0000950137-07-003721 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services • Delaware

INDEMNIFICATION AGREEMENT made effective as of the 2nd day of March, 2007, between eLoyalty Corporation, a Delaware corporation (the “Company”), and Kelly D. Conway (the “Indemnitee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services • Illinois

This Employment Agreement (“Agreement”) is entered into by eLOYALTY CORPORATION (the “Company”) and KAREN BOLTON, an individual (“Employee”), this January 8, 2007.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services • Delaware

INDEMNIFICATION AGREEMENT made effective as of the 24th day of April, 2006, between eLoyalty Corporation, a Delaware corporation (the “Company”), and Steven H. Shapiro (the “Indemnitee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services • Illinois

eLoyalty Corporation (the “Company”), and Steven H. Shapiro, an individual (“Employee”), enter into this Employment Agreement (“Agreement”) as of April 24, 2006.

AMENDMENT NO. 12 TO LOAN AGREEMENT
Loan Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services

This Amendment No. 12 to Loan Agreement (the “Amendment”) is dated as of the 21st day of December, 2006 and is by and between LASALLE BANK NATIONAL ASSOCIATION (“Lender”) and eLOYALTY CORPORATION, a Delaware corporation (the “Borrower”).

eLoyalty Corporation Non-Statutory Stock Option Agreement
Stock Option Agreement • March 13th, 2007 • Eloyalty Corp • Services-management consulting services • Delaware

eLoyalty Corporation, a Delaware corporation (the “Company”), hereby grants to the individual whose name appears below (the “Optionholder”), pursuant to the provisions of the eLoyalty Corporation 1999 Stock Incentive Plan, as Amended and Restated as of May 16, 2002 (the “Plan”), an option to purchase from the Company (the “Option”) such number of shares of its Common Stock, $0.01 par value (“Stock”), as set forth below at the price per share set forth below but only upon and subject to the terms and conditions set forth herein, in the Plan, and in Annex I hereto. The Option is a non-statutory stock option, which means it is not intended to qualify as an “incentive stock option” under Code Section 422.

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