Common use of ADEA Release Clause in Contracts

ADEA Release. Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims rights Executive may have under the ADEA Age Discrimination in Employment Act (a law which prohibits discrimination on the basis of age“ADEA”) and as such, that this waiver and release is knowing and voluntary. Executive acknowledges and agrees that: 1. that the consideration given for this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above addition to anything of value to which Executive was is already undisputedly entitled; 5. Executive further acknowledges that Executive has been advised in by this writing by Alliance Data to that: (i) Executive should consult with an attorney prior to executing this Agreement; 6. ; (ii) Executive acknowledges that he has been given a up to twenty-one-day one (21-day) period of time days from the date of receipt this Agreement within which to consider this Agreement and the General Release attached as Exhibit A, and Executive will have up to twenty-one (21) days from the Retirement Date within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time on or after the date of this Agreement or the Retirement Date, respectively, in which case Executive waives all rights to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running balance of this twenty-one-day one (21-day) day review period; 8. ; (iii) Executive may revoke this waiver and release has seven (7) days following Executive’s execution of any ADEA (age discrimination) claims covered by this Agreement within seven days from and General Release attached as Exhibit A to revoke the date this Agreement is executed and General Release (such seven-day period, the “Revocation Period”) 9. This Agreement ; (iv) this Agreement, including the ADEA waiver, shall not become be effective until the Revocation Period has passed expired; and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that (v) nothing in this Agreement is intended to interfere with prevents or deter Executive’s right to challenge the waiver precludes Executive from challenging or seeking a determination in good faith of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of this waiver under the ADEA or state law age discrimination waiverADEA, nor does Executive agree to ratify it impose any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Furthercondition precedent, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees penalties or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as for doing so, unless specifically authorized by federal or state law. 11. Notwithstanding Executive acknowledges that if Executive has not returned the foregoing paragraphsigned Agreement and General Release attached as Exhibit A within the time permitted, then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event also recognizes that revocation of this Agreement is not invalidatedmust be in writing and must be delivered to ▇▇▇▇ ▇. ▇▇▇▇, by certified mail or courier service (signature of receipt required).

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to consider all validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the provisions Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made to this Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Consideration Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims rights Executive may have under the ADEA Age Discrimination in Employment Act (a law which prohibits discrimination on the basis of age“ADEA”) and as such, that this waiver and release is knowing and voluntary. Executive acknowledges and agrees that: 1. that the consideration given for this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above addition to anything of value to which Executive was is already undisputedly entitled; 5. Executive further acknowledges that Executive has been advised in by this writing by Alliance Data to that: (i) Executive should consult with an attorney prior to executing this Agreement; 6. ; (ii) Executive acknowledges that he has been given a up to twenty-one-day one (21-day) period of time days from the date hereof to consider this Agreement and the General Release attached as Exhibit A (the “Exhibit A Release”), and Executive will have the twenty-one (21) day period ending on January 1, 2019 within which to consider the General Release attached as Exhibit B (the “Exhibit B Release”), although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such applicable twenty-one (21) day period, in which case Executive waives all rights to the balance of receipt the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and the Exhibit A Release to consider all revoke the Agreement and the Exhibit A Release, and Executive has seven (7) days following Executive’s execution of the provisions Exhibit B Release to revoke the Exhibit B Release (each such period, a “Revocation Period”); (iv) this Agreement, and the ADEA waiver pursuant to the Exhibit A Release, shall not be effective until the Revocation Period with respect to the Exhibit A Release has expired; (v) L3’s obligations under Paragraphs 6.d. through 6.e. of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made the ADEA waiver pursuant to this Agreementthe Exhibit B Release, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become be effective until the Revocation Period with respect to the Exhibit B Release has passed expired; and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that (vi) nothing in this Agreement is intended to interfere with prevents or deter Executive’s right to challenge the waiver precludes Executive from challenging or seeking a determination in good faith of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of this waiver under the ADEA or state law age discrimination waiverADEA, nor does Executive agree to ratify it impose any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Furthercondition precedent, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees penalties or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as for doing so, unless specifically authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees that any modifications, material or otherwise, made to waive any right to recover monetary damages this Agreement do not restart or affect in any chargemanner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and the applicable signed General Release within the time permitted, complaint, or lawsuit against Alliance Data filed then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive or by anyone else on Executive’s behalf in the event also recognizes that revocation of this Agreement is not invalidatedand/or either General Release must be in writing and must be delivered to L3’s Senior Vice President and Chief Human Resources Officer (the “CHRO”), by certified mail or courier service (signature of receipt required).

ADEA Release. Executive The general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. ("ADEA"), based on Employee's employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Employee has twenty-one (21) days after Employee receives this Agreement to decide whether or not to sign this Agreement, and should Employee execute this Agreement in fewer than twenty­ one (21) days, Employee does so with the express understanding that Employee has been given and declined the opportunity to consider the Agreement for a full twenty-one (21) days. Employee has seven (7) days after delivering to the Company an original of this Agreement signed by Employee to revoke this Agreement. Revocation may be made by delivering a written notice of revocation to the Company via ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the Company's physical address as well as to email address: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, written notice must be actually received by the Company, as evidenced by confirmation of delivery, no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by such date. This Agreement shall not become effective or enforceable until the revocation period has expired, which date of expiration shall be the "Effective Date" of this Agreement. The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date the Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees that Executive Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the Employee's rights and claims waived in this Agreement are only in exchange for additional consideration over and above (something of value) in addition to anything of value to which Executive was Employee is already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges The Company and Employee agree that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any any changes made to this the Agreement, whether material or immaterial, will do not restart the running of this the twenty-one-day one (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state lawperiod described above. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Except as otherwise provided in Article II.D. below, Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA Age Discrimination in Employment Act of 1967 (a law which prohibits discrimination on “ADEA”). In accordance with the basis of age) and as suchOlder Workers Benefit Protection Act, Executive acknowledges and agrees that: (1. ) this Agreement is worded written in an understandable way and he has read and a manner which Executive fully understands its termsunderstands; (2. ) any rights or claims arising under the ADEA are specifically waived; (3. ) any rights or claims under the ADEA that may arise after this Agreement is executed are not waived; (4. ) the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; (5. ) Executive has been advised in writing acknowledges that by receipt of this Agreement, Alliance Data has advised Executive, in writing, to consult with an attorney prior to executing this Agreement, and Executive has, in fact, had an opportunity to do so; (6. ) Executive acknowledges that he has been is hereby given a twenty-one-day one (21-day) day period of time from the date of receipt of to consider this Agreement. Executive may voluntarily sign this Agreement prior to consider all the expiration of the provisions twenty-one (21) day period, but no earlier than Executive’s last day of work. If Executive enters into this AgreementAgreement before the twenty-one (21) day period has elapsed, and he does Executive is knowingly and voluntarily waive said given waiving Executive’s right to wait the full twenty-one (21-) day period; (7) Executive may revoke this waiver and release of any ADEA claims covered by this Agreement within seven (7) days from the date this Agreement is executed. If Executive wishes to revoke Executive’s release of claims and rights under the ADEA, Executive must deliver written notice stating Executive’s intent to so revoke as provided in Article X, on or before 11:59 p.m. on the seventh (7th) day after the date on which Executives signs this Agreement. In the event Executive’s release of claims and rights under the ADEA is so timely revoked, Executive shall not be entitled to any of the consideration or other benefits set forth in this Agreement, except as provided in Article I.A.; (8) This Agreement shall not become effective until the seven-day (7-day) revocation period has passed and Executive shall not have revoked Executive’s waiver and release of any ADEA claim during the seven-day period; and (9) Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day one (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive hereby acknowledges I acknowledge that Executive is I am knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims rights I have under the ADEA ADEA, and that the consideration given for the waiver and releases I have given in this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised, as required by the ADEA, that: (a law which prohibits discrimination on the basis of agea) my waiver and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. release does not apply to any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after the date I sign this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to Release; (b) I should consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges that he has been given a Release (although I may choose voluntarily not to do so); (c) I have twenty-one-day one (21-day) period of time from days to consider this Release (although I may choose voluntarily to sign it sooner); (d) I have seven (7) days following the date of receipt of I sign this Agreement Release to consider all of revoke this Release (in a written revocation sent to the provisions of Company); and (e) this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, Release will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become be effective until the Revocation Period date upon which the revocation period has passed expired, which will be the eighth day after I sign this Release provided that I do not revoke it (the “Effective Date”). In giving the release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and Executive shall not have revoked his waiver understand Section 1542 of the California Civil Code, which reads as follows: I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of any ADEA claim during the Revocation Periodclaims herein, including but not limited to my release of unknown claims. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands I understand that nothing in this Agreement is intended Release limits my ability to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA file a charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Texas Workforce Commission, the Securities and Exchange Commission or any other federal, state discrimination or local governmental agency or commission, commission (“Government Agencies”). I further understand this Release does not limit my ability to communicate with any Government Agencies or to otherwise participate in any investigation or proceeding that may be conducted by those agenciesany Government Agency, including providing documents or other information, without notice to the Company. Further, Executive understands that nothing in While this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor Release does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any not limit my right to recover monetary damages in receive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I am otherwise waiving any charge, complaint, or lawsuit against Alliance Data filed and all rights I may have to individual relief based on any claims that I have released and any rights I have waived by Executive or by anyone else on Executive’s behalf in the event signing this Agreement is not invalidated.Release. ​

ADEA Release. Executive The general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. (“ADEA”), based on Employee’s employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Employee has twenty-one (21) days after Employee receives this Agreement to decide whether or not to sign this Agreement, and should Employee execute this Agreement in fewer than twenty-one (21) days, Employee does so with the express understanding that Employee has been given and declined the opportunity to consider the Agreement for a full twenty-one (21) days. Employee has seven (7) days after delivering to the Company an original of this Agreement signed by Employee to revoke this Agreement. Revocation may be made by delivering a written notice of revocation to the Company, c/o Leigh A▇▇ ▇▇▇▇▇▇▇▇, at l▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, written notice must be actually received by the Company, as evidenced by confirmation of delivery, no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by such date. This Agreement shall not become effective or enforceable until the revocation period has expired, which date of expiration shall be the “Effective Date” of this Agreement. The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees that Executive Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the Employee’s rights and claims waived in this Agreement are only in exchange for additional consideration over and above (something of value) in addition to anything of value to which Executive was Employee is already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges The Company and Employee agree that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any any changes made to this the Agreement, whether material or immaterial, will do not restart the running of this the twenty-one-day one (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law21)-day period described above. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Executive hereby acknowledges that fully, finally, and completely releases the Released Parties of and from any and all claims, charges, or causes of action arising on or before the date on which the Executive is knowingly and voluntarily entering into execute this Agreement with the purpose of waiving and releasing any claims ADEA Release under the ADEA Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, 42 U.S.C. §§ 1981, 1983, 1985 (a law which prohibits discrimination on together, the basis of age“ADEA”) and as suchany state-law counterparts, Executive which prohibit age discrimination in employment (“ADEA Release”), and hereby acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he a. The Executive has read and fully understands its termsthe Separation Agreement and Release as well as the legal and binding effect of this document and that the Executive is hereby advised in writing to consult an attorney before signing this Separation Agreement and Release; 2. b. The Executive has relied solely on the Executive’s own judgment and/or that of the Executive’s attorney regarding the consideration for and the terms of this Separation Agreement and Release and is signing this Separation Agreement and Release knowingly and voluntarily of the Executive’s own free will; ​ c. The Executive is not otherwise entitled to the Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and Release; d. The Executive has been given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Separation Agreement and Release; e. The Executive specifically waives any rights or and claims arising under the ADEA are specifically waivedADEA; 3. f. The Executive acknowledges and understands that any claims under the ADEA that may arise after the date on which the Executive execute this Separation Agreement is executed and Release are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. g. The Executive has been advised provided with certain additional information (in writing the appendix, attached hereto as Exhibit C) required by Alliance Data to consult with an attorney prior to executing this Agreementthe ADEA, including the job titles and ages of other employees in the Executive’s decisional unit who were, or were not, separated from employment and offered a separation agreement; 6. h. The Executive acknowledges that he has been given at least forty-five (45) days to consider this Separation Agreement and Release, and if the Executive chose to sign this Separation Agreement and Release in fewer than forty-five (45) days from receipt, that decision was entirely knowing and voluntary; i. To accept this Separation Agreement and Release, the Executive must deliver a twentysigned Separation Agreement and Release to the applicable individual set forth below, within forty-one-day five (21-day45) period days of time from the date of Executive’s receipt of this Separation Agreement to consider all of and Release: ​ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Counsel ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ​ The Executive further understands that the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver Separation Agreement and Release within seven (7) days after signing by providing written notice within such period to the individual set forth above. The Executive further understands that this Separation Agreement and Release is not effective or enforceable until the day following the seven (7) day period of revocation has expired without revocation (the “Effective Date”), and that if the Executive revokes this Separation Agreement and Release within the seven (7) day revocation period, the Executive will not receive the Severance Benefits. j. The Executive has read and understands the Separation Agreement and Release and further understands that it includes a general release of any ADEA (age discrimination) all known and unknown, foreseen and unforeseen claims covered by this Agreement within seven days from presently asserted or otherwise arising through the date of the Executive’s signing of this Separation Agreement is executed and Release that he or she may have against any of the Released Parties; k. No statements made or conduct by any of the Released Parties has in any way coerced or unduly influenced the Executive to execute this Separation Agreement and Release; and ​ l. Other than as set forth herein, all stock options and other stock-based awards held by the Executive shall be governed by the applicable equity incentive plan and award agreements (such seven-day period, the “Revocation PeriodEquity Documents”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Separation Agreement and Release is intended to interfere with or deter the Executive’s right to (i) challenge the waiver of an ADEA claim or state state-law age discrimination claim, (ii) file an ADEA or state-law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission (“EEOC”) or any state discrimination agency or commissionsimilar state-agency, or to (iii) otherwise participate in any EEOC or state-agency investigation or proceeding conducted by those agenciesregarding any such claim. Further, the Executive understands that nothing in this Separation Agreement and Release would require the Executive to tender back the money or other benefits received under this Separation Agreement and Release if the Executive seeks to challenge the validity of the ADEA or state law age discrimination waiverRelease, nor and the Executive does Executive agree to not ratify any ADEA or state state-law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money or other benefits received under the Agreementthis Separation Agreement and Release. Further, nothing in this Separation Agreement and Release is intended to require the payment of damages, attorneys’ fees fees, or costs to Alliance Data the Company should the Executive challenge the waiver of an ADEA or state law age discrimination claim Release or file an ADEA or state state-law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims rights Executive may have under the ADEA Age Discrimination in Employment Act (a law which prohibits discrimination on the basis of age“ADEA”) and as such, that this waiver and release is knowing and voluntary. Executive acknowledges and agrees that: 1. that the consideration given for this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above addition to anything of value to which Executive was is already undisputedly entitled; 5. Executive further acknowledges that Executive has been advised in by this writing by Alliance Data to that: (i) Executive should consult with an attorney prior to executing this Agreement; 6. ; (ii) Executive acknowledges that he has been given a up to twenty-one-day one (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date hereof to consider this Agreement is executed and the General Release attached as Exhibit A, and Executive will have the twenty-one (21) days ending on January 31, 2018 within which to consider the General Release attached as Exhibit B, although Executive may, at Executive’s discretion, sign and return the appropriate release at any time within such sevenapplicable twenty-one (21) day period, in which case Executive waives all rights to the balance of the applicable review period; (iii) Executive has seven (7) days following Executive’s execution of this Agreement and General Release to revoke the Agreement and General Release (the “Revocation Period”) 9. This Agreement ; (iv) this Agreement, including the ADEA waiver, shall not become be effective until the Revocation Period has passed expired; and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that (v) nothing in this Agreement is intended to interfere with prevents or deter Executive’s right to challenge the waiver precludes Executive from challenging or seeking a determination in good faith of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of this waiver under the ADEA or state law age discrimination waiverADEA, nor does Executive agree to ratify it impose any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Furthercondition precedent, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees penalties or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as for doing so, unless specifically authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees that any modifications, material or otherwise, made to waive any right to recover monetary damages this Agreement do not restart or affect in any chargemanner the original 21-day consideration period provided in this paragraph. Executive acknowledges that if Executive has not returned the signed Agreement and General Release within the time permitted, complaint, or lawsuit against Alliance Data filed then the offer of payments and benefits set forth herein will expire by its own terms at such time. Executive or by anyone else on Executive’s behalf in the event also recognizes that revocation of this Agreement is not invalidatedmust be in writing and must be delivered to the L3 Corporate Vice President of Human Resources, by certified mail or courier service (signature of receipt required).

ADEA Release. Executive hereby represents to the Company that Executive is aware, understands and agrees that: (a) Executive is voluntarily entering into and signing this Agreement; (b) the claims waived, released and discharged in Section 8 of this Agreement include any and all claims Executive has or may have arising out of or related to Executive’s employment with the Company or termination of that employment, including any and all claims under the Age Discrimination in Employment Act (the “ADEA”); (c) those claims waived, released and discharged in that Section 8 do not include, and Executive is not waiving, releasing or discharging, any claims that may arise after the Date of this Agreement; (d) payment by the Company of continued salary pursuant to Section 2 above provides consideration that Executive was not entitled to receive before signing this Agreement; (e) Executive was given twenty-one (21) days within which to consider this Agreement, but Executive has been informed that Executive may waive this twenty-one day consideration period and elect to execute this document prior to the expiration of the twenty-one day consideration period, in order to expedite the execution of this Agreement and the payment of the Severance Benefit; Executive may waive this twenty-one day consideration period by signing a separate waiver, entitled ELECTION TO EXECUTE PRIOR TO EXPIRATION OF TWENTY-ONE DAY CONSIDERATION PERIOD, made available to Executive with this Agreement; (f) Executive had and has the right to consult with an attorney regarding this Agreement before signing this Agreement, and acknowledges that Executive has obtained such legal counsel as Executive deems necessary, such that Executive is knowingly and voluntarily entering into this Agreement with freely, knowingly and voluntarily; (g) Executive may revoke this Agreement at any time within seven (7) days after the purpose of waiving day Executive signs this Agreement and releasing this document will not become effective or enforceable as to any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. no payments under this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under will be payable until the ADEA are specifically waived; 3. claims under eighth day after the ADEA that may arise after day Executive signs this Agreement is executed are not waived; 4. on which day (the rights and claims waived in “Agreement’s Effective Date”), this Agreement are in exchange for additional consideration over will automatically become effective and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges enforceable unless previously revoked within that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. (h) Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commissionHAS CAREFULLY READ THIS DOCUMENT, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state lawAND FULLY UNDERSTANDS EACH AND EVERY TERM. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. In recognition of the consideration provided in the Agreement, the Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). The Executive acknowledges that Executive he understands that ADEA is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which federal statute that prohibits discrimination on the basis of ageage in employment, benefits and benefit plans. By signing this Release, the Executive hereby acknowledges and confirms the following: (a) He is providing the release and discharge set forth in this Section 2 in exchange for consideration in addition to anything of value to which he is already entitled. (b) He was hereby advised by the Company in writing to consult with an attorney of his choice prior to signing this Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under ADEA. (c) He has read this Release carefully and completely and understands each of the terms thereof. (d) He is aware that he has twenty-one days in which to consider the terms of this Release, which the Executive has knowingly and voluntarily waived by accepting the terms of the offer as suchdescribed herein. For a period of seven days following his acceptance hereof, the Executive has the right to revoke the release contained in this Section 2 (the “Revocation Period”) commencing immediately following the date he signs and delivers this Release to the Company. The Revocation Period shall expire at 5:00 p.m. E.S.T. on the last day of the Revocation Period; provided, however, that if such seventh day is not a business day, the Revocation Period shall extend to 5:00 p.m. on the next succeeding business day. No such revocation by shall be effective unless it is in writing and signed by the Executive and received by the Company prior to the expiration of the Revocation Period. As set forth in section 7(f)(1)(C) of the ADEA, as added by the Older Workers Benefit Protection Act of 1990, Executive acknowledges and agrees that: 1. this Agreement understands that Executive is worded in an understandable way and he has read and fully understands its terms; 2. not waiving any rights or claims arising provided under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) as applicable to his Expatriate Assignment relationship with ADSC, and as such, Executive acknowledges and agrees that: (1. ) this Agreement is worded in an understandable way and he has read and fully understands its terms; (2. ) any rights or claims arising under the ADEA are specifically waived; (3. ) claims under the ADEA that may arise after this Agreement is executed are not waived; (4. ) the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; (5. ) Executive has been advised in writing by Alliance Data LoyaltyOne to consult with an attorney prior to executing this Agreement; (6. ) Executive acknowledges that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; (7. ) Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day (21-day) period; 8. (8) Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) (9. ) This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data LoyaltyOne will have no obligations hereunder; and (10. Executive understands that nothing ) Nothing in this Agreement is intended shall be construed as a limitation on the right of Executive to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with participate in any investigation by the Equal Employment Opportunity Commission or into any state discrimination agency or commissioncharge that ADEA has been violated, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data including a charge filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. In recognition of the consideration provided in the Employment Agreement, the Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties arising under the U.S. Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). The Executive acknowledges that Executive he understands that ADEA is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which federal statute that prohibits discrimination on the basis of age) age in employment, benefits and as suchbenefit plans. By signing this Release, the Executive hereby acknowledges and agrees thatconfirms the following: 1. this Agreement (a) The Executive is worded in an understandable way providing the release and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived discharge set forth in this Agreement are Release in exchange for additional consideration over and above in addition to anything of value to which he is already entitled. (b) The Executive was already undisputedly entitled; 5. Executive has been hereby advised by the Company in writing by Alliance Data to consult with an attorney of his choice prior to executing signing this Agreement;Release and to have such attorney explain to his the terms of this Release including, without limitation, the terms relating to his release of claims arising under the ADEA. 6. (c) The Executive acknowledges has read this Release carefully and completely and understands each of the terms thereof. (d) The Executive is aware that he has been given a twenty-one-day one (21-day) period of time from days in which to consider the date of receipt terms of this Agreement to consider all of Release, which the provisions of this Agreement, and he does Executive has knowingly and voluntarily waive said given 21-day period; waived by accepting the terms of the offer as described herein. For a period of seven (7. Any changes made ) days following his acceptance hereof, the Executive has the right to revoke the release contained in this Agreement, whether material or immaterial, will not restart the running of this twenty-one-day Section 3 (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9) commencing immediately following the date he signs and delivers this Release to the Company. This Agreement The Revocation Period shall expire at 5:00 p.m. New York City time on the last day of the Revocation Period; provided, however, that if such seventh day is not become effective until a business day, the Revocation Period has passed shall extend to 5:00 p.m. on the next succeeding business day. No such revocation by shall be effective unless it is in writing and signed by the Executive shall not have revoked his waiver and release received by the Company prior to the expiration of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Executive hereby acknowledges that fully, finally, and completely releases the Released Parties of and from any and all claims, charges, or causes of action arising on or before the date on which the Executive is knowingly and voluntarily entering into execute this Agreement with the purpose of waiving and releasing any claims ADEA Release under the ADEA Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, 42 U.S.C. §§ 1981, 1983, 1985 (a law which prohibits discrimination on together, the basis of age“ADEA”) and as suchany state-law counterparts, Executive which prohibit age discrimination in employment (“ADEA Release”), and hereby acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he a. The Executive has read and fully understands its termsthe Separation Agreement and Release as well as the legal and binding effect of this document and that the Executive is hereby advised in writing to consult an attorney before signing this Separation Agreement and Release; ​ ​ b. The Executive has relied solely on the Executive’s own judgment and/or that of the Executive’s attorney regarding the consideration for and the terms of this Separation Agreement and Release and is signing this Separation Agreement and Release knowingly and voluntarily of the Executive’s own free will; 2. c. The Executive is not otherwise entitled to the Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and Release; d. The Executive has been given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Separation Agreement and Release; e. The Executive specifically waives any rights or and claims arising under the ADEA are specifically waivedADEA; 3. f. The Executive acknowledges and understands that any claims under the ADEA that may arise after the date on which the Executive execute this Separation Agreement is executed and Release are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. g. The Executive has been advised provided with certain additional information (in writing the appendix, attached hereto as Exhibit A) required by Alliance Data to consult with an attorney prior to executing this Agreementthe ADEA, including the job titles and ages of other employees in the Executive’s decisional unit who were, or were not, separated from employment and offered a separation agreement; 6. h. The Executive acknowledges that he has been given a twentyat least forty-one-day five (21-day45) period of time from the date of receipt of this Agreement days to consider all of the provisions of this AgreementSeparation Agreement and Release, and he does knowingly if the Executive chose to sign this Separation Agreement and voluntarily waive said given 21Release in fewer than forty-day period; 7five (45) days from receipt, that decision was entirely knowing and voluntary. Any The Executive understands and agrees that any changes made to this AgreementSeparation Agreement and Release, whether material or immaterial, will do not restart the running of this twentyforty-one-five (45) day (21-day) consideration period; 8. i. To accept this Separation Agreement and Release, the Executive must deliver a signed Separation Agreement and Release to the applicable individual set forth below, within forty-five (45) days of the Executive’s receipt of this Separation Agreement and Release: ​ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ General Counsel ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ​ The Executive further understands that the Executive may revoke this waiver Separation Agreement and Release within seven (7) days after signing by providing written notice within such period to the individual set forth above. The Executive further understands that this Separation Agreement and Release is not effective or enforceable until the day following the seven (7) day period of revocation has expired without revocation (the “Effective Date”), and that if the Executive revokes this Separation Agreement and Release within the seven (7) day revocation period, the Executive will not receive the Severance Benefits. ​ j. The Executive has read and understands the Separation Agreement and Release and further understands that it includes a general release of any ADEA (age discrimination) all known and unknown, foreseen and unforeseen claims covered by this Agreement within seven days from presently asserted or otherwise arising through the date this Agreement is executed (such seven-day period, of ​ ​ the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms Executive’s signing of this Separation Agreement and Alliance Data will Release that he or she may have no obligations hereunderagainst any of the Released Parties; k. No statements made or conduct by any of the Released Parties has in any way coerced or unduly influenced the Executive to execute this Separation Agreement and Release; and 10l. All stock options and other stock-based awards held by the Executive shall be governed by the applicable equity incentive plan and award agreements (the “Equity Documents”). Executive understands that nothing in this Separation Agreement and Release is intended to interfere with or deter the Executive’s right to (i) challenge the waiver of an ADEA claim or state state-law age discrimination claim, (ii) file an ADEA or state-law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission (“EEOC”) or any state discrimination agency or commissionsimilar state-agency, or to (iii) otherwise participate in any EEOC or state-agency investigation or proceeding conducted by those agenciesregarding any such claim. Further, the Executive understands that nothing in this Separation Agreement and Release would require the Executive to tender back the money or other benefits received under this Separation Agreement and Release if the Executive seeks to challenge the validity of the ADEA or state law age discrimination waiverRelease, nor and the Executive does Executive agree to not ratify any ADEA or state state-law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money or other benefits received under the Agreementthis Separation Agreement and Release. Further, nothing in this Separation Agreement and Release is intended to require the payment of damages, attorneys’ fees fees, or costs to Alliance Data the Company should the Executive challenge the waiver of an ADEA or state law age discrimination claim Release or file an ADEA or state state-law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.​

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to consider all validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o Corporate Secretary and c/o Legal Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the provisions Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made ​ ​ to this Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Consideration Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Letter Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider whether to sign this Letter Agreement (the “Consideration Period”). Executive must return this signed Letter Agreement to the Company within the Consideration Period. If Executive signs and returns this Letter Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Letter Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Letter Agreement Executive further understands that he has seven (7) days following execution of this Letter Agreement to consider all validly revoke this Letter Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Letter Agreement and state, "I hereby revoke my acceptance of the provisions Letter Agreement." This Letter Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Letter Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Letter Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made to this Letter Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Consideration Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so ​ ​ ▇▇▇▇▇ ▇. ▇▇▇▇▇ December 16, 2020 ​ after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to consider all validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the provisions Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made to this Letter Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Consideration Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ December 31, 2019 whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to consider all validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the provisions Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made to this Letter Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Consideration Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. Executive The general release contained herein specifically includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621, et seq. (“ADEA”), based on Employee’s employment, the separation from that employment, or any event, transaction, occurrence, act or omission occurring on or before Employee signs the reaffirmation of this Agreement. Employee acknowledges that Employee has been advised to consult with an attorney, if desired, concerning this Agreement and has received all advice Employee deems necessary concerning this Agreement. Employee has twenty-one (21) days after Employee receives this Agreement to decide whether or not to sign this Agreement, and should Employee execute this Agreement in fewer than twenty- one (21) days, Employee does so with the express understanding that Employee has been given and declined the opportunity to consider the Agreement for a full twenty-one (21) days. Employee has seven (7) days after delivering to the Company an original of this Agreement signed by Employee to revoke this Agreement. Revocation may be made by delivering a written notice of revocation to the Company, c/o Leigh A▇▇ ▇▇▇▇▇▇▇▇, at l▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. For the revocation to be effective, written notice must be actually received by the Company, as evidenced by confirmation of delivery, no later than the close of business on the seventh calendar day after Employee signs and delivers this Agreement, or, if mailed, postmarked by such date. This Agreement shall not become effective or enforceable until the revocation period has expired, which date of expiration shall be the “Effective Date” of this Agreement. The release contained herein does not waive any rights or claims that Employee may have under the ADEA which may arise after the date Employee signs the reaffirmation of this Agreement. Employee hereby acknowledges and agrees that Executive Employee has read this Agreement in its entirety and understands all of its terms and that Employee is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the Employee’s rights and claims waived in this Agreement are only in exchange for additional consideration over and above (something of value) in addition to anything of value to which Executive was Employee is already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing this Agreement; 6. Executive acknowledges The Company and Employee agree that he has been given a twenty-one-day (21-day) period of time from the date of receipt of this Agreement to consider all of the provisions of this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any any changes made to this the Agreement, whether material or immaterial, will do not restart the running of this the twenty-one-day one (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state lawperiod described above. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.

ADEA Release. The Company advises Executive hereby acknowledges that Executive is knowingly and voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive acknowledges and agrees that: 1. this Agreement is worded in an understandable way and he has read and fully understands its terms; 2. any rights or claims arising under the ADEA are specifically waived; 3. claims under the ADEA that may arise after this Agreement is executed are not waived; 4. the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Executive was already undisputedly entitled; 5. Executive has been advised in writing by Alliance Data to consult with an attorney prior to executing signing this Agreement; 6. Executive acknowledges understands that he has been given a twenty-one-day one (21-day) period days to consider whether to sign this Agreement (the “Consideration Period”). Executive must return this signed Agreement to the Company within the Consideration Period. If Executive signs and returns this Agreement before the end of time from the Consideration Period, it is because he has freely chosen to do so after carefully considering its terms. As discussed above, you are releasing the Company from, among other things, any claim you might currently have against the Company and related parties that may have arisen under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), but this Agreement does not cover any rights or claims that may arise under the ADEA as amended by the OWBPA after the date of receipt execution of this Agreement Executive further understands that he has seven (7) days following execution of this Agreement to consider all validly revoke this Agreement. Such right of revocation constitutes a unilateral right afforded to Executive and the Company shall have no such right of revocation. Any revocation within this period must be submitted, in writing, to UDR, Inc., c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 200, Highlands Ranch, CO 80129, by certified mail, return receipt requested, post-marked within seven (7) days of execution of this Agreement and state, "I hereby revoke my acceptance of the provisions Agreement." This Agreement shall not become effective or enforceable until the revocation period has expired without revocation (the “Release Effective Date”). If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Colorado, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday in Colorado. If it is not validly revoked, this Agreement will become irrevocable and enforceable on the eighth day after Executive signs this Agreement, and he does knowingly and voluntarily waive said given 21-day period; 7. Any Executive agrees with the Company that changes made to this Agreement, whether material or immaterial, will do not restart the running of this twenty-one-day (21-day) period; 8. Executive may revoke this waiver and release of any ADEA (age discrimination) claims covered by this Agreement within seven days from the date this Agreement is executed (such seven-day period, the “Revocation Period”) 9. This Agreement shall not become effective until the Revocation Period has passed and Executive shall not have revoked his waiver and release of any ADEA claim during the Revocation Consideration Period. If Executive revokes this Agreement, Executive will be deemed not to have accepted the terms of this Agreement and Alliance Data will have no obligations hereunder; and 10. Executive understands that nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the Equal Employment Opportunity Commission or any state discrimination agency or commission, or to participate in any investigation or proceeding conducted by those agencies. Further, Executive understands that nothing in this Agreement would require Executive to tender back the money received under this Agreement if Executive seeks to challenge the validity of the ADEA or state law age discrimination waiver, nor does Executive agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received under the Agreement. Further, nothing in this Agreement is intended to require the payment of damages, attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. 11. Notwithstanding the foregoing paragraph, Executive agrees to waive any right to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data filed by Executive or by anyone else on Executive’s behalf in the event this Agreement is not invalidated.​