0000950134-07-004084 Sample Contracts

CANADIAN RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Canadian Restricted Stock Unit Award Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of DATE (the “Grant Date”) by and between Alliance Data Systems Corporation (the “Company”) and NAME (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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LEASE THIS LEASE made the 14th day of November, 2005, IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
Lease • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Ontario

In consideration of the premises and the mutual covenants, agreements and conditions herein contained, it is hereby covenanted, agreed and declared between the parties as follows:

CANADIAN RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Canadian Restricted Stock Unit Award Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of DATE (the “Grant Date”) by and between Alliance Data Systems Corporation (the “Company”) and NAME (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

CANADIAN NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG TERM INCENTIVE PLAN
Canadian Nonqualified Stock Option Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS AGREEMENT, made as of the [Day] day of [Month], YEAR, by and between Alliance Data Systems Corporation (the “Company”) and [First] [Last] (the “Participant”) who is an employee of the Company or one of its Affiliates.

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of DATE (the “Grant Date”) by and between Alliance Data Systems Corporation (the “Company”) and NAME (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

ADS PLACE PHASE I, LLC c/o Duke Realty Corporation 5600 Blazer Parkway, Suite 100 Dublin, OH 43017 August 25, 2006
Lease Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Ohio

Reference is made to the Lease Agreement dated as of August 25, 2006 (the “Lease”) between ADS Place Phase I, LLC (“Landlord”) and ADS Alliance Data Systems, Inc. (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Lease.

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 26th, 2007 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of DATE (the “Grant Date”) by and between Alliance Data Systems Corporation (the “Company”) and NAME (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Alliance Data Systems Corporation 2005 Long-Term Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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