FAIRFIELD COMMUNITIES INC
EXHIBIT 10.17
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>




                           RESTRICTED STOCK AGREEMENT
                           --------------------------

     This Restricted Stock Agreement (the "Agreement") is entered into as of the
19th  day of  June,  2000  (the  "Date  of  Grant"),  by and  between  Fairfield
Communities,  Inc., a Delaware  corporation (the "Company"),  and
                                                                  --------------
(the "Participant"). The Company and the Participant agree as follows:

     1.  Recitals.  As  part  of its  compensation  programs,  the  Company  has
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available  for  award  to  consultants,   officers,   other  key  employees  and
non-employee directors of the Company and its subsidiaries  restricted shares of
the Company's  Common Stock  pursuant to the terms of its 2000  Incentive  Stock
Plan (a copy of which is attached hereto as Exhibit A, the "Plan"). The award of
the restricted  stock to the  Participant and the execution of this Agreement in
the form hereof have been duly  authorized by the Company's  Board of Directors,
on the date set forth above.

     2. Definitions.  The following terms shall have the meanings indicated when
        -----------
used herein:

     (a) "Change in Control" shall mean the happening of any of the following:

          (i) During any period of 24 consecutive months,  ending after the date
     hereof:

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

               (B) any new director whose election or nomination for election by
          the Board of Directors was approved by a vote of the greater of (1) at
          least two-thirds  (2/3), or (2) 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
     the Company;

          (ii) Any person or entity  (other than the  Company 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 the Company  entitled to vote  generally  in the election of
     directors ("Voting Securities");

          (iii) Upon a merger,  combination,  consolidation or reorganization of
     the  Company,   other  than  a  merger,   combination,   consolidation   or
     reorganization  which  would  result in (A) the  Voting  Securities  of the
     Company  outstanding  immediately  prior  thereto  continuing  to represent
     (either  by  remaining  outstanding  or  by  being  converted
<PAGE>

     into Voting  Securities of the surviving entity) at least 50% of the voting
     power represented by the Voting Securities of the Company or such surviving
     entity outstanding immediately after such transaction and (B) at least such
     50% of voting power  continuing  to be held in the aggregate by the holders
     of  the  Voting  Securities  of  the  Company  immediately  prior  to  such
     transaction  (conditions  (A) and (B) are  referred to as the  "Continuance
     Conditions"); or

          (iv) All or substantially all of the assets of the Company 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 the
     Company's obligations under this Agreement.

     (b)  "Disability"  shall mean an illness or  accident  which  prevents  the
Participant,  for a continuous  period lasting six months,  from  performing the
material job duties normally associated with his position. In the event that any
disagreement  or dispute  arises  between the Company and the  Participant as to
whether the Participant  has incurred a  "Disability",  then, in any such event,
the  Participant  shall  submit to a physical  and/or  mental  examination  by a
competent and qualified  physician  licensed  under the laws of the State of the
Participant's  residence  who shall be mutually  selected by the Company and the
Participant,  and such  physician  shall make the  determination  of whether the
Participant suffers from any "Disability". In the absence of fraud or bad faith,
the  determination of such physician as to the  Participant's  condition at such
time shall be final and binding upon both the Company and the  Participant.  The
entire cost of any such examination shall be borne solely by the Company.

     3. Award. The Company hereby awards the Participant a total of 1,391 shares
        -----
(the  "Shares") of the Company's  common  stock,  par value $0.01 per share (the
"Common Stock"),  issued from treasury. The Company represents and warrants that
such Shares are duly authorized, validly issued, fully paid and non-assessable.

     4. Risk of  Forfeiture.  The Shares  will be subject to  forfeiture  if the
        -------------------
Participant's  service as a Director  of the Company is  terminated  at any time
prior to May 1, 2001,  regardless of the reason for such  termination of service
(including death or "Disability"),  except in the event that such termination of
service results from a "Change in Control".

     The risk of  forfeiture  and the  restriction  on  transfer  will  lapse (a
"Vesting") as to the Shares (unless previously forfeited) upon the occurrence of
the earlier to occur of either of the following:

     (a) as to 100% of the Shares, at 12:01 a.m., Orlando,  Florida time, on May
1, 2001; and

     (b) as to 100% of the Shares, upon the occurrence of a Change in Control.

     Notwithstanding  any provision of this  Agreement to the  contrary,  if any
amount or  benefit  to be paid or  provided  under  this  Agreement  would be an
"Excess Parachute  Payment",  within the meaning of Section 280G of the Internal
Revenue  Code of 1986,  as amended  (the
<PAGE>

"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
Agreement  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 provided  under this  Agreement
or otherwise is required pursuant to the preceding sentence shall be made at the
expense of the  Company,  if  requested by  Participant  or the Company,  by the
Company'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 Agreement. In the event that any payment
or benefit intended to be provided under this Agreement 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.  The Company 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",
the Company may effect such reduction in any manner it deems appropriate.

     5. Rights as Stockholder. Unless and until forfeited, the Participant shall
        ---------------------
have,  with  respect to the shares of Common Stock  underlying  the grant of the
Shares,  all of the rights of a  stockholder  of such  Common  Stock  (except as
otherwise  provided herein).  Any stock dividends paid in respect of Shares will
be treated as additional Shares and will be subject to the same restrictions and
other terms and  conditions  that apply to the Shares with respect to which such
stock dividends are issued.

     6. Share Certificates.
        ------------------

     (a) The  Participant  will be  issued  one or more  stock  certificates  in
respect of the Shares.  Each Share certificate will be registered in the name of
the  Participant,  will be  accompanied  by a stock  power duly  executed by the
Participant  and will bear,  among any other  required  legends,  the  following
legend:

     "THE   TRANSFERABILITY   OF  THIS  CERTIFICATE  AND  THE  SHARES  OF  STOCK
     REPRESENTED  HEREBY  ARE  SUBJECT TO THE TERMS AND  CONDITIONS  (INCLUDING,
     WITHOUT  LIMITATION,  THE  FORFEITURE  EVENTS)  CONTAINED IN THE RESTRICTED
     STOCK  AGREEMENT  ENTERED  INTO  BETWEEN THE  REGISTERED  OWNER  HEREOF AND
     FAIRFIELD  COMMUNITIES,  INC.  A COPY OF SUCH  AGREEMENT  IS ON FILE IN THE
     OFFICE OF THE SECRETARY OF FAIRFIELD COMMUNITIES, INC. IN ORLANDO, FLORIDA.
     FAIRFIELD  COMMUNITIES,  INC.  WILL  FURNISH  TO THE  RECORDHOLDER  OF THIS
<PAGE>

     CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE
     OF BUSINESS, A COPY OF SUCH AGREEMENT. FAIRFIELD COMMUNITIES, INC. RESERVES
     THE RIGHT TO REFUSE TO RECORD THE  TRANSFER OF THIS  CERTIFICATE  UNTIL ALL
     SUCH  RESTRICTIONS ARE SATISFIED,  ALL SUCH TERMS ARE COMPLIED WITH AND ALL
     SUCH CONDITIONS ARE SATISFIED."

All certificates  evidencing grants of Shares will be deposited with and held in
custody by the Company until the date on which the risk of forfeiture lapses and
all of the conditions and restrictions on the Shares are satisfied.

     (b) New  Certificates.  Subject to the  provisions  of Sections 6(a) and 7,
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after  Vesting  and the  satisfaction  and/or  lapse of the  transfer  and other
restrictions,  terms and conditions  applicable to the Shares, a new certificate
representing  the Shares,  without the legend set forth above in Section 6(a) or
other restriction,  will (in lieu, and upon cancellation, of the certificate, or
the portion thereof,  previously  representing such Shares) be registered in the
name of the Participant and delivered to the Participant within fifteen business
days after the later of Vesting  or payment of the taxes  provided  in Section 7
below.

     7. Withholding. The Participant shall, at or promptly following the time of
        -----------
Vesting  and as a  condition  precedent  to the  delivery  of a  certificate  as
provided in Section  6(b) above,  pay to the Company in cash an amount  equal to
any  applicable  withholding  taxes  required to be withheld or collected  under
applicable federal, state or local laws or regulations. Furthermore, the Company
will have the right to deduct and withhold any such applicable taxes from, or in
respect of, any  dividends or other  distributions  paid on or in respect of the
Shares.  All  taxes,  if any,  in  respect  of any  grants  or  payments  to the
Participant  hereunder will be the sole  responsibility  of and shall be paid by
the Participant.

     8. Restrictions on Transfer. The Shares, and any rights or interest in this
        ------------------------
Agreement,  shall  not,  prior  to  Vesting,  be  assigned,  transferred,  sold,
exchanged  or otherwise  disposed of in any way at any time by the  Participant.
Any such award,  rights or  interests  will not,  prior to Vesting,  be pledged,
encumbered or otherwise  hypothecated in any way at any time by the Participant.
Any such award,  rights or interests will not,  prior to Vesting,  be subject to
execution,  attachment or similar legal process.  Any attempt to sell, exchange,
transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any
way any  such  awards,  rights  or  interests,  or the  levy  of any  execution,
attachment  or similar  legal  process  thereon,  contrary  to the terms of this
Agreement,  will be null and void  and  without  legal  force  or  effect.  Upon
Vesting,  if the Shares have not been  registered  under the  Securities  Act of
1933, as amended (the "Securities  Act"),  the Participant  shall not dispose of
the Shares in violation of the Securities Act.

     9.  Registration  and  Listing.  The  Company  shall,  at its sole cost and
         --------------------------
expense,  take all necessary  action to register or qualify the Shares under the
Securities  Act and to list the  Shares  on the NYSE  (or such  other  principal
exchange on which the Common  Stock is then listed for  trading),  to permit the
sale of the Shares by the  Participant in compliance with the Securities Act
<PAGE>

and any state securities  laws.  Prior to registration,  the Shares shall bear a
legend similar to the following:

     THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN  REGISTERED
     PURSUANT TO THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED,  OR ANY FEDERAL
     OR STATE  SECURITIES  LAWS. THE SHARES HAVE NOT BEEN ACQUIRED BY THE HOLDER
     WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION  THEREOF
     WITHIN THE MEANING OF THE SECURITIES ACT OF 1933. NEITHER THIS SECURITY NOR
     ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD,  ASSIGNED,  TRANSFERRED,
     PLEDGED OR OTHERWISE  DISPOSED OF UNLESS THE SAME IS REGISTERED  UNDER SAID
     ACT AND ANY  APPLICABLE  FEDERAL  OR STATE  SECURITIES  LAW,  OR  UNLESS AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     10. Notices.  Each notice relating to this Agreement must be in writing and
         -------
delivered in person or by certified mail to the proper address. Each notice will
be deemed  to have been  given on the date it is  received.  Each  notice to the
Company must be addressed to it at its principal office:  Fairfield Communities,
Inc., 8669 Commodity Circle, Orlando, Florida 32819, attention of the Secretary.
Each notice to the  Participant  must be  addressed  to the  Participant  at the
Participant's  address  specified  below.  Anyone to whom a notice  may be given
under this Agreement may designate a new address by notice to that effect.

     11.  Amendments.  The Board of Directors of the Company or any committee of
          ----------
the Board of Directors of the Company which is authorized to administer the Plan
may, without the consent of the Participant,  amend this Agreement, or otherwise
take  action,  to  accelerate  the time at which the risk of  forfeiture  of the
Shares and the  restriction on transfer  shall lapse.  The Board of Directors of
the Company and any  committee of the Board of Directors of the Company which is
authorized to administer the Plan may not otherwise amend this Agreement without
the consent of the Participant.

     12.  Governing  Law.  This  Agreement  shall be  construed  and enforced in
          --------------
accordance with, and governed by, the laws of the State of Florida.

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<PAGE>

     IN WITNESS  WHEREOF,  the Company and the  Participant  have  executed this
Agreement, effective on the date set forth above.

                                       FAIRFIELD COMMUNITIES, INC.


                                       By:
                                          ---------------------------
                                          Marcel J. Dumeny
                                          Executive Vice President and Secretary


                                       PARTICIPANT:


                                       ------------------------------


                                       Address for Notice:

                                       --------------------------
                                       --------------------------


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