0001870997-21-000013 Sample Contracts

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC.
Restricted Stock Unit Award Agreement • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT 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 Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT AMENDMENT EFFECTIVE DATE: DECEMBER 6, 2021
Employee Matters Agreement • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec

FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT dated as of November 5, 2021 (as the same may be amended from time to time in accordance with its terms, the original agreement, the “EMA” and this first amendment, the “Amendment”), between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation (“Loyalty Ventures”) (each, a “Party” and together, the “Parties”). Capitalized terms used in this Amendment but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in either the EMA or the Separation and Distribution Agreement dated as of November 3, 2021 by and between the Parties, to which the EMA is Exhibit A (the “Separation Agreement”).

TIME-BASED CASH AWARD AGREEMENT UNDER THE LOYALTY VENTURES INC.
Omnibus Incentive Plan • December 7th, 2021 • Loyalty Ventures Inc. • Services-business services, nec • Delaware

THIS CASH AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Loyalty Ventures Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of a cash award (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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