-owned subsidiary of the Company, or the sale, lease, exchange, or other disposition of at least sixty-five percent (65%) of the Company’s assets, and (ii) the persons who were the members of the Board prior to such consummation do not represent a majority of the directors of the surviving, resulting or acquiring entity or parent thereof; (c) the consummation of a plan of liquidation; or (d) within any period of 12 consecutive months, persons who were members of the Board immediately prior to such 12-month period, together with persons who were first elected as directors (other than as a result of any settlement of a proxy or consent solicitation contest or any action taken to avoid such a contest) during such 12-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 12-month period and who constituted a majority of the Board at the time of such election, cease to constitute a majority of the Board. Notwithstanding the foregoing, a Change in Control shall not occur with respect to a Deferred Compensation Award unless such Change in Control constitutes a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

2.8. “Code” means the Internal Revenue Code of 1986 (and any successor thereto), as amended from time to time. References to a particular section of the Code include references to regulations and rulings promulgated and in effect thereunder and to any successor provisions.

2.9. “Committee” has the meaning set forth in Section 3.1.

2.10. “Company” has the meaning set forth in Section 1.1.

2.11. “Covered Employee” means a Grantee who, as of the last day of the fiscal year in which the value of an Award is includable in income for federal income tax purposes, is one of the group of “covered employees,” within the meaning of Code Section 162(m), with respect to the Company.

2.12. “Deferred Compensation Award” means an Award that is not exempt from Code Section 409A and, thus, could subject the applicable Grantee to adverse tax consequences under Code Section 409A.

2.13. “Effective Date” has the meaning set forth in Section 1.1.

2.14. “Eligible Person” means any officer or employee of an Employer (including leased employees and co-employees with a professional employer organization).

2.15. “Employer” means the Company or any Subsidiary.

2.16. “Employment Agreement” means an employment agreement, offer letter, or other written agreement between an Employer and an Eligible Person which relates to the terms and conditions of such person’s employment with an Employer.

2.17. “Forfeiture Restriction” means a Restriction which causes the relevant Award to be forfeited to the extent such Restriction does not lapse prior to the Termination of Service of the applicable Grantee.

2.18. “Grant Date” means the date on which an Award is granted, which date may be specified in advance by the Committee.

2.19. “Grantee” means an Eligible Person who has been granted an Award.

2.20. “including” or “includes” means “including, but not limited to,” or “includes, but is not limited to,” respectively.

2.21. “Outside Director” means a member of the Board who satisfies the requirements to qualify as an “outside director” under Treasury Regulations Section 1.162-27(e)(3).

2.22. “Performance-Based Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m) contained in Code Section 162(m)(4)(C).

2.23. “Performance Goal” means the objective and/or subjective criteria determined by the Committee, the degree of attainment of which will affect the portion of the individual’s Bonus Opportunity potentially payable in respect of an Award. Performance Goals may contain threshold, target and/or maximum levels of achievement.

2.24. “Performance Measures” has the meaning set forth in Section 5.8(a).

2.25. “Performance Period” means that period established by the Committee at the time any Award is granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to such Award are to be measured.

2.26. “Person” means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, or other entity or government instrumentality, division, agency, body or department.

2.27. “Plan” has the meaning set forth in Section 1.1 and also includes any appendices and amendments hereto.

2.28. “Restriction” means any restriction on a Grantee’s free enjoyment of rights underlying an Award, including any such restriction as the Committee may impose in the Award Agreement. Restrictions may be based upon the passage of time, the satisfaction of performance criteria and/or the occurrence of one or more events or conditions, and shall lapse separately or in combination upon such conditions and at such time or times, in installments or otherwise, as the Committee shall specify.

2.29. “Share” means a share of the Company’s common stock.

2.30. “Subsidiary” means any Person that directly, or through one (1) or more intermediaries, is controlled by the Company and that would be treated as part of a single controlled group of corporations with the Company under Code Sections 414(b) and 414(c) if the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3) and Treasury Regulations Section 1.414(c)-2.

2.31. “Termination of Service” means: (a) with respect to awards other than Deferred Compensation Awards, the first day on which (i) an individual is for any reason no longer providing services to an Employer as an officer or employee, or (ii) with respect to an individual who is an officer or employee of a Subsidiary, such entity ceases to be a Subsidiary of the Company and such individual is no longer providing services to the Company or another Subsidiary as an officer or employee; or (b) with respect to Deferred Compensation Awards, a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) occurs.

2.32. “Total Payments” has the meaning set forth in Section 10.8.

2.33. “Year” means a calendar year.

Section 3.

Administration

3.1. Committee. Subject to Section 3.2, the Plan shall be administered by the Compensation Committee of the Board or the Board or such other committee of the Board as determined by the Board (in either case, the “Committee”). The members of the Committee shall be appointed by the Board from time to time and may be removed by the Board from time to time. With respect to Awards that are intended to satisfy the Performance-Based Exception, the Committee shall consist of two or more directors of the Company, all of whom qualify as Outside Directors. The number of members of the Committee shall from time to time be increased or decreased to the extent the Board deems appropriate.

3.2. Powers of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full power and authority and sole discretion as follows:

(a) to determine when, to whom (i.e., what Eligible Persons) and in what types and amounts Awards should be granted;

(b) to grant Awards to Eligible Persons in any number, and to determine the terms and conditions applicable to each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to comply with Code Section 409A, the amount to which an Award will relate, any limitation or Restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture provisions, restrictive covenants, any Performance Goals, including those relating to the Company and/or a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, satisfaction of performance criteria or the occurrence of one or more events or conditions;

(c) to determine the benefit (including any Bonus Opportunity) payable under any Award and to determine whether any performance or vesting conditions, including Performance Measures and Performance Goals, have been satisfied;

(d) to determine whether or not specific Awards shall be granted in conjunction with other specific Awards;

(e) to determine the term of any Award, as applicable;

(f) to determine whether, to what extent and under what circumstances an Award may be accelerated, vested, canceled, forfeited or surrendered (each in accordance with the terms and requirements of the Plan) or any terms of the Award may be waived, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time or to extend the period subsequent to a Termination of Service within which an Award may continue to vest;

(g) to determine with respect to Awards, whether, to what extent and under what circumstances amounts payable with respect to an Award will be deferred, either at the election of the Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (for purposes of limiting any loss of deductibility pursuant to Code Section 162(m) or otherwise) and to provide for the payment of interest or other rate of return determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases permitted under Code Section 162(m), Code Section 409A or otherwise, for the period of any delay or deferral in payment of an Award;

(h) to make such adjustments or modifications to Awards to Grantees who are working outside the United States as are advisable to fulfill the purposes and intent of this Plan or to comply with applicable local law and to establish sub-plans for Eligible Persons outside the United States with such provisions as are consistent with the purposes and intent of this Plan as may be suitable in other jurisdictions;

(i) to determine whether and under what circumstances a Grantee has incurred a Termination of Service (e.g., whether Termination of Service was for Cause);

(j) to determine whether an Award is intended to satisfy the Performance-Based Exception; provided that Awards granted hereunder are presumed to be intended to satisfy the Performance-Based Exception unless the Committee specifically determines otherwise;

(k) to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(l) without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or non-recurring events (including events described in Section 4.1) affecting an Employer or the financial statements of an Employer, or in response to changes in applicable laws, regulations or accounting principles; provided that in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee continues to desire to have the Performance-Based Exception apply;

(m) to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(n) to determine the terms and conditions of all Award Agreements applicable to Grantees (which need not be identical) and, with the consent of the applicable Grantee (except as provided in this Section 3.2(n), and Sections 5.5 and 8.2), to amend any such Award Agreement at any time; provided that the consent of the Grantee shall not be required for any amendment (i) that does not materially and adversely affect the rights of the Grantee, (ii) that is necessary or advisable (as determined by the Committee) to carry out the purpose of the Award as a result of any new law or regulation, or a change in an existing law or regulation or interpretation thereof, (iii) to the extent the Award Agreement specifically permits amendment without such consent, or (iv) to the extent such amendment is a

termination that is intended to comply with Treasury Regulations Section 1.409A-3(j)(4)(ix);

(o) to impose such additional terms and conditions upon the grant or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate;

(p) to correct any defect, supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, any rules and regulations adopted hereunder, any Award Agreement or any other instrument entered into or relating to an Award under the Plan; and

(q) to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and determinations, including factual determinations, as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

Section 4.

Adjustment and Performance-Based Exception

4.1. Adjustments in Authorized Shares and Awards.

(b) Notwithstanding Section 4.1(a), (i) any adjustments made pursuant to Section 4.1(a) shall be made in such a manner so that, to the extent reasonably possible without increasing the liability of the Company, after such adjustment, Awards continue not to be non-qualified deferred compensation subject to Code Section 409A (or if such Awards are already subject to Code Section 409A, so as not to give rise to adverse tax consequences thereunder), and (ii) in no event shall such adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee continues to desire to have the Performance-Based Exception apply.

Section 5.

Eligibility and General Conditions of Awards

5.1. Eligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award.

5.2. Award Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.

5.3. General Terms and Termination of Service. Except as provided in an Award Agreement or as otherwise provided below in this Section 5.3, all Awards that remain subject to Forfeiture Restrictions or that are not otherwise vested at the time of a Termination of Service shall be cancelled and forfeited to the Company. Notwithstanding anything to the contrary in the Plan, the Committee may in its sole discretion as to all or part of any Award to any Grantee, at the time an Award is granted or thereafter, (i) determine that some or all Awards by such Grantee shall become vested or Restrictions shall lapse during employment or upon a Termination of Service, (ii) determine that some or all Awards held by such Grantee shall continue to become vested, in full or in installments, or Restrictions shall continue to lapse, after a Termination of Service, or (iii) provide that any Award shall, in whole or in part, not be forfeited upon a Termination of Service. Notwithstanding the foregoing, to the extent a Grantee is subject to an Employment Agreement that requires treatment of such Grantee’s performance bonus in the event of such Grantee’s Termination of Service that is different than the treatment otherwise required by this Section 5.3, the terms of such Employment Agreement shall control.

5.4. Non-transferability of Awards.

(a) Each Award and each right under any Award shall be payable only to the Grantee during the Grantee’s lifetime, or, if permissible under applicable law, by the Grantee’s guardian or legal representative.

(b) Nothing herein shall be construed as requiring the Committee to honor the order of a domestic relations court regarding an Award, except to the extent required under applicable law.

5.5. Cancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any

unsettled Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan, or is in violation of any restrictive covenant or other agreement with an Employer.

5.6. Awards Subject to Applicable Policies. Awards granted pursuant to the Plan and amounts paid hereunder shall be subject to all applicable policies of the Company that relate to recovery of compensation (i.e., clawbacks).

5.7. Compliance With Code Section 162(m).

(a) Section 162(m) Compliance. To the extent the Committee determines that compliance with the Performance-Based Exception is desirable with respect to an Award, Section 5.7 and Section 5.8 shall apply. In the event that changes are made to Code Section 162(m) to permit additional flexibility with respect to any Awards made under the Plan, the Committee may thereafter, subject to this Section 5.7, make any adjustments to outstanding Awards as it deems appropriate.

(b) Annual Individual Limitations. During any Year, no Grantee may be granted Awards that are intended to satisfy the Performance-Based Exception and have a Performance Period with a duration of up to one year, that have an aggregate maximum payout which could exceed $8,000,000. During any Year, no Grantee may be granted Awards that are intended to satisfy the Performance-Based Exception and have a Performance Period with a duration of longer than one Year, that have an aggregate maximum payout which could exceed $8,000,000. For the avoidance of doubt, the annual limits set forth in the preceding two (2) sentences are separate and distinct limits.

(d) Establishment of Performance Goals. With respect to Awards intended to satisfy the Performance-Based Exception, the Committee shall establish Performance Goals for the applicable Performance Period (which may be the same or different for some or all Eligible Persons) and may establish the threshold, target and/or maximum Bonus Opportunity for each Grantee for the attainment of specified threshold, target and/or maximum Performance Goals. Performance Goals and Bonus Opportunities shall be set forth in the applicable Award Agreement, and may be weighted for different factors and measures as the Committee shall determine. For Awards intended to satisfy the Performance-Based Exception with a Performance Period based on a Year, or a period lasting longer than a year, the establishment required by this Section 5.7(d) shall occur within the first ninety (90) days of such Year or Performance Period, as applicable. For Awards intended to satisfy the Performance-Based Exception with a Performance Period lasting less than a year, the establishment required by this Section 5.7(d) shall occur on or prior to the date that is no later than twenty-five percent (25%) through the duration of the relevant Performance Period.

(e) Committee Certification. Prior to payment of cash in connection with any Award that is intended to satisfy the Performance-Based Exception, the Committee shall determine and certify in writing the degree of attainment of Performance Goals. The Committee reserves the discretion to reduce (but not below zero) the amount of an individual’s payment below the amount that might otherwise be due based on the degree of attainment of Performance Goals. The determination of the Committee to reduce (or not pay) an individual shall not affect the maximum amount payable to any other individual. No amount shall be payable in respect of an Award intended to qualify for the Performance-Based Exception unless at least the established threshold Performance Goal (if any) is attained.

5.8. Performance Based Exception Under Section 162(m).

(a) Performance Measures. Subject to Section 5.8(b), unless and until the Committee proposes for stockholder vote and the stockholders approve a change in the general measures set forth in this Section 5.8(a), for Awards designed to qualify for the Performance-Based Exception, the objective performance criteria shall be based upon one or more of the following (each a “Performance Measure”):

(i) Earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-Share basis);

(ii) Net income or loss (either in the aggregate or on a per-Share basis);

(iii) Operating profit;

(iv) Cash flow (either in the aggregate or on a per-Share basis);

(v) Free cash flow (either in the aggregate on a per-Share basis);

(vi) Costs;

(vii) Revenues;

(viii) Management and member service revenues;

(ix) Vacation interest sales;

(x) Club revenues;

(xi) Measures of guest satisfaction;

(xii) Reductions in expense levels;

(xiii) Operating and maintenance cost management and employee productivity;

(xv) Net economic value;

(xvi) Economic value added;

(xviii) Debt ratings, debt leverage and debt service;

(c) Adjustments. The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided that any Award which is designed to qualify for the Performance-Based Exception may not (unless the Committee determines that it no longer intended to qualify for the Performance-Based Exception) be adjusted upward; and provided further that the Committee shall retain the discretion to adjust any Award downward. The Committee may not delegate any responsibility with respect to any Award intended to qualify for the Performance-Based Exception. All determinations by the Committee as to the achievement of the Performance Measure(s) shall be in writing prior to payment of the Award.

5.9. Changes to Performance Measures. In the event that applicable laws, rules or regulations change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.

5.10. Revocation. The Committee shall have the right, exercisable in its sole discretion, to determine that an Award that was previously intended to satisfy the Performance-Based Exception shall cease to be intended to satisfy the Performance-Based Exception. If the Committee make the determination described in this Section 5.10 with respect to an Award, such determination will not affect the Grantee’s rights with respect to such Award.

Section 6.

Bonuses

6.1. Awards. Subject to and consistent with the provisions of the Plan, Awards may be granted to any Eligible Person in accordance with the provisions of this Section 6. The Committee shall designate the individuals eligible to be granted a Award. In the case of an Award intended to qualify for the Performance-Based Exception, such designation shall comply with the requirements of Sections 5.7 and 5.8 hereof. The opportunity to be granted an Award shall be evidenced by an Award Agreement or in such form as the Committee may approve, which shall specify the individual’s Bonus Opportunity, the Performance Goals, and such other terms not inconsistent with the Plan as the Committee shall determine.

6.2. Determination of Amount of Awards.

(a) Aggregate Maximum. The Committee may establish limitations as to the maximum aggregate amount of Awards payable for any Year or Performance Period.

(b) Establishment of Performance Goals and Bonus Opportunities. The Committee shall establish Performance Goals for the Year or Performance Period (which, in either case, may be the same or different for some or all Eligible Persons) and may establish the threshold, target and/or maximum Bonus Opportunity for each Grantee for the attainment of specified threshold, target and/or maximum Performance Goals. In the case of an Award intended to qualify for the Performance-Based Exception, such establishment shall comply with the requirements of Section 5.7(d) hereof. Performance Goals and Bonus Opportunities may be weighted for different factors and measures as the Committee shall determine.

6.3. Time of Payment of Awards. Except as otherwise set forth in the applicable Award Agreement, Awards shall be paid as soon as administratively practicable after the Committee determines the amount of the Award payable under this Section 6 but not later than two and one-half months after the end of the applicable Year or Performance Period.

6.4. Form of Payment of Awards. An individual’s Award shall be paid in cash, in Shares, in the form of awards under any equity compensation plan maintained by the Company,

or in any other form (or any combination of the foregoing) as provided in the Award Agreement or as the Committee may determine.

Section 7.

Change in Control

7.1 Acceleration of Vesting. Unless otherwise provided in the applicable Award Agreement, upon the occurrence of both (a) a Change in Control (as applicable with respect to an Award), and (b) the Grantee’s involuntary Termination of Service (other than due to Cause) that occurs during the twenty-four (24) month period immediately following such Change in Control, such Award shall become vested, all Restrictions shall lapse and all Performance Goals shall be deemed to be met at target levels, as applicable; provided that no payment of an Award shall be accelerated to the extent such payment would cause such Award to be subject to the adverse tax consequences under Code Section 409A. The Committee may, in its discretion, include such further provisions and limitations with respect to a Change in Control in any Award Agreement as it may deem desirable.

7.2. Special Treatment in the Event of a Change in Control. In order to maintain the Grantee’s rights upon the occurrence of any event satisfying the definition of “Change in Control” with respect to an Award, the Committee, as constituted before such event, may, in its sole discretion, as to such Award, either at the time the Award is made hereunder or any time thereafter: (a) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; and/or (b) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving entity after such Change in Control. In order to maintain the Grantee’s rights with respect to an Award upon the occurrence of a Change in Control in which such award is not to be assumed by the acquiring or surviving entity, the Committee shall cause such Award to be settled at the time of the the Change in Control; provided that, unless determined otherwise by the Committee in its sole discretion, no action taken pursuant to this Section 7 shall cause an Award that is intended to satisfy the Performance-Based Exception to fail to satisfy such exception.

7.3. Employment Agreement May Control. Notwithstanding anything in this Section 7 to the contrary, to the extent a Grantee is subject to an Employment Agreement that requires treatment of such Grantee’s performance bonus in the event of Change in Control that is different than the treatment otherwise required by this Sections 7.1 and 7.2, the terms of such Employment Agreement shall control.

Section 8.

Amendments and Termination

8.1. Amendment and Termination.

(a) Subject to Section 8.2, the Board may at any time amend, alter, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders; provided that (i) any amendment shall be subject to the approval of the Company’s stockholders if such approval is required by any federal or state law or regulation or any stock exchange or market on which the Shares may then be listed or quoted (either on its own or in order to maintain the intended tax, legal and accounting treatment), and (ii) no Plan amendment or termination shall accelerate the timing of any payments that constitute non-qualified deferred compensation to any Grantee under Code Section 409A so as to result in adverse tax consequences under Code Section 409A.

(b) Subject to Section 8.2, the Committee may amend the terms of any Award Agreement, prospectively or retroactively, in accordance with the terms of the Plan; provided that, unless determined otherwise by the Committee in its sole discretion, no action taken pursuant to this Section 8.1(b) shall cause an Award that is intended to satisfy the Performance-Based Exception to fail to satisfy such exception.

8.2. Previously Granted Awards. Except as otherwise specifically provided in the Plan (including Sections 3.2(k), 3.2(n), 5.5, 8.1, this Section 8.2, and Section 10.7) or an Award Agreement, no termination, amendment or modification of the Plan shall adversely affect in any material respect the rights of any Grantee under any Award previously granted under the Plan or an Award Agreement without the written consent of the Grantee of such Award. Notwithstanding the foregoing, the Board or the Committee (as applicable) shall have the authority to amend the Plan and outstanding Awards to the extent necessary or advisable to account for changes in applicable law, regulations, rules or other regulatory requirements without a Grantee’s consent.

Section 9.

Beneficiary Designation

Section 10.

General Provisions

10.1. Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware, other than its law respecting choice of laws, and applicable federal law. Venue shall be

in, and subject to the jurisdiction of, the courts of the State of Delaware or a Federal Court located in the State of Delaware (as may be appropriate).

10.2. Severability. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, it shall be stricken and the remainder of the Plan and any such Award shall remain in full force and effect.

10.3. Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

10.4. Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges or markets as may be required. Notwithstanding any provision of the Plan or any Award Agreement, a Grantee shall not be entitled receive payment under any Award, and the Company (or any Subsidiary) shall not be obligated to make such payment, if such payment would constitute a violation by the Grantee, the Company or a Subsidiary of any applicable law or regulation.

10.5. Securities Law Compliance. If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any securities exchange or market upon which Shares may be listed, the Committee may impose any restriction on Awards as it may deem advisable. If the Committee determines that the delivery of payment pursuant to any Award would violate any applicable provision of securities laws or the listing requirements of any securities exchange or market on which any of the Company’s equity securities are listed or quoted, then the Committee may postpone any such delivery to comply with all such provisions at the earliest practicable date.

10.6. Required Withholding. The applicable Employer shall withhold from any payments made pursuant to the Plan or any Award Agreement all amounts required to be withheld for tax purposes.

10.7. Code Section 409A. To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in accordance with Code Section 409A, including, any regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided that, in the event that the Committee determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder, and/or (b) take such other actions as the Committee determines

necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Grantee (or his or her Beneficiaries, as applicable) results in, or causes in any manner, the application of any adverse tax consequence under Code Section 409A or otherwise to be imposed, then the Grantee (or his or her Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Grantee (or his or her Beneficiaries, as applicable) for, any such adverse tax consequences. If any Deferred Compensation Award is payable to a “specified employee” (within the meaning of Treasury Regulations Section 1.409A-1(i)), then such payment, to the extent payable due to the Grantee’s Termination of Service and not otherwise exempt from Code Section 409A, shall not be paid before the date that is the first day of the seventh month after the date of such Termination of Service (or, if earlier, the date of such Grantee’s death).

10.8. Mitigation of Excise Tax. Subject to the last sentence of this Section 10.8, if any payment or right accruing to a Grantee under the Plan (without the application of this Section 10.8), either alone or together with other payments or rights accruing to the Grantee from an Employer (“Total Payments”), would constitute a “parachute payment” (as defined in Code Section 280G), such payments and rights shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being subject to an excise tax under Code Section 4999 or being disallowed as a deduction under Code Section 280G. The determination of whether and how any reduction in the rights or payments under the Plan is to apply shall be made by the Committee in good faith after consultation with the Grantee, and such determination shall be conclusive and binding on the Grantee. The Grantee shall cooperate in good faith with the Committee in making such determination and providing the necessary information for this purpose. Unless otherwise provided in an Award Agreement or in an Employment Agreement, the foregoing provisions of this Section 10.8 shall apply with respect to any Person only if, after reduction for any applicable federal excise tax imposed by Code Section 4999 and federal income tax imposed by the Code, the Total Payments accruing to such person would be less than the amount of the Total Payments as reduced, if applicable, under the foregoing provisions of the Plan and after reduction for only federal income taxes. Notwithstanding the foregoing, in the event a Grantee is a party to an Employment Agreement or other agreement with his or her Employer that provides for more favorable treatment for the Grantee regarding Section 280G of the Code, such agreement shall be controlling.

10.9. Awards Not Taken into Account for Other Benefits. Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other employee benefit plan of an Employer, except as such plan shall otherwise expressly provide, or (b) any Employment Agreement between an Employer and the Grantee, except as such Employment Agreement shall otherwise expressly provide.

10.10. Non-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for officers or employees as it may deem desirable. In addition, nothing in this Plan or any Award Agreement shall obligate the Company to cause payments made by any Employer to any Covered Person to satisfy the Performance-Based Exception.

10.11. No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Grantee or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Subsidiary.

10.12. No Right to Continued Employment or Awards. No employee shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award. The grant of an Award shall not be construed as giving a Grantee the right to be retained in the employ of the Company or any Subsidiary or to be retained as an officer or employee of the Company or any Subsidiary. Further, the Company or a Subsidiary may at any time terminate the employment of a Grantee free from any liability, or any claim under the Plan or any Award Agreement, unless otherwise expressly provided in the Plan or in such Award Agreement.

10.13. Military Service. Awards shall be administered in accordance with Code Section 414(u) and the Uniformed Services Employment and Reemployment Rights Act of 1994.

10.14. Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not exclusive and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the masculine or feminine genders include the opposite gender and the neuter gender. The headings of sections and subsections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. All references to Sections herein are intended to be references to sections of this Plan, unless otherwise indicated.

10.15. Plan Document Controls. This Plan and each Award Agreement constitute the entire agreement with respect to the subject matter hereof and thereof; provided that in the event of any inconsistency between the Plan and such Award Agreement, the terms and conditions of the Plan shall control.

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