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):  March 2, 2011

Interval Leisure Group, Inc.

(Exact name of registrant as specified in charter)

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

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

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

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

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

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

o            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.

On March 2, 2011, the Compensation and Human Resources Committee of the Board of Directors of Interval Leisure Group, Inc. (“ILG”) established both a 2011 Long-Term Incentive Program and a 2011 Annual Incentive Program, each pursuant to the terms and conditions of ILG’s 2008 Stock and Annual Incentive Plan, as amended.  Under both of these programs eligible executives include the President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel, and Chief Accounting Officer.

The 2011 Annual Incentive Program is similar to the prior Annual Incentive Program adopted by the committee and provides for a cash payment in an amount based upon each executive’s target annual incentive opportunity, ILG’s financial performance, and, for some executives, individual performance. ILG’s financial performance for purposes of the annual incentive program will be measured using both EBITDA and, beginning with 2011, Revenue. For this purpose, EBITDA is defined as net income excluding, if applicable: (1) non-cash compensation expense, (2) depreciation expense, (3) amortization expense, (4) goodwill and asset impairments, (5) income taxes, (6) minority interest in loss (income) of consolidated subsidiaries, (7) interest income and interest expense, (8) other non-operating income and expense, and (9) one time charges.  Revenue is the consolidated revenue of ILG for 2011.  For the Chief Executive Officer and the Chief Operating Officer, the payment is based 80% on the EBITDA target and 20% on the revenue target. For the remaining officers the payout is based 60% on the EBITDA target, 20% on the revenue target and 20% on subjective performance.  If target levels of performance are achieved, the target payout will be earned. If higher levels of performance are achieved, additional amounts will be earned up to 200% of the target. If lower levels of performance are achieved, a lesser amount will be earned. If minimum performance levels are not achieved, no payout based on the revenue and EBITDA targets will be earned.

The 2011 Long-Term Incentive program is similar to the prior Long-Term Incentive Program adopted by the committee and consists of two components: annual restricted stock units (“RSUs”) and performance RSUs.  For 2011, 75% of each executive’s long-term incentive opportunity will be delivered through annual RSUs vesting pro-rata over four years and 25% will be delivered through performance RSUs. The annual RSUs will vest 25% each year with full vesting occurring four years after the date of grant, subject, in the case of each executive named above, to the satisfaction of initial performance conditions related to specified operating metrics relating to unit volume and market share. Beginning with 2011, the performance RSUs will consist of RSUs that can be earned based on achievement of a targeted level of cumulative EBITDA (defined as above) for the years 2011-2013. If target levels of performance are achieved, the target number of performance shares will be earned. If higher levels of performance are achieved, additional shares will be earned up to 200% of the target. If lower levels of performance are achieved, fewer shares will be earned. If minimum performance levels are not achieved, no performance shares will be earned. Any shares that are earned based on the cumulative 2011-2013 EBITDA performance will vest on the later of the third anniversary of the grant date or the date on which the Compensation and Human Resources Committee certifies attainment of performance levels. If the executive leaves the organization prior to the vesting for good reason, termination without cause, death, or disability (as further defined in the terms and conditions), one-third of the performance RSUs for each completed 12-month period of service will be retained subject to attainment of ILG’s attainment of the 2011 – 2013 performance criteria and the remainder will be forfeited.

The foregoing is only a brief summary and the specific terms and conditions of the annual RSUs and performance RSUs are qualified by the terms and conditions set forth as Exhibit 10.1 hereto.

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ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits to this Form 8-K

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SIGNATURES

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

Date:  March 8, 2011

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EXHIBIT LIST

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