FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels • Maryland
EMPLOYEE MATTERS AGREEMENT by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., VISTANA SIGNATURE EXPERIENCES, INC. And INTERVAL LEISURE GROUP, INC. dated as ofEmployee Matters Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2015, by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (“Starwood”), VISTANA SIGNATURE EXPERIENCES, INC., a Delaware corporation (“Vistana”) and INTERVAL LEISURE GROUP, INC., a Delaware corporation (“ILG,” and together with Starwood and Vistana, the “Parties”).
FORM OF TAX MATTERS AGREEMENT by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc. Dated as of [•]Tax Matters Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [•], is by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Vistana Signature Experiences, Inc. (“Vistana”), a Delaware corporation and Interval Leisure Group, Inc. (“Iris”), a Delaware corporation. Each of Starwood, Vistana and Iris is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
FORM OF TRANSITION SERVICES AGREEMENT dated as of by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC. andTransition Services Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels • New York
This TRANSITION SERVICES AGREEMENT, dated as of [ · ], 2015 (the “Effective Date”), is entered into by and between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), on behalf of itself and any of its Affiliates that are Providers hereunder and Interval Leisure Group, Inc., a Delaware corporation (“Buyer”), on behalf of itself and any of its Affiliates that are Recipients hereunder. Starwood and Buyer are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”
FORM OF LICENSE, SERVICES AND DEVELOPMENT AGREEMENT dated as ofLicense, Services and Development Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels • Maryland
This LICENSE, SERVICES, AND DEVELOPMENT AGREEMENT (“Agreement”), effective as of [ · ], (“Effective Date”), is entered into by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Vistana Signature Experiences, Inc., a Delaware corporation (“Vistana”) and, solely for the purposes of the Guaranty in Section 26 and Sections 18, 21.1, 22, and 24 and, as applicable, Exhibit A, Interval Leisure Group, Inc., a Delaware corporation (“Parent”).
FORM OF STARWOOD PREFERRED GUEST AFFILIATION AGREEMENT dated as of by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,Starwood Preferred Guest Affiliation Agreement • December 16th, 2015 • Vistana Signature Experiences, Inc. • Hotels & motels
This STARWOOD PREFERRED GUEST AFFILIATION AGREEMENT (this “Agreement”), effective as of [ · ] (“Effective Date”), is entered into by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood”), Preferred Guest, Inc., a Delaware corporation, (“PGI,” and together with Starwood, the “Starwood Parties”), and Vistana Signature Experiences, Inc., a Delaware corporation (“Vistana”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., Iris Merger Sub, Inc., and Interval Leisure Group, Inc. Dated as of April 18, 2016Agreement and Plan of Merger • April 19th, 2016 • Vistana Signature Experiences, Inc. • Hotels & motels • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2016 (as it may be further amended, restated or otherwise modified from time to time, this “Agreement”), is entered into by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation and the sole stockholder of Vistana (“Starwood”), Vistana Signature Experiences, Inc., a Delaware corporation and a wholly-owned Subsidiary of Starwood (“Vistana”), Interval Leisure Group, Inc., a Delaware corporation (“ILG”), and Iris Merger Sub, Inc., a Delaware corporation and a newly-formed, wholly-owned Subsidiary of ILG (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.
