Bonus Compensation Plan (2015)Full Document 

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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

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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

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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.
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