Form of Restricted Stock Unit Award Agreement



 Exhibit 10.2 
 REWARDS NETWORK INC. 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 Rewards Network Inc., a Delaware corporation (the “Company”), hereby grants to
                     (the “Holder”), as of February 22, 2006 (the “Grant Date”), pursuant to the provisions of
the Company’s 2004 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to
                     shares of the Company’s Common Stock, $0.02 par value (“Stock”), upon and subject to the restrictions,
terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 
 1. Award
Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in the space provided below and returning it to the Company. 
 2. Rights as a Stockholder. The Holder shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the
Award unless and until, and only to the extent, such shares become vested pursuant to Paragraph 3 hereof and the Holder becomes a stockholder of record with respect to such shares. 
 3. Vesting of Shares Subject to Award. 
 3.1. Vesting Requirement. Except for the vesting of the Award upon a Change in Control as provided in Section 3.3 of this Agreement and Section 7(g) of the Plan, the Award shall vest as follows: 
 If the Corporation achieves the 2006 Performance Target (as defined below) the Award shall vest as follows: (i) on the first
anniversary of the Grant Date with respect to one-third of the number of shares of Stock subject to the Award, rounded up to the nearest whole share, (ii) on the second anniversary of the Grant Date with respect to an additional one-third of
the number of shares of Stock subject to the Award, rounded down to the nearest whole share and (iii) on the third anniversary of the Grant Date with respect to the remaining shares of Stock subject to the Award. 
 If the Corporation does not achieve the 2006 Performance Target, but achieves the 2007 Cumulative Performance Target (as defined below)
the Award shall vest as follows: (i) on the second anniversary of the Grant Date with respect to two-thirds of the number of shares of Stock subject to the Award, rounded up to the nearest whole share and (ii) on the third anniversary of
the Grant Date with respect to the remaining shares of Stock subject to the Award. 
 If the Corporation does not achieve the
2006 Performance Target or 2007 Cumulative Performance Target, but achieves the 2008 Cumulative Performance Target (as defined below) the Award shall vest as follows: on the third anniversary of the Grant Date with respect to all shares of Stock
subject to the Award. 
 If the Corporation does not achieve the 2006 Performance Target, 2007 Cumulative Performance Target
or the 2008 Cumulative Performance Target, the Holder shall forfeit all rights with respect to the shares of Stock subject to the Award and all such unvested shares of Stock subject to the Award shall be cancelled by the Company. 







 If the Holder’s service with the Corporation terminates for any reason, the Holder
shall forfeit all rights with respect to the shares of Stock which are not vested as of the effective date of the Holder’s termination of service and such unvested portion of the Award shall be cancelled by the Company. 
 3.2. Performance Targets. “EBITDA” means earnings before interest, income taxes, depreciation and amortization. For purposes of
this Award, the Corporation’s EBITDA, including unusual and non-recurring gains and losses that will be excluded from EBITDA, will be determined by the Corporation in its sole discretion, with the Compensation Committee of the
Corporation’s Board of Directors making the final determination, and such determination will be final, binding on Holder and not subject to review. 
 “2006 Performance Target” means the Corporation achieving an amount of EBITDA in 2006 as determined by the Corporation in its sole discretion. The Corporation shall determine the 2006 Performance
Target and communicate it to Holder during the first quarter of 2006. 
 “2007 Cumulative Performance Target”
means the Corporation achieving an aggregate amount of EBITDA in 2006 and 2007 as determined by the Corporation in its sole discretion. The Corporation shall determine the 2007 Cumulative Performance Target and communicate it to Holder during the
first quarter of 2007. 
 “2008 Cumulative Performance Target” means the Corporation achieving an aggregate
amount of EBITDA in 2006, 2007 and 2008 as determined by the Corporation in its sole discretion. The Corporation shall determine the 2008 Cumulative Performance Target and communicate it to Holder during the first quarter of 2008. 
 3.3. Change in Control. Notwithstanding anything herein to the contrary, to the extent the Award remains outstanding upon a Change in Control, all
conditions and restrictions relating to the continued performance of services and performance targets set forth in Section 3.1 of this Agreement shall immediately lapse upon a Change in Control, and the Award shall thereupon become fully
vested. 
 4. Termination of Award. In the event that the Holder shall forfeit all or a portion of the shares of Stock subject to the
Award, the Holder shall, upon the Company’s request, promptly return this Agreement to the Company for cancellation. Such cancellation shall be effective regardless of whether the Holder returns this Agreement. 
 5. Additional Terms and Conditions of Award. 
 5.1. Nontransferability of Award. The Award is not transferable by the Holder except by will or the laws of descent and distribution (or to a designated Beneficiary in the event of the Holder’s death), provided, however, that
with the written consent of the Committee the Award may be transferred to one or more Beneficiaries during the lifetime of the Holder in connection with the Holder’s estate planning, consistent with the registration of the offer and sale of
Stock on Form S-8 or Form S-3 or a successor registration form of the Securities and Exchange Commission. The Award may not be pledged, mortgaged, hypothecated or otherwise encumbered and shall not be subject to the claims of creditors. 

 

 2 








 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share
of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition
has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable
state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company,
to the effect that such representation (x) is true and correct as of the date of acquisition of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent
to the delivery to the Holder of any shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection
therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable. 
 5.3. Adjustment. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Stock or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate to prevent dilution or enlargement of the rights of
the Holder under the Award, then the Committee shall, in such manner as it may deem equitable, adjust the number and class of securities subject to the Award. In addition, the Committee is authorized to make adjustments in the performance criteria
set forth in Section 3.2 in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any subsidiary or the financial statements of the Company or any
subsidiary, or in response to changes in applicable laws, regulations or accounting principles. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 
 5.4. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares
subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of
shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. 
 5.5. Delivery of Certificates. (a) Except to the extent the Holder makes an effective deferral election pursuant to Section 5.5(b), as soon as practicable after the vesting of the Award, in whole or
in part, the Company shall deliver or cause to be delivered one or more certificates issued in the Holder’s name (or such other name as is acceptable to the Company and designated in writing by the Holder) representing the number of vested
shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery. 
  

 3 








 (b) Not later than June 30, 2006, the Holder may submit an election, on a form and pursuant to
procedures prescribed by the Company, to defer the receipt of such shares, to the extent and effective upon the date they thereafter become vested, to a date specified in such election. As of the date such shares become vested, the Holder’s
right to receive such deferred shares shall be credited to a bookkeeping account maintained by the Company, which shall be further credited with dividend equivalents equal to the dividends that would have been paid on an equal number of shares of
Common Stock and payable to the Holder in cash at the same time the deferred shares are issued to the Holder. The Company shall not be required to fund, or otherwise segregate assets to be used for payment of Shares deferred pursuant to this
Section 5.5(b). Notwithstanding the foregoing, the Company, in the discretion of the Board, may maintain a grantor trust (a “Trust”) to hold assets to be used for payment of such deferred shares. The assets of the Trust shall remain
the assets of the Company subject to the claims of its general creditors. Any payments by a Trust of benefits provided to the Holder shall be considered payment by the Company and shall discharge the Company of any further liability for delivery of
such shares. 
 5.6. Award Confers No Rights to Continued Employment. In no event shall the granting of the Award or its acceptance by
the Holder give or be deemed to give the Holder any right to continued employment by the Corporation. 
 5.7. Decisions of Board or
Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or
this Agreement shall be final, binding and conclusive, including, without limitation, determining whether the Corporation achieved the 2006 Performance Target, the 2007 Cumulative Performance Target or the 2008 Cumulative Performance Target.

 5.8. Company to Reserve Shares. The Company shall at all times prior to the cancellation of the Award reserve and keep available,
either in its treasury or out of it authorized but unissued shares of Stock, the full number of unvested shares subject to the Award from time to time. 
 5.9. Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

 6. Miscellaneous Provisions. 
 6.1. Meaning of Certain Terms. As used herein, the term “vest” shall mean no longer subject to forfeiture. 
 6.2.
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this
Agreement or the Plan. 
  

 4 








 6.3. Notices. All notices, requests or other communications provided for in this Agreement shall
be made, if to the Company, to Rewards Network Inc., Attention: General Counsel, Two North Riverside Plaza, Chicago, Illinois 60606, and if to the Holder, to the last known address contained in the records of the Company. All notices, requests or
other communications provided for in this Agreement shall be made in writing either (a) by personal delivery to the party entitled thereto, (b) by electronic mail or facsimile with confirmation of receipt, (c) by mailing in the United
States mails to the last known address of the party entitled thereto or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of electronic
mail or facsimile transmission, or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication is not received during regular business hours, it
shall be deemed to be received on the next succeeding business day of the Company. 
 6.4. Governing Law. This Agreement, the Award
and all determinations made and actions taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without
giving effect to conflicts of laws principles. 
 6.5. Counterparts. This Agreement may be executed in two counterparts each of which
shall be deemed an original and both of which together shall constitute one and the same instrument. 
  

			
	REWARDS NETWORK INC.
		
	By:	 	  

	Name:	 	Ronald L. Blake
	Title:	 	President and Chief Executive Officer


  

	
	Accepted this      day of                     ,
2006.
	
	  

	Holder

  

 5