FAIRFIELD COMMUNITIES INC
EXHIBIT 10.15
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>0016.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>





                           FAIRFIELD COMMUNITIES, INC.

                                WARRANT AGREEMENT
                                -----------------

     WHEREAS,              (hereinafter  called  the  "Participant")  is  a  key
               ----------
employee of Fairfield Communities, Inc., a Delaware corporation ("FCI"); and

     WHEREAS, as part of its compensation  programs, FCI has available for award
to  directors of FCI and officers  and  executives  of FCI and its  Subsidiaries
warrants to purchase  shares of FCI's Common Stock  pursuant to the terms of its
Third Amended and Restated 1992 Warrant Plan (a copy of which is attached hereto
as Exhibit A) (the "Plan"); and

     WHEREAS,  the grant of this Warrant to the Participant and the execution of
a  Warrant  Agreement  in the form  hereof  have  been  duly  authorized  by the
Compensation  Committee of FCI's Board of Directors,  to become effective on the
Date of Grant (as defined below);

     NOW,  THEREFORE,  effective  as of the Date of  Grant,  FCI  grants  to the
Participant a Warrant  pursuant to the Plan to purchase         shares of Common
                                                         ------
Stock at a price equal to $       per share,  subject to  adjustment  in certain
                           ------
circumstances  as provided  below or  pursuant to the Plan,  and agrees to cause
certificates  for  any  shares  purchased  hereunder  to  be  delivered  to  the
Participant  upon  payment  of the  aggregate  Warrant  Price  in  full  and any
withholding taxes, all subject, however, to the terms and conditions hereinafter
set forth.  Capitalized  terms  used in this  Agreement  that are not  otherwise
defined in this Agreement are used as defined in the Plan.

     1. The "Date of Grant" is         ,     .
                               --------  ----

     2. This Warrant shall become exercisable to the extent of 25% of the shares
hereinabove specified on each of the first, second, third and fourth anniversary
dates of the Date of Grant;  provided,  that,  the  Participant  has remained in
continuous  service  from and after  the Date of Grant as,  and is, on each such
vesting date, an employee of FCI, and further provided, that, this Warrant shall
become exercisable to the extent of 100% of the shares hereinabove  specified in
the event that, subject to the limitation  provided below, a "Change in Control"
occurs at such time as  Participant  is  employed  by FCI,  and has  remained in
continuous  service  from and  after  the Date of  Grant.  The term  "Change  in
Control" shall mean the happening of any of the following:

     (a) During  any  period of 24  consecutive  months,  ending  after the date
hereof:
<PAGE>

          (i)  individuals  who were  directors of FCI at the  beginning of such
     24-month period, and

          (ii) any new director whose election or nomination for election by the
     Board of  Directors  was  approved by a vote of the greater of (A) at least
     two-thirds  (2/3),  or (B) four  affirmative  votes,  in each case,  of the
     directors  then still in office who were either  directors at the beginning
     of such 24-month  period or whose  election or nomination  for election was
     previously so approved

cease for any reason to constitute a majority of the Board of Directors of FCI;

     (b) Any person or entity (other than FCI or its Subsidiary employee benefit
plan or plans or any trustee of or fiduciary  with respect to such plan or plans
when  acting  in  such  capacity),   or  any  group  acting  in  concert,  shall
beneficially own,  directly or indirectly,  more than fifty percent (50%) of the
total  voting  power  represented  by the  then  outstanding  securities  of FCI
entitled to vote generally in the election of directors ("Voting Securities");

     (c) Upon a merger,  combination,  consolidation or  reorganization  of FCI,
other than a merger,  combination,  consolidation or reorganization  which would
result in (i) the Voting Securities of FCI outstanding immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into Voting Securities of the surviving entity) at least 50% of the voting power
represented by the Voting Securities of FCI or such surviving entity outstanding
immediately  after such  transaction  and (ii) at least such 50% of voting power
continuing to be held in the  aggregate by the holders of the Voting  Securities
of FCI  immediately  prior  to such  transaction  (conditions  (i) and  (ii) are
referred to as the "Continuance Conditions"); or

     (d) All or  substantially  all of the  assets of FCI are sold or  otherwise
disposed of, whether in one transaction or a series of transactions,  unless the
Continuance  Conditions  shall have been satisfied with respect to the purchaser
of such assets and such purchaser assumes FCI's obligations under this Warrant.

Notwithstanding any provision of this Warrant to the contrary,  if any amount or
benefit to be paid or provided under this Warrant would be an "Excess  Parachute
Payment",  within the meaning of Section  280G of the  Internal  Revenue Code of
1986, as amended (the "Code"), or any successor  provision thereto,  but for the
application  of this  sentence,  then the  payments  and  benefits to be paid or
provided  under this Warrant  shall be reduced to the minimum  extent  necessary
(but in no event to less than zero) so that no  portion  of any such  payment or
benefit,  as so reduced,  constitutes  an Excess  Parachute  Payment;  provided,
however,  that the foregoing  reduction  shall be made only if and to the extent
that such  reduction  would result in an increase in the  aggregate  payment and
benefits to be provided,  determined on an after-tax  basis (taking into account
the excise tax imposed  pursuant to Section 4999 of the Code,  or any  successor
provision thereto, any tax imposed by any comparable provision of state law, and
any applicable  federal,  state and local income taxes).  The  determination  of
whether any  reduction  in such  payments or benefits to be
<PAGE>

provided  under this Warrant or otherwise is required  pursuant to the preceding
sentence  shall be made at the expense of FCI, if  requested by  Participant  or
FCI, by FCI's  independent  accountants.  The fact that  Participant's  right to
payments or benefits  may be reduced by reason of the  limitations  contained in
this paragraph shall not of itself limit or otherwise affect any other rights of
Participant  other than pursuant to this Warrant.  In the event that any payment
or benefit  intended to be provided  under this Warrant or otherwise is required
to be reduced  pursuant  to this  paragraph,  Participant  shall be  entitled to
designate the payments  and/or benefits to be so reduced in order to give effect
to this paragraph. FCI shall provide Participant with all information reasonably
requested by Participant to permit Participant to make such designation.  In the
event that Participant  fails to make such  designation  within 10 business days
following  the date of an  occurrence  of a "Change in Control",  FCI may effect
such reduction in any manner it deems appropriate.

To the extent  exercisable,  this  Warrant may be  exercised in whole or in part
from time to time,  subject to the time  limitations  set forth in  paragraph  4
below.

     3. The Warrant  shall be exercised  by delivery to the  Secretary of FCI of
both (a) an originally  signed,  irrevocable  written  notice of exercise of the
number of shares  being  purchased  (which shall not exceed the number of shares
exercisable  pursuant  to  paragraph  2  above),  specifying  a  lawful  rate of
withholding for any federal,  state,  local and any other income taxes,  and (b)
full payment of the Warrant Price. The Warrant Price shall be payable in cash or
by check  acceptable to FCI. In addition,  the Participant  shall be required to
satisfy any taxes required or requested to be withheld in the manner provided in
the first  sentence  of  Section 7 of the Plan  prior to  delivery  of any share
certificates.

     4. This Agreement shall  automatically  expire on the earliest of (a) eight
years from the Date of Grant (the "Specified Term") or (b) immediately following
the lapsing of either of the exercise periods  specified in subparagraphs (i) or
(iii)  below  or (c) upon  the  occurrence  of the  circumstances  described  in
subparagraph (ii) below.

     (i) If the  Participant  dies while an  employee  of FCI or its  Subsidiary
during the Specified  Term,  the Warrant shall be exercisable by the proper duly
qualified and empowered executor,  administrator,  legatee or distributee of the
Participant's estate only during the three hundred and sixty-five (365) calendar
days  following  his or her death,  but in no event after the  expiration of the
Specified Term.

     (ii) If the  Participant  ceases to be an employee of FCI or its Subsidiary
due to discharge for "Cause",  or resignation in anticipation of a discharge for
"Cause",  then the Warrant shall not be exercisable.  The term "Cause" means (A)
an intentional act or acts of fraud, embezzlement or theft constituting a felony
and  resulting or intended to result  directly or indirectly in gain or personal
enrichment  for the  Participant  at the expense of FCI or its Subsidiary or (B)
the continued,  repeated,  intentional and willful refusal to perform the duties
associated with the  Participant's  position with FCI or its Subsidiary which is
not cured  within 15 days  following  written  notice  to the  Participant.  For
purposes
<PAGE>

of this Agreement, no act or failure to act on the part of the Participant shall
be deemed  "intentional"  if it was due  primarily  to an error in  judgment  or
negligence, but shall be deemed "intentional" only if done or omitted to be done
by the Participant not in good faith and without  reasonable  belief that his or
her action or omission was in the best interest of FCI or its Subsidiary.

     (iii) If the Participant  ceases to be an employee of FCI or its Subsidiary
for any reason  other than death or  discharge  for  "Cause" or  resignation  in
anticipation  of discharge for "Cause",  the Warrant shall be exercisable by the
Participant   only  during  the  ninety  (90)  calendar  days   following   such
termination, but in no event after the expiration of the Specified Term.

Only shares for which this Warrant is  exercisable  under  paragraph 2 hereof at
the time of the  Participant's  death or at such other  time as the  Participant
ceases  to be an  employee  of FCI or its  Subsidiary,  other  than by reason of
discharge for "Cause" or resignation in  anticipation  of discharge for "Cause",
may be exercised under subparagraphs (i) or (iii) above, as the case may be.

     5. This Warrant is not  transferable  or exercisable  other than by will or
the laws of descent  and  distribution.  This  Warrant  may only be  exercisable
during the  Participant's  lifetime by the Participant or by his or her guardian
or legal representative.

     6. Adjustments shall be made in the Warrant Price and in the number or kind
of shares of Common Stock or other  securities  covered by this Warrant pursuant
to Section 6 of the Plan.

     7. Upon each exercise of this Warrant and  satisfaction  of the  conditions
for  issuance,  FCI as  promptly  as  practicable  shall  mail or deliver to the
Participant a stock  certificate or  certificates  representing  the shares then
purchased,  and shall pay all stamp taxes payable in connection  therewith.  The
issuance of such shares and delivery of the certificate or certificates therefor
shall, however, be subject to any delay necessary to complete (a) the listing of
such shares on any stock  exchange  upon which shares of the same class are then
listed and (b) such registration or qualification of such shares under any state
or federal  law,  rule or  regulation  as FCI may  determine  to be necessary or
advisable.

     8. Neither the Participant nor any of the  Participant's  beneficiaries  or
legal  representatives  will be deemed to have any rights as a stockholder  with
respect  to any  shares  covered  by this  Agreement  until  the  issuance  of a
certificate to the Participant evidencing such shares.

     9. This  Agreement is intended to be construed  and enforced in  accordance
with,  and governed  by, the laws of Florida,  except as to matters of corporate
law, which will be governed by the laws of the State of Delaware.
<PAGE>

     10. Any  amendment  to the Plan shall be deemed to be an  amendment to this
Agreement  to the extent that the  amendment  is  applicable  hereto;  provided,
however,  that no amendment shall adversely affect the rights of the Participant
hereunder without the Participant's consent.

     EXECUTED effective as of the      day of        ,     .
                                  ----        -------  ----

                                       FAIRFIELD COMMUNITIES, INC.



                                       By:
                                           -------------------------------
                                       Name:
                                             -----------------------------
                                       Title:
                                              ----------------------------

     The  undersigned  Participant  hereby  acknowledges  receipt of an executed
original of this Agreement and accepts the warrant granted hereunder.

                                          -------------------------------
                                                    Participant

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</DOCUMENT>
