EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 8, 2006, between AFFINION GROUP, INC., a Delaware corporation, (the “Company”) and THOMAS A. WILLIAMS (“Executive”).Employment Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
OPTION AGREEMENT (this “Agreement”) dated as of October 30, 2006 between AFFINION GROUP HOLDINGS, INC., a Delaware corporation, (the “Company”) and OPTIONEE (as set forth on the signature page hereto, the “Optionee”).Option Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company, acting through the Committee with the consent of the Company’s Board of Directors (the “Board”), has determined that it wishes to grant to the Optionee, effective as of the date above first written (the “Grant Date”), an option under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan;
RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of November 8, 2006, between AFFINION GROUP HOLDINGS, INC., a Delaware corporation, (the “Company”) and THOMAS A. WILLIAMS (the “Purchaser”).Restricted Stock Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company, acting with the consent of the Company’s Board of Directors (the “Board”) will grant to the Purchaser, effective as of the January 1, 2007, the date Purchaser’s employment commences with Affinion Group, Inc. (the “Grant Date”), under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “Plan”) a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan; and
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 12, 2007 between AFFINION GROUP HOLDINGS, INC., a Delaware Corporation, (the “Company”) and THOMAS A. WILLIAMS (“Investor”).Subscription Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec • Delaware
WHEREAS, Investor has entered into an Employment Agreement dated as of November 8, 2006 and amended on February 21, 2007 with Affinion Group, Inc.;
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2007 • Affinion Group, Inc. • Services-business services, nec
Amendment to Employment Agreement dated as of February 21, 2007 (the “Amendment”) between Affinion Group, Inc., a Delaware corporation (“Affinion” or the “Company”), and Thomas A. Williams (the “Executive”).
