Vacations. During the Term and beginning on the Effective Date, the Executive shall be entitled to accrue up to five (5) weeks paid vacation for each full calendar year of employment, which shall be accrued ratably. Any accrued but unused vacation time shall carryover to the subsequent year with a maximum of 240 hours accrued. The Executive shall also be entitled to all paid holidays given by the Company to its executives.

Vacations and Holidays:

GRAND VACATIONS SERVICES LLC,

take vacations and be entitled to sick leave in accordance with the Corporation’s policy for officers of the Corporation.

During the term of his employment under this Agreement, Employee shall devote substantially his full business time, energy and attention to the benefit and business of Employer as may be necessary in performing his duties pursuant to this Agreement, subject to the following sentence. Employee shall not provide services of a business nature to any other person except that Employee may engage in the Permitted Activities (as defined in Section 11(e)) provided that such activities do not significantly interfere with Employee’s performance of his duties hereunder. In order to maximize Employee’s efficiency and effectiveness for Employer, Employee may utilize the services of his executive assistant to assist Employee with de minimis personal matters.

Without limiting the generality of the foregoing, Melamed shall devote to her employment the same time and attention as she did prior to the date of the Sale, with RoxSan and the Company acknowledging that Melamed usually does not work on Wednesday. Melamed further agrees that when the performance of her duties reasonably requires, she shall be present on RoxSan’s premises (located in [[Address A:Address]]) or engaged in service to or on behalf of RoxSan except during vacations, regular business holidays or weekends.

During the Term of Employment, Executive shall be entitled to such vacations and to participate in and receive any other benefits customarily provided by the Company to its management (including any profit sharing, pension, 401(k), short and long-term disability insurance, medical and dental insurance and group life insurance plans in accordance with and subject to the terms of such plans, including, without limitation, any eligibility requirements contained therein), all as determined from time to time by the Compensation Committee of the Board of Directors in its discretion.

A failure by Employer to use its best efforts to provide Executive with either the same fringe benefits (including retirement benefits and paid vacations) as were provided to Executive prior to the Change in Control or a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to the Change in Control, is substantially comparable in all material respects to the fringe benefits (taken as a whole) in effect prior to the Change in Control, which failure results in a material diminution in the overall compensation payable to [[Person A:Person]];

Other Benefits. During the Employment Period, except for equity compensation and severance, Executive will be entitled to participate in employee benefit plans or programs for which senior executives generally are eligible, subject to the terms and conditions of such plans or programs as in effect from time to time. Nothing in this Agreement will preclude any member of the Company Group from amending or terminating any of their employee benefit plans or programs from time to time. Executive will be entitled to four (4) weeks paid vacation plus Company designated holidays during each calendar year of the Employment Period. In all other respects, the Company’s vacation policies shall apply to vacations including with respect to use and accrual.

The Employee shall devote substantially all of his working time to the business and affairs of the Company other than during vacations and periods of illness or incapacity; provided, however, that nothing in this Agreement shall preclude the Employee from devoting time required: # for serving as a director or officer of any organization or entity that does not compete with the Company or any other businesses in which the Company is directly involved or becomes involved as a function of Employee’s duties; # delivering lectures or fulfilling speaking engagements; or # engaging in charitable and community activities, including sitting on any Boards of Directors and/or committees of such organizations related to such activities; provided, however, that such activities do not interfere with the performance of his duties hereunder.