0001193125-10-192371 Sample Contracts

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • August 18th, 2010 • Rewards Network Inc • Services-business services, nec • Delaware

This Director and Officer Indemnification Agreement, dated as of August 16, 2010 (this “Agreement”), is made by and between Rewards Network Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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August 16, 2010
Personal and Confidential • August 18th, 2010 • Rewards Network Inc • Services-business services, nec

Rewards Network Inc. (the “Company”) has approved the payment of a bonus (a “CIC Bonus”) to you in connection with the consummation of a Change in Control, half of which may be earned upon the consummation of the Change in Control and half of which may be earned based upon continued employment following the Change in Control, as described below. For purposes of this letter agreement, “Change in Control” shall have the meaning given to such term in the Company’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time. This letter agreement sets forth the terms and conditions of your CIC Bonus, including the requirements that you must meet in order to receive your CIC Bonus.

August 16, 2010
Rewards Network Inc • August 18th, 2010 • Services-business services, nec

Rewards Network Inc. (the “Company”) has approved the payment of a bonus (a “CIC Bonus”) to you in connection with the consummation of a Change in Control, half of which may be earned upon the consummation of the Change in Control and half of which may be earned based upon continued employment following the Change in Control, as described below. For purposes of this letter agreement, “Change in Control” shall have the meaning given to such term in the Company’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time. This letter agreement sets forth the terms and conditions of your CIC Bonus, including the requirements that you must meet in order to receive your CIC Bonus.

AMENDMENT NUMBER ONE TO THE REWARDS NETWORK INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 18th, 2010 • Rewards Network Inc • Services-business services, nec
AMENDMENT NUMBER ONE TO THE REWARDS NETWORK INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 18th, 2010 • Rewards Network Inc • Services-business services, nec
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