0001193125-06-055162 Sample Contracts

Contract
Severance, Proprietary Interest Protection and Non-Solicitation Agreement • March 15th, 2006 • Rewards Network Inc • Services-business services, nec • Illinois

This SEVERANCE, PROPRIETARY INTEREST PROTECTION AND NON-SOLICITATION AGREEMENT dated as of March 18, 2005 (the “Agreement”) is made by and between REWARDS NETWORK SERVICES INC., a Delaware corporation (the “Company”), and MEGAN E. FLYNN (the “Executive”).

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AMENDMENT
Rewards Network Inc • March 15th, 2006 • Services-business services, nec • New York

This Amendment, effective as of March 13, 2006, amends the Agreement effective September 19, 2005 (Agreement) between American Express Travel Related Services Company, Inc., a New York corporation (AXP), and Rewards Network Services Inc., a Delaware corporation (RN).

SECOND AMENDED AND RESTATED AGREEMENT
Agreement • March 15th, 2006 • Rewards Network Inc • Services-business services, nec • Massachusetts

This Second Amended and Restated Agreement (the “Agreement”) dated as of March 13, 2006 (the “Amendment Date”), is made by and between Upromise, Inc., a corporation having offices at 117 Kendrick Street, Suite 200, Needham, Massachusetts 02494 (“Upromise”), and Rewards Network Services Inc. , a corporation having offices at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 (“RN”) and amends and restates the Prior Agreement (as defined below), effective as of the Amendment Date. Upromise and RN are referred to collectively as the “Parties” and individually as a “Party”.

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