0000950134-05-014840 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Restricted Stock Award Agreement • August 4th, 2005 • Alliance Data Systems Corp • Services-business services, nec • Delaware

THIS RESTRICTED STOCK 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 a stock award of restricted shares (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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NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE ALLIANCE DATA SYSTEMS CORPORATION 2005 LONG-TERM INCENTIVE PLAN
Nonqualified Stock Option Agreement • August 4th, 2005 • 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.

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