0001193125-10-248050 Sample Contracts

AMENDMENT NUMBER TWO TO SEVERANCE, PROPRIETARY INTEREST PROTECTION AND NON- SOLICITATION AGREEMENT
Protection and Non-Solicitation Agreement • November 4th, 2010 • Rewards Network Inc • Services-business services, nec

WHEREAS, Rewards Network Services Inc. (the “Company”) and Megan E. Flynn (the “Executive”) have heretofore entered into a Severance, Proprietary Interest Protection and Non-Solicitation Agreement dated as of March 18, 2005, which was previously amended effective as of January 1, 2009 (the “Agreement”); and

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AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2010 • Rewards Network Inc • Services-business services, nec

WHEREAS, Rewards Network Inc. (the “Corporation”) and Ronald L. Blake (the “Executive”) have heretofore entered into an Employment Agreement dated as of September 13, 2005, which was previously amended effective as of January 1, 2009 (the “Agreement”); and

AMENDMENT NUMBER TWO TO SEVERANCE AGREEMENT
To Severance Agreement • November 4th, 2010 • Rewards Network Inc • Services-business services, nec

The Agreement is hereby amended to provide that for all purposes under the Agreement, a “Change in Control” shall be deemed to have occurred if a “Change in Control” occurs for purposes of the Corporation’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time.

AMENDMENT
Rewards Network Inc • November 4th, 2010 • Services-business services, nec

This instrument (Second Amendment) is effective October 1, 2010 (Second Amendment Effective Date) by and between American Express Travel Related Services Company, Inc., a New York corporation (Amex, AXP), and Rewards Network Services LLC (f/k/a Rewards Network Services Inc.), a Delaware limited liability company (RN).

AMENDMENT NUMBER TWO TO OFFER LETTER
Offer Letter • November 4th, 2010 • Rewards Network Inc • Services-business services, nec

The Offer Letter is hereby amended to provide that for all purposes under the Offer Letter, a “Change in Control” shall be deemed to have occurred if a “Change in Control” occurs for purposes of the Corporation’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time.

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