Exhibit 10.3


 


FORM OF EMPLOYEE MATTERS AGREEMENT


 


by and between


 


ALLIANCE DATA SYSTEMS CORPORATION


 


and


 


LOYALTY VENTURES INC.


 


Dated as of [—]


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	Article 1
	Definitions
	 
	Section 1.01.	Definitions	1
	Article 2
	General Allocation of Liabilities; Indemnification
	 
	Section 2.01.	Allocation of Employee-Related Liabilities	7
	Section 2.02.	Indemnification	9
	 	 	 
	Article 3
	Employees and Contractors; and Employment
	 
	Section 3.01.	Transfers of Employment	9
	Section 3.02.	Employment Agreements	11
	Section 3.03.	Contractors	12
	Section 3.04.	Assignment of Specified Rights	12
	 	 	 
	Article 4
	Plans
	 
	Section 4.01.	Plan Participation	12
	Section 4.02.	Service Credit	13
	 	 	 
	Article 5
	Retirement Plans
	 
	Section 5.01.	401(k) Plan	13
	Section 5.02.	ADS EDCP	15
	Section 5.03.	Section 409A	15
	 	 	 
	Article 6
	Health and Welfare Plans; Paid Time Off and Vacation
	 
	Section 6.01.	Cessation of Participation in ADS H&W Plans; Participation in Loyalty Ventures H&W Plans	15
	Section 6.02.	Assumption of Health and Welfare Plan Liabilities	15
	Section 6.03.	Flexible Spending Account Plan Treatment	16
	Section 6.04.	Workers’ Compensation Liabilities	16
	Section 6.05.	Vacation and Paid Time Off	16
	Section 6.06.	COBRA and HIPAA	17



 






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	Article 7
	Incentive Compensation
	 
	Section 7.01.	Incentive Compensation	17
	 	 	 
	Article 8
	Treatment of Outstanding Equity Awards
	 
	Section 8.01.	RSUs	18
	Section 8.02.	PSUs	19
	Section 8.03.	Special LTIP RSU	20
	Section 8.04.	Special Achievement RSUs	21
	Section 8.05.	Miscellaneous Terms and Actions; Tax Reporting and Withholding	21
	Section 8.06.	Employee Stock Purchase Plan	22
	 	 	 
	Article 9
	Personnel Records; Payroll and Tax Withholding
	 
	Section 9.01.	Personnel Records	22
	Section 9.02.	Payroll; Tax Reporting and Withholding	22
	 	 	 
	Article 10
	Non-U.S. Employees and Employee Plans
	 
	Section 10.01.	Special Provisions for Employees and Employee Plans Outside of the United States	23
	 	 	 
	Article 11
	General and Administrative
	 
	Section 11.01.	Sharing of Participant Information	23
	Section 11.02.	Cooperation	24
	Section 11.03.	Vendor Contracts	24
	Section 11.04.	Data Privacy	24
	Section 11.05.	Notices of Certain Events	25
	Section 11.06.	No Third Party Beneficiaries	25
	Section 11.07.	Fiduciary Matters	25
	Section 11.08.	Consent of Third Parties	26
	Section 11.09.	Sponsored Employees	26
	 	 	 
	Article 12
	Non-Solicit and No-Hire
	 
	Section 12.01.	No-Hire/Non-Solicitation of Employees	27



 






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	Article 13
	Miscellaneous
	 
	Section 13.01.	General	28



 






    iii 


     


    

 





SCHEDULES


 


		Schedule 8.03	Special LTIP RSUs






		Schedule 8.04	Special Achievement RSUs



 






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EMPLOYEE MATTERS AGREEMENT


 


EMPLOYEE MATTERS AGREEMENT
dated as of [●], 2021 (as the same may be amended from time to time in accordance with its terms, this “Agreement”),
between Alliance Data Systems Corporation, a Delaware corporation (“ADS”), and Loyalty Ventures Inc., a Delaware corporation
(“Loyalty Ventures”) (each, a “Party” and together, the “Parties”). Capitalized
terms used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in
the Separation and Distribution Agreement dated as of [•], 2021 by and between the Parties, to which this Agreement is Exhibit [•]
(the “Separation Agreement”).


 


W I T N E S E T H:


 


WHEREAS, the board of directors
of ADS (the “ADS Board”) has determined that it is in the best interests of ADS and its stockholders to separate the
Loyalty Ventures Business from the ADS Business;


 


WHEREAS, Loyalty Ventures
is a wholly owned Subsidiary of ADS that has been incorporated for the sole purpose of, and has not engaged in activities except in preparation
for, the Distribution and the transactions contemplated by this Agreement, the Separation Agreement and the other Ancillary Agreements;


 


WHEREAS, pursuant to the Separation
Agreement, ADS and Loyalty Ventures have agreed to enter into this Agreement for the purpose of allocating between them assets, liabilities
and responsibilities with respect to certain employee matters, including employee compensation and benefit plans and programs; and


 


WHEREAS, ADS and Loyalty Ventures
have agreed that, except as otherwise expressly provided herein, the general approach and philosophy underlying this Agreement is to (a) allocate
assets, Liabilities and responsibilities to the Loyalty Ventures Group (as opposed to the ADS Group) to the extent they relate to current
or former employees and other service providers primarily related to the Loyalty Ventures Business and (b) allocate assets, Liabilities
and responsibilities (other than those described in clause (a) above) to the ADS Group (as opposed to the Loyalty Ventures Group).


 


NOW, THEREFORE, in consideration
of the mutual promises contained herein and in the Separation Agreement, the Parties hereby agree as follows:


 


Article 1

Definitions


 


Section 1.01.     Definitions.
(a)  For purposes of this Agreement, the following terms shall have the following meanings:


 


“Adjusted ADS Awards”
means, collectively, the Adjusted ADS PSUs and the Adjusted ADS RSUs.


 






     


     


    

 


“Adjusted ADS PSU”
means any ADS PSU adjusted pursuant to ‎Section 8.02(b) hereto.


 


“Adjusted ADS RSU”
means any ADS RSU adjusted pursuant to ‎Section 8.01(b) hereto.


 


“ADS 401(k) Plan”
means any ADS Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code.


 


“ADS Common Stock”
has the meaning set forth in the Separation Agreement.


 


“ADS Compensation
Committee” means the compensation committee of the ADS Board.


 


“ADS Contractor”
means each individual independent contractor or consultant (other than a Loyalty Ventures Contractor) of any member of the ADS Group.


 


“ADS Director”
means a member of the ADS Board.


 


“ADS EDCP”
means the Alliance Data Systems Corporation Executive Deferred Compensation Plan, amended and restated effective January 1, 2018.


 


“ADS Employee”
means each individual who, following the Distribution Date, is (a) not a Loyalty Ventures Employee and (b) either (i) actively
employed by any member of the ADS Group or (ii) an inactive employee located in the U.S. (including any employee on short- or long-term
disability leave or other authorized leave of absence).


 


“ADS Equity Plans”
means, collectively, (a) the Alliance Data Systems Corporation 2020 Omnibus Incentive Plan, and (b) the Alliance Data Systems
Corporation 2015 Omnibus Incentive Plan (in each case, together with any successor plans thereto).


 


“ADS ESPP”
means the Alliance Data Systems Corporation 2015 Employee Stock Purchase Plan.


 


“ADS FSA”
means any ADS Plan that is a flexible spending account for health and dependent care expenses.


 


“ADS Group”
has the meaning set forth in the Separation Agreement.


 


“ADS H&W Plan”
means any ADS Plan that is an “employee welfare benefit plan” or “welfare plan” (as defined under Section 3(1) of
ERISA). For the avoidance of doubt, ADS FSAs are ADS H&W Plans and the ADS 401(k) Plan is not an ADS H&W Plan.


 






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“ADS Participant”
means any individual who is an ADS Employee or ADS Contractor, and any beneficiary, dependent, or alternate payee of such individual,
as the context requires.


 


“ADS Plan”
means any Employee Plan (other than a Loyalty Ventures Plan) sponsored, maintained, administered, contributed to or entered into by any
member of the ADS Group. For the avoidance of doubt, no Loyalty Ventures Plan is an ADS Plan.


 


“ADS Post-Distribution
Stock Value” means the volume weighted average trading price per share of ADS Common Stock, trading “regular way”,
during the five trading days immediately following the Distribution Date.


 


“ADS Pre-Distribution
Stock Value” means the volume weighted average trading price per share of ADS Common Stock, trading “regular way”
with “due bills”, during the five trading days immediately prior to the Distribution Date.


 


“ADS PSU”
means each award of restricted stock units with respect to ADS Common Stock granted under the ADS Equity Plan subject to performance-based
vesting conditions.


 


“ADS RSU”
means each award of restricted share units with respect to ADS Common Stock granted under the ADS Equity Plan (other than ADS PSUs).


 


“ADS Specified Rights”
means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants, including covenants relating to non-disclosure,
non-solicitation, non-competition, confidentiality or Intellectual Property, pursuant to any Employee Plan including any Associate Confidentiality
Agreements, covering or with any Loyalty Ventures Employee, Loyalty Ventures Contractor, ADS Employee or ADS Contractor and to which any
member of the Loyalty Ventures Group or ADS Group is a party (other than Loyalty Ventures Specified Rights).


 


“COBRA”
means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Distribution”
has the meaning set forth in the Separation Agreement.


 


“Distribution Date”
has the meaning set forth in the Separation Agreement.


 






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“Employee Plan”
means any (a) “employee benefit plan” as defined in Section 3(3) of ERISA, (b) compensation, employment,
consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement,
program or policy or (c) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing,
equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any
self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits,
perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or
retirement benefits (including compensation, pension, health, medical or insurance benefits), in each case whether or not written.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, together with the rules and regulations promulgated thereunder.


 


“Former ADS Employee”
means each individual who, as of immediately prior to the Distribution Date, is a former employee of any member of the ADS Group.


 


“H&W Plan”
means any ADS H&W Plan or Loyalty Ventures H&W Plan.


 


“HIPAA”
means the health insurance portability and accountability requirements for “group health plans” under the Health Insurance
Portability and Accountability Act of 1996, as amended, together with the rules and regulations promulgated thereunder.


 


“Liabilities”
has the meaning set forth in the Separation Agreement.


 


“Loyalty Ventures
401(k) Plan” means any Loyalty Ventures Plan that is a defined contribution plan intended to qualify under Section 401(a) of
the Code.


 


“Loyalty Ventures
Active Employee” means any individual actively employed primarily with respect to the Loyalty Ventures Business or employed
by any member of the Loyalty Ventures Group.


 


“Loyalty Ventures
Assets” has the meaning set forth in the Separation Agreement.


 


“Loyalty Ventures
Awards” means, collectively, the Loyalty Ventures PSUs and the Loyalty Ventures RSUs.


 


“Loyalty Ventures
Board” means the board of directors for Loyalty Ventures.


 


“Loyalty Ventures
Common Stock” has the meaning set forth in the Separation Agreement.


 






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“Loyalty Ventures
Compensation Committee” means the compensation committee of the Loyalty Ventures Board.


 


“Loyalty Ventures
Contractor” means each individual independent contractor or consultant who, as of the Distribution Date, primarily provides
or provided services with respect to the Loyalty Ventures Business.


 


“Loyalty Ventures
Director” means a member of the Loyalty Ventures Board.


 


“Loyalty Ventures
Employee” means each (a) individual who, as of immediately following the Distribution Date, is (i) a Loyalty Ventures
Active Employee or (ii) an inactive employee (including any Loyalty Ventures Inactive Employee) primarily employed with respect to
the Loyalty Ventures Business by any member of the Loyalty Ventures Group, but not including any Transferred Loyalty Ventures Employees,
or (b) a Transferred Loyalty Ventures Employee.


 


“Loyalty Ventures
Group” has the meaning set forth in the Separation Agreement.


 


“Loyalty Ventures
H&W Plan” means any Loyalty Ventures Plan that is (a) an “employee welfare benefit plan” or “welfare
plan” (as defined under Section 3(1) of ERISA) or (b) a similar plan that is sponsored, maintained, administered,
contributed to or entered into outside of the United States. For the avoidance of doubt, Loyalty Ventures FSAs are Loyalty Ventures H&W
Plans and the Loyalty Ventures 401(k) Plan (once adopted) is not a Loyalty Ventures H&W Plan.


 


“Loyalty Ventures
Inactive Employee” means any individual who is (i) on an approved leave of absence and (ii) receiving long-term or
short-term disability benefits under an ADS H&W Plan who is employed primarily with respect to the Loyalty Ventures Business or employed
by any member of the Loyalty Ventures Group.


 


“Loyalty Ventures
Participant” means any individual who is a Loyalty Ventures Employee or Loyalty Ventures Contractor, and any beneficiary, dependent,
or alternate payee of such individual, as the context requires.


 


“Loyalty Ventures
Plan” means any Employee Plan that (a) is or was sponsored, maintained, administered, contributed to or entered into by
any member of the Loyalty Ventures Group, whether before, as of or after the Distribution Date or (b) for which Liabilities transfer
to any member of the Loyalty Ventures Group under this Agreement or pursuant to applicable Law as a result of the Distribution.


 






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“Loyalty Ventures
Specified Rights” means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants, including covenants
relating to non-disclosure, non-solicitation, non-competition, confidentiality or Intellectual Property, applicable or related, in whole
or in part, to the Loyalty Ventures pursuant to any Employee Plan, including any Associate Confidentiality Agreements, covering or with
any Loyalty Ventures Employee or Loyalty Ventures Contractor and to which any member of the Loyalty Ventures Group or ADS Group is a party;
provided that, with respect to any Intellectual Property existing, conceived, created, developed or reduced to practice prior to
the Distribution Date, the foregoing rights to enjoy, benefit from or enforce any restrictive covenants related to Intellectual Property
is limited to those restrictive covenants related to Intellectual Property included in the Loyalty Ventures Assets.


 


“Loyalty Ventures
Stock Value” means the volume weighted average trading price per share of Loyalty Ventures Common Stock, trading “regular
way”, during the five trading days immediately following the Distribution Date.


 


“Non-U.S. Loyalty
Ventures Active Employee” means any Loyalty Ventures Active Employee who is not a U.S. Loyalty Ventures Active Employee.


 


“Non-U.S. Loyalty
Ventures Participant” means any Loyalty Ventures Participant who is not a U.S. Loyalty Ventures Participant.


 


“Record Date”
has the meaning set forth in the Separation Agreement.


 


“Restricted Period”
means the period beginning on [the Distribution Date and ending on the date that the Transition Services Agreement is terminated].


 


“Special Achievement
RSUs” means the ADS RSUs listed on Schedule 8.04.


 


“Sponsored Employee”
means any Loyalty Ventures Employee set forth on Schedule 1.01(a)(ii) who is working on a visa or work permit sponsored by ADS or
an ADS Group member as of immediately prior to the Distribution Date.


 


“Transferred Loyalty
Ventures Employee” means any individual who, upon mutual agreement of the Parties, transfers employment from the ADS Group to
the Loyalty Ventures Group following the Distribution Date (whether in connection with any Ancillary Agreement or otherwise).


 


“U.S. Loyalty Ventures
Active Employee” means any Loyalty Ventures Active Employee employed or engaged in the United States.


 


“U.S. Loyalty Ventures
Inactive Employee” means any Loyalty Ventures Inactive Employee employed or engaged in the United States.


 


“U.S. Loyalty Ventures
Participant” means any Loyalty Ventures Participant employed or engaged in the United States.


 






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(b)            Each
of the following terms is defined in the Section set forth opposite such term:1


 


	Term	Section
	ADS	Preamble
	ADS Board	Preamble
	ADS Bonus Plan	‎Section 7.01
	ADS Retained Employee Liabilities	‎Section 2.01(a)
	2021 ADS Cash Bonuses	‎Section 7.01
	2021 Loyalty Ventures Cash Bonuses	‎Section 7.01
	Delayed Transfer Period	‎Section 3.01(b)
	Estimated Prorated Bonus Amount	‎Section 7.01
	Final Liquidation Date	‎Section 5.01(c)
	Loyalty Ventures	Preamble
	Loyalty Ventures Assumed Employee Liabilities	‎Section 2.01(b)
	Loyalty Ventures Bonus Plan	‎Section 7.01
	Loyalty Ventures Equity Plan	‎Section 8.05(a)
	Loyalty Ventures FSAs	‎Section 6.03
	Loyalty Ventures PSU	‎Section 8.02(c)(i)(B)
	Loyalty Ventures PSU Replacement Award	‎Section 8.02(a)
	Loyalty Ventures RSU	‎Section 8.01(a)
	Loyalty Ventures RSU Replacement Award	‎Section 8.01(a)
	Loyalty Ventures Special Awards	Section 8.04
	Personnel Records	‎Section 9.01
	Retirement Eligible Employee	‎Section 8.03
	Special LTIP RSU	‎Section 8.03
	Transition Date	‎Section 6.01(a)
	Vendor Contract	‎Section 11.03


 


Article 2

General Allocation of Liabilities; Indemnification


 


Section 2.01.     Allocation
of Employee-Related Liabilities.


 


(a)            Subject
to the terms and conditions of this Agreement, effective as of the Distribution Date, ADS shall, or shall cause the applicable member
of the ADS Group to, assume and retain, and no member of the Loyalty Ventures Group shall have any further obligation with respect to,
any and all Liabilities (i) relating to, arising out of or in respect of any ADS Participant or any ADS Plan, in each case, other
than any Loyalty Ventures Assumed Employee Liabilities (as defined below), or (ii) attributable to actions expressly specified to
be taken by any member of the ADS Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution
Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such
Liabilities are asserted against or which Person such Liabilities attached to as a matter of applicable Law or contract or (iii) expressly
assumed or retained, as applicable, by any member of the ADS Group pursuant to this Agreement (collectively, “ADS Retained Employee
Liabilities”). For the avoidance of doubt, all ADS Retained Employee Liabilities are ADS Liabilities for purposes of the Separation
Agreement.


 


 











1 Note to Draft: To be updated.


 






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(b)            Subject
to the terms and conditions of this Agreement, effective as of the Distribution Date, Loyalty Ventures shall, or shall cause the applicable
member of the Loyalty Ventures Group to, assume, and no member of the ADS Group shall have any further obligation with respect to, any
and all Liabilities (i) relating to, arising out of or in respect of any Loyalty Ventures Participant or any Loyalty Ventures Plan
or (ii) attributable to actions expressly specified to be taken by any member of the Loyalty Ventures Group under this Agreement,
in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on
or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities
attached to as a matter of applicable Law or contract (collectively, “Loyalty Ventures Assumed Employee Liabilities”),
including without limitation:


 


(i)            employment,
separation or retirement agreements or arrangements to the extent applicable to any Loyalty Ventures Participant;


 


(ii)          wages,
salaries, incentive compensation, commissions, bonuses and other compensation payable to any Loyalty Ventures Participants, without regard
to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have
been earned;


 


(iii)          severance
or similar termination-related pay or benefits applicable to any Loyalty Ventures Participant relating to the termination or alleged termination
of any Loyalty Ventures Participant’s employment or service with the Loyalty Ventures Group or ADS Group that occurs prior to, at
or after the Distribution;


 


(iv)          workers’
compensation and unemployment compensation benefits for all Loyalty Ventures Participants;


 


(v)           change
in control, transaction bonus, retention and stay bonuses payable to any Loyalty Ventures Participants;


 


(vi)          any
applicable Law (including ERISA and the Code) to the extent related to participation by any Loyalty Ventures Participant in any Employee
Plan;


 






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(vii)            any
Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Loyalty Ventures Participant (including,
without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil
rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security,
workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding
of Taxes);


 


(viii)            any
costs or expenses incurred in designing, establishing and administering any Loyalty Ventures Plans or payroll or benefits administration
for Loyalty Ventures Participants;


 


(ix)            the
employer portion of any employment, payroll or similar Taxes relating to any of the foregoing for any Loyalty Ventures Participant; and


 


(x)            any
Liabilities expressly assumed or retained, as applicable, by any member of the Loyalty Ventures Group pursuant to this Agreement.


 


For the avoidance of doubt, all Loyalty Ventures Assumed Employee Liabilities
are Loyalty Ventures Liabilities for purposes of the Separation Agreement.


 


Section 2.02.     Indemnification.
For the avoidance of doubt, the provisions of Article 5 of the Separation Agreement shall apply to and govern the indemnification
rights and obligations of the parties with respect to the matters addressed by this Agreement.


 


Article 3

Employees and Contractors; and Employment


 


Section 3.01.     Transfers
of Employment.


 


(a)            Effective
as of the Distribution Date, (i) the employment of each Non-U.S. Loyalty Ventures Active Employee, to the extent employed at such
time, will be continued by a member of the Loyalty Ventures Group, (ii) the employment of each ADS Employee, to the extent employed
at such time, will be continued by a member of the ADS Group and (iii) each U.S. Loyalty Ventures Active Employee shall remain employed
by a member of the ADS Group through the Distribution Date, and, immediately following the Distribution Date, shall terminate employment
with the ADS Group and shall immediately commence employment with a member of the Loyalty Ventures Group and shall be treated as a Loyalty
Ventures Employee for all purposes pursuant to this Agreement. Before the Distribution Date, ADS and Loyalty Ventures shall cooperate
in good faith to transfer the employment of each Non-U.S. Loyalty Ventures Employee from the ADS Group to the Loyalty Ventures Group,
and the parties shall use their reasonable best efforts to cause all such transfers of employment to occur no later than the Distribution
Date; provided however, that the parties agree to mutually cooperate to transfer the employment of any Transferred Loyalty Ventures
Employees to the Loyalty Ventures Group as soon as possible following the Distribution Date and, unless as otherwise contemplated in connection
with the Transition Services Agreement, in no event later than the expiration of the Delayed Transfer Period.


 






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(b)            Notwithstanding
anything to the contrary in this Agreement, each Loyalty Ventures Employee who, as of the Distribution Date, is a U.S. Loyalty Ventures
Inactive Employee will continue to be employed by a member of the ADS Group until such individual returns to active service. Upon a U.S.
Loyalty Ventures Inactive Employee’s return to active service, Loyalty Ventures will make an offer of employment to such U.S. Loyalty
Ventures Inactive Employee on terms and conditions of employment consistent with (A) this Agreement and (B) the terms and conditions
of employment applicable to such U.S. Loyalty Ventures Inactive Employee at such time; provided, that such U.S. Loyalty Ventures
Inactive Employee returns to active service within 18 months following the Distribution Date (such period, the “Delayed Transfer
Period”). For the avoidance of doubt, (x) immediately following the Distribution Date, the employment of each Loyalty Ventures
Employee located in the U.S. (other than any U.S. Loyalty Ventures Inactive Employee) who is on an approved leave of absence (including
parental, military or other authorized leave of absence) will continue with or be transferred to, as applicable, the Loyalty Ventures
Group in accordance with ‎Section 3.01(a) and (y) all costs relating to
any compensation, benefits, severance or other employment-related costs in respect of U.S. Loyalty Ventures Inactive Employees will constitute
Loyalty Ventures Assumed Employee Liabilities.


 


(c)            When
required, each of the parties hereto agrees to execute, and to use their reasonable best efforts to have the applicable employees execute,
any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated
by this ‎Section 3.01.


 


(d)            Except
as otherwise provided under the Transition Services Agreement, effective as of the Distribution Date, (i) Loyalty Ventures shall
adopt or maintain, and shall cause each member of the Loyalty Ventures Group to adopt or maintain, leave of absence programs and (ii) Loyalty
Ventures shall honor, and shall cause each member of the Loyalty Ventures Group to honor, all terms and conditions of authorized leaves
of absence which have been granted to any Loyalty Ventures Participant before the Distribution Date, including such leaves that are to
commence on or after the Distribution Date.


 


Except as provided in Section 8.05(i), with
respect to any Delayed Transfer Employee, references to the “Distribution Date” in this Agreement, as applicable, shall
in each case be deemed to refer to the date such Delayed Transfer Employee commences employment with the Loyalty Ventures Group, mutatis
mutandis, if later.


 






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Section 3.02.     Employment
Agreements.


 


(a)            With
respect to any employment, retention, severance, restrictive covenant or similar agreements with Loyalty Ventures Employees to which a
member of the Loyalty Ventures Group is not a party, or which do not otherwise transfer to a Loyalty Ventures Group member by operation
of applicable Law, the Parties shall use reasonable best efforts to assign, effective on or before the Distribution Date (or, with respect
to Delayed Transfer Employee, effective as of the applicable Delayed Transfer Date) the applicable employment, retention, severance, restrictive
covenant or similar agreement, as applicable, to a member of the Loyalty Ventures Group in the applicable jurisdiction, and Loyalty Ventures
shall, or shall cause a member of the Loyalty Ventures Group to assume and perform such agreements in accordance with their terms, in
each case as if originally entered into by such applicable member of the Loyalty Ventures Group, and the ADS Group shall cease to have
any Liabilities or responsibilities with respect thereto; provided, however, that this ‎Section 3.02(a) shall
not apply to any employment, retention, severance, restrictive covenant or similar agreements with any Loyalty Ventures Employees who
are employed in a jurisdiction outside of the United States in which the Parties do not intend for such agreements to be transferred to
the Loyalty Ventures Group.


 


(b)            With
respect to any employment, retention, severance, restrictive covenant or similar agreements with ADS Employees to which a member of the
ADS Group is not a party, or which do not otherwise transfer to an ADS Group member by operation of applicable Law, the Parties shall
use reasonable best efforts to assign, effective on or before the Distribution Date (or, with respect to Delayed Transfer Employee, effective
as of the applicable Delayed Transfer Date) the applicable employment, retention, severance, restrictive covenant or similar agreement,
as applicable, to a member of the ADS Group in the applicable jurisdiction, and ADS shall, or shall cause a member of the ADS Group to
assume and perform such agreements in accordance with their terms, in each case as if originally entered into by such applicable member
of the ADS Group, and the Loyalty Ventures Group shall cease to have any Liabilities or responsibilities with respect thereto; provided,
however, that this ‎Section 3.02(b) shall not apply to any employment,
retention, severance, restrictive covenant or similar agreements with any ADS Employees who are employed in a jurisdiction outside of
the United States in which the Parties do not intend for such agreements to be transferred to the ADS Group.


 


(c)            From
and after the Distribution Date (or, if applicable, the Delayed Transfer Date), each of ADS and Loyalty Ventures hereby agrees to comply
with and honor any employment, services, retention or severance agreement between any member of the ADS Group or the Loyalty Ventures
Group, as the case may be, on the one hand, and any ADS Employee or ADS Contractor or Loyalty Ventures Employee or Loyalty Ventures Contractor,
respectively, on the other hand, and assumes responsibility for, and, to the extent applicable, Loyalty Ventures or the relevant member
of the Loyalty Ventures Group and ADS or the relevant member of the ADS Group, respectively, shall cease to be responsible for or to otherwise
have any Liability in respect of, such agreements.


 






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Section 3.03.     Contractors.
With respect to any independent contractor or consulting agreements with Loyalty Ventures Contractors or ADS Contractors to which a Loyalty
Ventures Group member or an ADS Group member, respectively, is not a party, or which do not otherwise transfer to a Loyalty Ventures Group
member or an ADS Group member, respectively, by operation of applicable Law, the parties shall use reasonable best efforts to assign the
applicable agreements to a member of the Loyalty Ventures Group or a member of the ADS Group, as applicable, in the applicable jurisdiction,
and Loyalty Ventures or ADS, as applicable, shall, or shall cause a member of the Loyalty Ventures Group or a member of the ADS Group,
respectively, to assume and perform any obligations under such independent contractor and consulting agreements.


 


Section 3.04.     Assignment
of Specified Rights. To the extent permitted by applicable Law and the applicable agreement, if any, effective as of the Distribution
Date, (i) ADS hereby assigns, to the maximum extent possible, on behalf of itself and the ADS Group, the Loyalty Ventures Specified
Rights, to Loyalty Ventures and (ii) Loyalty Ventures hereby assigns, to the maximum extent possible, on behalf of itself and the
Loyalty Ventures Group, the ADS Specified Rights, to ADS.


 


Article 4

Plans


 


Section 4.01.     Plan
Participation.


 


(a)            Except
as otherwise expressly provided in this Agreement and subject to any provisions of the Transition Services Agreement, effective as of
immediately following the Distribution Date, (i) (x) all Loyalty Ventures Participants shall cease any participation in, and
benefit accrual under, ADS Plans other than the ADS H&W Plans (where participation will continue until the Transition Date), and (y) to
the extent applicable, all members of the Loyalty Ventures Group shall cease to be participating employers under the ADS Plans and, (ii) to
the extent applicable, (x) all ADS Participants shall cease any participation in, and benefit accrual under, Loyalty Ventures Plans
and (y) all members of the ADS Group shall cease to be participating employers under the Loyalty Ventures Plans. Prior to the Distribution
Date, ADS and Loyalty Ventures shall take all actions necessary to effectuate the actions contemplated by this ‎Section 4.01
and to cause (A) except as otherwise set forth in the Transition Services Agreement, the applicable Loyalty Ventures Group member
to have in effect such corresponding Loyalty Ventures Plan as of the Distribution Date, (B) the applicable Loyalty Ventures Group
Member to assume or retain all Liabilities with respect to each Loyalty Ventures Plan and the applicable ADS Group member to assume or
retain all Liabilities with respect to each ADS Plan, in each case, effective as of the Distribution Date and (C) all assets of any
Loyalty Ventures Plan to be transferred to or retained by the applicable Loyalty Ventures Group member in the applicable jurisdiction
and all assets of any ADS Plan to be transferred to or retained by the applicable ADS Group member in the applicable jurisdiction, in
each case, effective as of the Distribution Date. Effective as of the Distribution Date, ADS shall not be considered a fiduciary for any
Loyalty Ventures Plans.


 






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(b)            The
Parties agree that, to the extent the terms of this Agreement do not expressly prescribe the treatment of any specific compensation or
benefits matter (including, without limitation, regarding the treatment of participation in any Employee Plans or the allocation of any
Liabilities hereunder) applicable to any Delayed Transfer Employee, as the case may be, the Parties will reasonably cooperate in good
faith to cause such matter to be treated in a manner consistent with the corresponding treatment provided under this Agreement of such
matter as applicable to any Delayed Transfer Employee, respectively (or, if no such corresponding treatment is provided under the terms
of this Agreement, then such matter shall otherwise be treated in accordance with the general approach and philosophy regarding the allocation
of assets and Liabilities under the terms of this Agreement, as expressly set forth in the recitals to this Agreement).


 


Section 4.02.     Service
Credit. From and after the Distribution Date, for purposes of determining eligibility to participate, vesting and benefit accrual
under any Loyalty Ventures Plan in which a Loyalty Ventures Employee is eligible to participate on and following the Distribution Date,
such Loyalty Ventures Employee’s service with any member of the ADS Group or the Loyalty Ventures Group, as the case may be, prior
to the Distribution Date shall be treated as service with the Loyalty Ventures Group, to the extent recognized by the ADS Group or the
Loyalty Ventures Group, as applicable, under an analogous ADS Plan or Loyalty Ventures Plan, as applicable, prior to the Distribution
Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in any
duplication of benefits.


 


Article 5

Retirement Plans


 


Section 5.01.     401(k) Plan.


 


(a)            Effective
as of the Distribution Date, each Loyalty Ventures Participant who participates in the ADS 401(k) Plan immediately prior to the Distribution
Date (i) will cease active participation in the ADS 401(k) Plan as of the Distribution Date, (ii) will be treated as a
terminated participant for purposes of the ADS 401(k) Plan and (iii) upon the establishment of the Loyalty Ventures 401(k) Plan
following the Distribution Date, will become eligible to participate in the Loyalty Ventures 401(k) Plan.


 






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(b)            From
and after the Distribution Date, the applicable member of the Loyalty Ventures Group shall be responsible for the administration of the
Loyalty Ventures 401(k) Plan, and no member of the ADS Group shall have any Liability or obligation (including any administration
or fiduciary obligation) with respect to the Loyalty Ventures 401(k) Plan.


 


(c)            Effective
as of the Distribution Date, other than as a result of the Distribution, participants in the ADS 401(k) Plan shall not be permitted
to purchase additional shares of Loyalty Ventures Common Stock under the ADS 401(k) Plan. Participants shall be permitted to sell
shares of Loyalty Ventures Common Stock received as a result of the Distribution at their discretion until October 27, 2022. The
remaining shares of Loyalty Ventures Common Stock received as a result of the Distribution shall be liquidated on the earlier of (i) November 1,
2022, (ii) the date the Loyalty Ventures Common Stock ceases to be readily tradable on an established securities market and (iii) the
applicable effective date for the liquidation set forth in a ruling by the Supreme Court of the United States, or by any other court of
applicable jurisdiction, to the effect that the ERISA duty of diversification would require the diversification of each investment option
offered under a defined contribution plan or otherwise require the divestiture of any single-stock fund other than a fund of employer
stock (the “Final Liquidation Date”). Proceeds from the sale of shares of Loyalty Ventures Common Stock in accordance
with the immediately preceding sentence will be invested pro rata according to the Participant’s investment election on file for
new contributions to the ADS 401(k) Plan. If the participant has no investment election on file, the ADS Investment Committee shall
direct the plan recordkeeper to direct proceeds to the ADS 401(k) Plan’s Qualified Default Alternative Investment (QDIA). In
the event that Loyalty Ventures posts a dividend during the period between the Distribution and Final Liquidation Date, the ADS 401(k) Plan
will not purchase additional shares of Loyalty Ventures Common Stock, and any cash amounts received in respect of such dividends will
follow the participant investment elections for new contributions to the ADS 401(k) Plan. If the participant has no investment election
on file, the ADS Investment Committee shall direct the plan recordkeeper to direct proceeds to the ADS 401(k) Plan’s Qualified
Default Alternative Investment (QDIA). ADS shall assume sole responsibility for ensuring that the ADS 401(k) Plan is maintained in
compliance with applicable Laws with respect to holding Loyalty Ventures Common Stock and shares of ADS Common Stock. Shares of Loyalty
Ventures Common Stock shall not be permitted to be distributed in-kind, in a lump sum or through periodic distributions of Loyalty Ventures
Common Stock, and will only be permitted to be paid in cash; provided that direct rollovers will be permitted as allowed by the
ADS 401(k) plan in the form of payment in cash.


 






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Section 5.02.     ADS
EDCP. Effective as of the Distribution Date, each Loyalty Ventures Participant who participates in the ADS EDCP as of immediately
prior to the Distribution Date will cease active participation in the ADS EDCP. For the avoidance of doubt, from and after the Distribution
Date, each Loyalty Ventures Participant shall not actively participate in the ADS EDCP, but will continue to accrue additional interest
for the duration of any waiting period prior to distribution of the applicable account balance. To the maximum extent permitted by Section 409A
of the Code, a Loyalty Ventures Participant shall be considered to have undergone a “separation from service” for purposes
of Section 409A of the Code and the ADS EDCP in connection with the Distribution, and, following the Distribution Date, any amounts
deferred pursuant to the ADS EDCP shall be treated as prescribed by the terms of the ADS EDCP, including with respect to a “separation
from service”.


 


Section 5.03.     Section 409A.
The parties shall cooperate in good faith so that the transactions contemplated by this Agreement and the Separation Agreement will not
result in adverse tax consequences under Section 409A of the Code to any Loyalty Ventures Participant, in respect of their benefits
under any Employee Plan.


 


Article 6

Health and Welfare Plans; Paid Time Off and Vacation


 


Section 6.01.     Cessation
of Participation in ADS H&W Plans; Participation in Loyalty Ventures H&W Plans.


 


(a)            Notwithstanding
anything to the contrary in ‎Section 4.01, Loyalty Ventures Participants in the United
States shall continue to participate in ADS H&W Plans pursuant to the terms of a Transition Services Agreement and Loyalty Ventures
Participants shall cease to participate in ADS H&W Plans following December 31, 2021 (the “Transition Date”).


 


(b)            Effective
as of the Transition Date, Loyalty Ventures shall cause Loyalty Ventures Participants who participate in an ADS H&W Plan immediately
prior to the Transition Date to be eligible to enroll in a corresponding Loyalty Ventures H&W Plan.


 


(c)            Subject
to the terms of the applicable Loyalty Ventures H&W Plan and applicable Law, Loyalty Ventures shall use its reasonable best efforts
to waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements
applicable to Loyalty Ventures Participants under any Loyalty Ventures H&W Plan in which any such Loyalty Ventures Participant may
be eligible to participate on or after the Transition Date to the extent that such conditions, exclusions and waiting periods are not
applicable to or had been previously satisfied by any such Loyalty Ventures Participant under the corresponding ADS H&W Plans.


 


Section 6.02.     Assumption
of Health and Welfare Plan Liabilities. Subject to ‎Section 6.01, effective as of the Transition Date, all Liabilities
relating to, arising out of, or resulting from health and welfare coverage or claims incurred on or after the Transition Date by each
Loyalty Ventures Participant under the ADS H&W Plans shall be Liabilities of the ADS Group. Notwithstanding anything to the contrary
contained herein, subject to ‎Section 6.01, any and all costs, expenses or Liabilities relating to participation by Loyalty
Ventures Participants in the ADS H&W Plans during the Delayed Transfer Period shall be reimbursed by Loyalty Ventures to the ADS Group
in accordance with the terms of the Transition Services Agreement and all costs, expenses or Liabilities relating to Loyalty Ventures
Participants located primarily in the U.S. shall be retained by the ADS Group during the period covered by the Transition Services Agreement.
For the avoidance of doubt, subject to ‎‎Section 6.03, (a) all Liabilities arising under (i) any ADS H&W
Plan with respect to Loyalty Ventures Participants or (ii) any Loyalty Ventures H&W Plan and (b) all Liabilities arising
out of, relating to or resulting from the cessation of a Loyalty Ventures Participant’s participation in any ADS H&W Plan and
transfer to a Loyalty Ventures H&W Plan as set forth herein (including any Actions or claims by any Loyalty Ventures Participants
related thereto) shall, in each case, be Loyalty Ventures Assumed Employee Liabilities.


 






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Section 6.03.     Flexible
Spending Account Plan Treatment. Each Loyalty Ventures Participant shall continue to participate in the ADS FSA in accordance with
its existing terms as contemplated by the Transition Services Agreement through December 31, 2021 (the grace period permitted by
plan design shall end on March 31, 2022 for service dates through December 31, 2021). The Loyalty Ventures Participants shall
continue to make contributions during 2021 in accordance with their elections as of the Distribution Date and shall otherwise participate
on the same terms and conditions as of prior to the Distribution Date. Effective as of January 1, 2022, Loyalty Ventures intends
to establish a flexible spending account plan for health and dependent care expenses (“Loyalty Ventures FSA”).


 


Section 6.04.     Workers’
Compensation Liabilities. Unless as otherwise expressly provided in the Separation Agreement, effective as of the Distribution Date,
all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by any Loyalty Ventures Participant
that result from an accident or from an occupational disease, regardless of whether incurred before, on or after the Distribution Date,
shall be assumed by Loyalty Ventures and shall constitute Loyalty Ventures Assumed Employee Liabilities. The parties shall cooperate with
respect to any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing,
workers’ compensation insurance policies and contracts governing the handling of claims.


 


Section 6.05.     Vacation
and Paid Time Off. Effective as of the Distribution Date, the applicable Loyalty Ventures Group member shall recognize and assume
all Liabilities with respect to vacation, holiday, sick leave, paid time off, floating holidays, personal days and other paid time off
with respect to Loyalty Ventures Participants accrued on or prior to the Distribution Date, and Loyalty Ventures shall credit each such
Loyalty Ventures Participant with such accrual; provided, that if any such vacation or paid time off is required under applicable
Law to be paid out to the applicable Loyalty Ventures Participant in connection with the Distribution, such payment will be made by Loyalty
Ventures as of the Distribution Date, and Loyalty Ventures will credit such Loyalty Ventures Participant with unpaid vacation time or
paid time off in respect thereof; it being understood that any amount of vacation or paid time off required to be paid out in connection
with the Distribution shall constitute Loyalty Ventures Assumed Employee Liabilities.


 






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Section 6.06.     COBRA
and HIPAA.


 


(a)            The
ADS Group shall administer the ADS Group’s compliance with the health care continuation coverage requirements of COBRA, the certificate
of creditable coverage requirements of HIPAA and the corresponding provisions of the ADS H&W Plans with respect to Loyalty Ventures
Participants who incur a COBRA “qualifying event” occurring on or before the Transition Date; provided that, for the
avoidance of doubt, any Liabilities related thereto shall constitute Loyalty Ventures Assumed Employee Liabilities.


 


(b)            Loyalty
Ventures shall be solely responsible for all Liabilities incurred pursuant to COBRA and for administering, at Loyalty Ventures’
expense, compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements
of HIPAA, and the corresponding provisions of the Loyalty Ventures H&W Plans with respect to Loyalty Ventures Participants who incur
a COBRA “qualifying event” that occurs at any time after the Transition Date.


 


(c)            The
parties agree that neither the Distribution nor any assignment or transfer of the employment or services of any employee or individual
independent contractor as contemplated under this Agreement shall constitute a COBRA “qualifying event” for any purpose of
COBRA.


 


Article 7

Incentive Compensation


 


Section 7.01.     Incentive
Compensation. Each Loyalty Ventures Participant participating in any ADS Plan that is a cash bonus or cash incentive plan (each, an
 “ADS Bonus Plan”) as of immediately prior to the Distribution Date shall, as of the Distribution Date, transfer to
a Loyalty Ventures Plan that is a cash bonus or cash incentive plan (each, a “Loyalty Ventures Bonus Plan”) relating
to the Loyalty Ventures 2021 fiscal year (the “2021 Loyalty Ventures Cash Bonuses”), but shall be credited with service
for any time the Loyalty Ventures Participant provided services to ADS or the ADS Group between January 1, 2021 and the Distribution
Date. Any 2021 Loyalty Ventures Cash Bonuses that are earned and payable to Loyalty Ventures Participants under such Loyalty Ventures
Bonus Plans will be paid by Loyalty Ventures in accordance with the terms of the applicable Loyalty Ventures Bonus Plan (including terms
relating to the timing of payment); provided that at or following the Distribution Date, ADS shall determine the amount that would
be payable to Loyalty Ventures Participants pursuant to the terms of an ADS Bonus Plan for the period beginning on January 1, 2021
and ending on the Distribution Date and, within thirty (30) days following the Distribution Date, will pay such amount to Loyalty Ventures
(the “Estimated Prorated Bonus Amount”). To the extent that following the end of the Loyalty Ventures 2021 fiscal year
it is determined that the amount of the 2021 Loyalty Ventures Cash Bonuses attributable to the period prior to the Distribution Date is
(i) greater than the Estimated Prorated Bonus Amount, ADS shall reimburse Loyalty Ventures for any such excess amount and (ii) less
than the Estimated Prorated Bonus Amount, Loyalty Ventures shall reimburse ADS for any such amount.


 






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Article 8

Treatment of Outstanding Equity Awards


 


Section 8.01.     RSUs.


 


(a)            Loyalty
Ventures Participants.


 


(i)            ADS
RSUs Granted More Than a Year Prior. Effective as of three (3) Business Days prior to the Record Date, each ADS RSU
that (i) is outstanding as of three (3) Business Days prior to the Record Date, (ii) was granted more than one
year prior to such date and (iii) held by a Loyalty Ventures Participant shall immediately vest and be settled in shares of ADS
Common Stock to be credited to such Loyalty Ventures Participant’s account prior to the Record Date .


 


(ii)            ADS
RSUs Granted Less Than a Year Prior. Effective as of the Distribution Date, each ADS RSU (other than the Special Equity RSUs or Special
Cash LTIP RSUs (each as defined below)) that (i) is outstanding immediately prior to the Distribution Date, (ii) was granted
less than one year prior to such date and (iii) held by a Loyalty Ventures Participant, shall be forfeited and, as soon as reasonably
practicable following the Distribution Date, shall be replaced with (A) a new award (the “Loyalty Ventures RSU Replacement
Award”) with a grant date fair value (as determined by the Loyalty Ventures Compensation Committee) equal to 75% of the value
of the ADS RSU, with (x) one half of such Loyalty Ventures RSU Replacement Award to be granted as a restricted stock unit award with
respect to Loyalty Ventures Common Stock (the “Loyalty Ventures RSU”) that has a grant date fair value (as determined
by the Loyalty Ventures Compensation Committee) equal to 50% of the value of the Loyalty Ventures RSU Replacement Award, with the number
of shares of Loyalty Ventures Common Stock relating to such Loyalty Ventures RSU to be determined by the Loyalty Ventures Compensation
Committee, taking the ADS Pre-Distribution Stock Value multiplied by the number of ADS RSUs and divided by the Loyalty Ventures Stock
Value, with any fractional shares rounded up to the nearest whole number of shares and (y) a long-term cash incentive award equal
to 50% of the value of the Loyalty Ventures RSU Replacement Award to be determined by the Loyalty Ventures Compensation Committee, taking
the ADS Pre-Distribution Stock Value multiplied by the number of ADS RSUs and (B) a cash payment equal to 25% of the aggregate value
of such ADS RSUs valued at the ADS Pre-Distribution Stock Value.  The Loyalty Ventures RSU Replacement Awards shall be subject to
the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding ADS RSUs as of immediately
prior to the Distribution Date and the cash payment pursuant to clause ‎(B) above
shall be paid by the ADS Group, subject to any applicable withholding, as soon as practicable following the Distribution Date by the ADS
Group, and in no event more than thirty (30) days following the Distribution Date.


 






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(b)            ADS
Participants. Effective as of the Distribution Date, each ADS RSU that is outstanding immediately prior to the Distribution Date and
held by an ADS Participant shall be adjusted to reflect the Distribution and become an Adjusted ADS RSU.  The number of shares of
ADS Common Stock subject to such Adjusted ADS RSU shall be determined by the ADS Compensation Committee in a manner intended to preserve
the value of such ADS RSU by multiplying the aggregate number of ADS RSUs in each grant by the ADS Pre-Distribution Stock Value divided
by the ADS Post-Distribution Stock Value, with any fractional shares rounded up to the nearest whole number of shares and provided that
in no case will such ADS RSUs result in a reduction of such ADS RSUs.  Each such Adjusted ADS RSU shall be subject to the same terms
and conditions (including vesting and payment schedules) as applicable to the corresponding ADS RSU as of immediately prior to the Distribution
Date.


 


Section 8.02.          PSUs.


 


(a)            Loyalty
Ventures Participants. Effective as of the Distribution Date, each ADS PSU that is (i) outstanding immediately prior to the Distribution
Date and (ii) held by a Loyalty Ventures Participant, shall be forfeited and, as soon as practicable following the Distribution Date,
replaced with (A) a new award (the “Loyalty Ventures PSU Replacement Award”) with a grant date fair value (as
determined by the Loyalty Ventures Compensation Committee) equal to 75% of the value of the ADS PSU based on the performance-based vesting
conditions with respect to each such ADS PSU being deemed to have been achieved at target performance level, with (x) one half of
such Loyalty Ventures PSU Replacement Award to be granted as a Loyalty Ventures RSU that has a grant date fair value (as determined by
the Loyalty Ventures Compensation Committee) equal to 50% of the value of the Loyalty Ventures PSU Replacement Award, with the number
of shares of Loyalty Ventures Common Stock relating to such Loyalty Ventures RSU to be determined by the Loyalty Ventures Compensation
Committee, multiplying the ADS Pre-Distribution Stock Value by the number of ADS PSUs and divided by the Loyalty Ventures Stock Value,
with any fractional shares rounded up to the nearest whole number of shares and (y) a long-term cash incentive award equal to 50%
of the value of the Loyalty Ventures PSU Replacement Award to be determined by the Loyalty Ventures Compensation Committee, multiplying
the ADS Pre-Distribution Stock Value by the number of ADS PSUs and (B) a cash payment equal to 25% of the aggregate value of such
ADS PSUs valued at the ADS Pre-Distribution Stock Value; in the case of each ADS PSU, as of the Distribution Date the performance-based
vesting conditions with respect to each such ADS PSU will be deemed to have been achieved at target performance level by the ADS Group.
The Loyalty Ventures PSU Replacement Awards shall be subject to the same terms and conditions (including time vesting and payment schedules
after taking into account deemed target performance) as applicable to the corresponding ADS PSU as of immediately prior to the Distribution
Date and the cash payment pursuant to clause ‎(B) above shall be paid by the ADS
Group, subject to any applicable withholding, as soon as practicable following the Distribution Date, and in no event more than thirty
(30) days following the Distribution Date.


 






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(b)            ADS
Participants. Effective as of the Distribution Date, each ADS PSU that is outstanding immediately prior to the Distribution Date and
held by an ADS Participant shall be adjusted to reflect the Distribution and become an Adjusted ADS PSU. The number of shares of ADS Common
Stock subject to such Adjusted ADS PSU shall be determined by the ADS Compensation Committee in a manner intended to preserve the value
of such ADS PSU by multiplying the aggregate number of ADS PSUs in each grant by the ADS Pre-Distribution Stock Value divided by the ADS
Post-Distribution Stock Value, with any fractional shares rounded up to the nearest whole number of shares. Each such Adjusted ADS PSU
shall be subject to the same terms and conditions (including performance-based metrics, vesting and payment schedules) as applicable to
the corresponding ADS PSU immediately prior to the Distribution Date, provided that, the performance-based metrics underlying each
such Adjusted ADS PSU may be adjusted, as determined by the ADS Compensation Committee in its sole discretion, to reflect the Distribution.


 


Section 8.03.          Special
LTIP RSU. Effective as of the Distribution Date, each ADS RSU that (i) is outstanding immediately prior to the Distribution Date,
(ii) was granted less than one year prior to such date and (iii) held by a Loyalty Ventures Participant located in each jurisdiction
set forth on Schedule 8.03 (each, a “Special LTIP RSU”), shall be forfeited and, as soon as practicable following the
Distribution Date, replaced with (A) a long-term cash incentive award equal to 75% of the value of the Special LTIP RSU to be determined
by the Loyalty Ventures Compensation Committee, multiplying the ADS Pre-Distribution Stock Value by the number of Special LTIP RSUs, that
is subject to the same vesting and payment schedules as applicable to the corresponding Special LTIP RSU as of immediately prior to the
Distribution Date and (B) a cash payment equal to 25% of the aggregate value of such Special LTIP RSUs valued at the ADS Pre-Distribution
Stock Value that is paid by the ADS Group, subject to any applicable withholding, as soon as practicable following the Distribution Date
and in no event more than thirty (30) days following the Distribution Date.


 






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Section 8.04.          Special
Achievement RSUs. Effective as of the Distribution Date, each ADS RSU identified as a Special Achievement RSU shall be forfeited in
exchange for the right to receive an amount in cash equal to the value of the Special Achievement RSU (as determined by the ADS Compensation
Committee), multiplying the ADS Pre-Distribution Stock Value by the number of Special Achievement RSUs, with such cash payment to be made
by the ADS Group, subject to any applicable withholding as soon as practicable following the Distribution Date, and in no event more than
thirty (30) days following the Distribution Date.


 







Section 8.05.          Miscellaneous
Terms and Actions; Tax Reporting and Withholding.


 


(a)            Effective
as of the Distribution Date, Loyalty Ventures shall adopt an equity incentive compensation plan for the benefit of eligible participants
(the “Loyalty Ventures Equity Plan”). Prior to the Distribution Date, each of ADS and Loyalty Ventures shall take any
actions necessary to give effect to the transactions contemplated by this Article 8‎,
including, in the case of Loyalty Ventures, the reservation and application for listing of shares of Loyalty Ventures Common Stock as
is necessary to effectuate the transactions contemplated by this ‎Article 8. From
and after the Distribution Date, (i) Loyalty Ventures shall retain the Loyalty Ventures Equity Plan, and all Liabilities thereunder
shall constitute Loyalty Ventures Assumed Employee Liabilities, and (ii) ADS shall retain the ADS Equity Plan, and all Liabilities
thereunder shall constitute ADS Retained Employee Liabilities. From and after the Distribution Date, all Adjusted ADS Awards, regardless
of by whom held, shall be granted under and subject to the terms of the ADS Equity Plan and shall be settled by ADS, and all Loyalty Ventures
Awards, regardless of by whom held, shall be granted under and subject to the terms of the Loyalty Ventures Equity Plan and shall be settled
by Loyalty Ventures.


 


(b)            Unless
otherwise required by applicable Law, (i) the applicable member of the Loyalty Ventures Group shall be responsible for all applicable
income, payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of Loyalty Ventures Participants
relating to any Loyalty Ventures Awards and (ii) the applicable member of the ADS Group shall be responsible for all applicable income,
payroll, employment and other similar tax withholding, remittance and reporting obligations in respect of ADS Participants relating to
any Adjusted ADS Awards and any ADS RSUs in accordance with ‎Section 8.01(a). For
the avoidance of doubt, the Distribution shall not, in and of itself, be treated as a Change in Control (as defined in the ADS Equity
Plan or the Loyalty Ventures Equity Plan, as applicable).


 


(c)            Loyalty
Ventures shall prepare and file with the SEC a registration statement on an appropriate form with respect to the shares of Loyalty Ventures
Common Stock subject to the Loyalty Ventures Awards pursuant to this Article 8 and shall use its reasonable best efforts to have
such registration statement declared effective as soon as practicable following the Distribution Date and to maintain the effectiveness
of such registration statement covering such Loyalty Ventures Awards (and to maintain the current status of the prospectus contained therein)
for so long as any Loyalty Ventures Awards remain outstanding.


 






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(d)            Prior
to the Distribution Date, each party shall take all such steps as may be required to cause any dispositions of ADS Common Stock (including
Adjusted ADS Awards or any other derivative securities with respect to ADS Common Stock) or acquisitions of Loyalty Ventures Common Stock
(including Loyalty Ventures Awards or any other derivative securities with respect to Loyalty Ventures Common Stock) resulting from the
Distribution or the transactions contemplated by this Agreement or the Separation Agreement by each individual who is subject to the
reporting requirements of Section 16(a) of the Exchange Act with respect to ADS or who are or will become subject to such reporting
requirements with respect to Loyalty Ventures to be exempt under Rule 16b-3 promulgated under the Exchange Act.


 


Section 8.06.          Employee
Stock Purchase Plan. Effective as of the Distribution Date (or, if applicable, the Delayed Transfer Date), each Loyalty Ventures Participant
shall cease participation in the ADS ESPP.


 


Article 9

Personnel Records; Payroll and Tax Withholding


 


Section 9.01.          Personnel
Records. To the extent permitted by applicable Law, each of the Loyalty Ventures Group and the ADS Group shall be permitted by the
other to access and retain copies of such records, data and other personnel-related information in any form (“Personnel Records”)
as may be necessary or appropriate to carry out their respective obligations under applicable Law, the Separation Agreement or any of
the Ancillary Agreements, and for the purposes of administering their respective employee benefit plans and policies. All Personnel Records
shall be accessed, retained, held, used, copied and transmitted in accordance with all applicable Laws, policies and agreements between
the parties hereto.


 


Section 9.02.          Payroll;
Tax Reporting and Withholding.


 


(a)            Subject
to the obligations of the parties as set forth in the Transition Services Agreement, effective as of no later than the Distribution Date,
(i) the members of the Loyalty Ventures Group shall be solely responsible for providing payroll services (including for any payroll
period already in progress) to the Loyalty Ventures Employees and for any Liabilities with respect to garnishments of the salary and wages
thereof and (ii) the members of the ADS Group shall be solely responsible for providing payroll services (including for any payroll
period already in progress) to the ADS Employees and for any Liabilities with respect to garnishments of the salary and wages thereof.


 






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(b)            To
the extent consistent with the terms of the Tax Matters Agreement, the party that is responsible for making a payment hereunder shall
be responsible for (i) making the appropriate withholdings, if any, attributable to such payments and (ii) preparing and filing
all related required forms and returns with the appropriate Governmental Authority.


 


Article 10

Non-U.S. Employees and Employee Plans


 


Section 10.01.          Special
Provisions for Employees and Employee Plans Outside of the United States.


 


(a)            From
and after the date hereof, to the extent not addressed in this Agreement, the parties shall reasonably cooperate in good faith to effect
the provisions of this Agreement with respect to employees and employee-, compensation- and benefits-related matters outside of the United
States (including Employee Plans covering non-U.S. ADS Participants and Non-U.S. Loyalty Ventures Participants), which in all cases shall
be consistent with the general approach and philosophy regarding the allocation of assets and Liabilities (as expressly set forth in the
recitals to this Agreement).


 


(b)            Without
limiting the generality of Section 3.03(a), to the extent required by applicable Law, Loyalty Ventures or a member of the Loyalty
Ventures Group, as applicable, shall become a party to the applicable collective bargaining, works council, or similar arrangements with
respect to Loyalty Ventures Employees or Loyalty Ventures Contractors located outside of the United States and shall comply with all obligations
thereunder from and after the Distribution Date.


 


Article 11

General and Administrative


 


Section 11.01.          Sharing
of Participant Information. To the maximum extent permitted under applicable Law, ADS and Loyalty Ventures shall share, and shall
cause each member of its respective Group to reasonably cooperate with the other party hereto to (i) share, with each other and
their respective agents and vendors all participant information reasonably necessary for the efficient and accurate administration of
each of the ADS Plans and the Loyalty Ventures Plans, (ii) provide prompt written notification regarding the termination of employment
or service of any Loyalty Ventures Participant or ADS Participant to the extent relevant to the administration of an ADS Plan or Loyalty
Ventures Plan, but in no event later than 30 days following such termination of employment or service, (iii) facilitate the transactions
and activities contemplated by this Agreement and (iv) resolve any and all employment-related claims regarding Loyalty Ventures
Participants. Loyalty Ventures and its respective authorized agents shall, subject to applicable Laws, be given reasonable and timely
access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the ADS Group, to the
extent reasonably necessary for such administration. ADS Group members shall be entitled to retain copies of all Loyalty Ventures Books
and Records relating to the subjects of this Agreement in the custody of the ADS Group, subject to the terms of the Separation Agreement
and applicable Law.


 





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Section 11.02.          Cooperation.
Following the date of this Agreement, the parties shall, and shall cause their respective Subsidiaries to, cooperate in good faith
with respect to any employee compensation or benefits matters that either party reasonably determines require the cooperation of the other
party in order to accomplish the objectives of this Agreement (including, without limitation, relating to any audits by any Governmental
Authorities).


 


Section 11.03.          Vendor
Contracts. Prior to the Distribution Date, ADS and Loyalty Ventures will cooperate in good faith and use reasonable best efforts
to (a) negotiate with the current third-party providers to separate and assign to the Loyalty Ventures Group or Loyalty Ventures
Plan or the ADS Group or ADS Plan, as applicable, the applicable rights and obligations under each group insurance policy, health maintenance
organization, administrative services contract, third-party administrator agreement, letter of understanding or arrangement that pertains
to one or more ADS Plans or Loyalty Ventures Plans, respectively (each, a “Vendor Contract”), to the extent that such
rights or obligations pertain to Loyalty Ventures Participants or ADS Participants, respectively, or, in the alternative, to negotiate
with the current third-party providers to provide substantially similar services to a Loyalty Ventures Plan or ADS Plan, respectively,
on substantially similar terms under separate contracts with a member of the Loyalty Ventures Group or the Loyalty Ventures Plans or
ADS Group or the ADS Plans, respectively, as applicable and (b) to the extent permitted by the applicable third-party provider,
obtain and maintain pricing discounts or other preferential terms under the applicable Vendor Contracts.


 


Section 11.04.          Data
Privacy. Notwithstanding anything to the contrary herein, the Parties agree that any applicable data privacy laws and any other obligations
of the ADS Group and the Loyalty Ventures Group to maintain the confidentiality of any employee information held by any member of the
ADS Group or the Loyalty Ventures Group, as applicable, or any information held in connection with any Employee Plans in accordance with
applicable Law will govern the disclosure of employee information between the Parties under this Agreement. Each of ADS and Loyalty Ventures
will ensure that it has in place appropriate technical and organizational security measures to protect the personal data of the ADS Participants
and Loyalty Ventures Participants, respectively.


 






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Section 11.05.          Notices
of Certain Events. Each of Loyalty Ventures and ADS shall promptly notify and provide copies to the other of: (a) written notice
from any Person alleging that the approval or consent of such Person is or may be required in connection with the transactions contemplated
by this Agreement; (b) any written notice or other communication from any Governmental Authority in connection with the transactions
contemplated by this Agreement or the Separation Agreement; and (c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Loyalty Ventures Group or the ADS Group,
as the case may be, that relate to the consummation of the transactions contemplated by this Agreement or the Separation Agreement; provided
that the delivery of any notice pursuant to this ‎Section 11.05
shall not affect the remedies available hereunder to the party receiving such notice.


 


Section 11.06.          No
Third Party Beneficiaries. Notwithstanding anything to the contrary herein, nothing in this Agreement shall: (a) create any
obligation on the part of any member of the Loyalty Ventures Group or any member of the ADS Group to retain the employment or services
of any current or former employee, director, independent contractor or other service provider; (b) be construed to create any right,
or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee or service
provider of any member of the ADS Group or the Loyalty Ventures Group (or any beneficiary or dependent thereof) under this Agreement,
the Separation Agreement, any ADS Plan or Loyalty Ventures Plan or otherwise; (c) preclude Loyalty Ventures or any Loyalty Ventures
Group member (or, in each case, any successor thereto), at any time after the Distribution Date, from amending, merging, modifying, terminating,
eliminating, reducing, or otherwise altering in any respect any Loyalty Ventures Plan, any benefit under any Loyalty Ventures Plan or
any trust, insurance policy, or funding vehicle related to any Loyalty Ventures Plan (in each case in accordance with the terms of the
applicable arrangement); (d) other than as required to comply with the terms of the Transition Services Agreement, preclude ADS
or any ADS Group member (or, in each case, any successor thereto), at any time after the Distribution Date, from amending, merging, modifying,
terminating, eliminating, reducing, or otherwise altering in any respect any ADS Plan, any benefit under any ADS Plan or any trust, insurance
policy, or funding vehicle related to any ADS Plan (in each case in accordance with the terms of the applicable arrangement); or (e) confer
any rights or remedies (including any third-party beneficiary rights) on any current or former employee or service provider of any member
of the ADS Group or the Loyalty Ventures Group or any beneficiary or dependent thereof or any other Person.


 


Section 11.07.          Fiduciary
Matters. ADS and Loyalty Ventures each acknowledge that actions required to be taken pursuant to this Agreement may be subject to
fiduciary duties or standards of conduct under ERISA or other applicable Law, and no party shall be deemed to be in violation of this
Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel
experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each party shall be responsible for taking
such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify
the other party for any Liabilities caused by the failure to satisfy any such responsibility.


 






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Section 11.08.          Consent
of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental
Authority), the parties shall cooperate in good faith and use reasonable best efforts to obtain such consent, and if such consent is
not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement
cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision
in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such
party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any
attorney-client or other legal privilege, (ii) contravene any applicable Law or fiduciary duty, (iii) result in the loss of
protection of any Intellectual Property or other proprietary information or (iv) incur any non-routine or unreasonable cost or expense.


 


Section 11.09.          Sponsored
Employees. The parties shall, and shall cause their respective Group members to, cooperate in good faith with each other and the applicable
Governmental Authorities with respect to the process of obtaining work authorization for each Sponsored Employee to work with Loyalty
Ventures or a Loyalty Ventures Group member, including but not limited to, petitioning the applicable Governmental Authorities for the
transfer of each Sponsored Employee’s (as well as any spouse or dependent thereof, as applicable) visa or work permit, or the grant
of a new visa or work permit, to any Loyalty Ventures Group member. Any costs or expenses incurred with the foregoing shall constitute
Loyalty Ventures Assumed Employee Liabilities. In the event that it is not legally permissible for a Sponsored Employee to continue work
with the Loyalty Ventures Group from and after the Distribution Date, the parties shall reasonably cooperate to provide for the services
of such Sponsored Employee to be made available exclusively to the Loyalty Ventures Group under an employee secondment or similar arrangement,
which any costs incurred by the ADS Group (including those relating to compensation and benefits in respect of such Sponsored Employee)
shall constitute Loyalty Ventures Assumed Employee Liabilities.


 






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Article 12

Non-Solicit and No-Hire


 


Section 12.01.          No-Hire/Non-Solicitation
of Employees.


 


(a)            During
the applicable Restricted Period, Loyalty Ventures shall not, and shall cause each member of the Loyalty Ventures Group not to, (i) solicit
or induce, or attempt to solicit or induce, any ADS Employee to terminate his or her employment or service relationship with any member
of the ADS Group or (ii) hire any ADS Employee who is or was employed by any member of the ADS Group at any time prior to the expiration
of the applicable Restricted Period (other than, for the avoidance of doubt, a Loyalty Ventures Employee); provided that (A) the
restrictions set forth in clause ‎(i) of this ‎Section 12.01(a) shall
not prohibit any member of the Loyalty Ventures Group from placing public advertisements or conducting any other form of general solicitation
that is not specifically targeted toward an ADS Employee (provided that nothing in this proviso shall permit the hiring of an ADS
Employee who responds to any such public advertisement or general solicitation which would otherwise be restricted by clause ‎(ii) of
this ‎Section 12.01(a), (B) the restrictions in clause ‎(ii) of
this ‎Section 12.01(a) shall not apply to hiring (1) any ADS Employee who
has ceased employment with the ADS Group for a period of at least (x) six months, in the case of such employees who are at the level
of Senior Vice President or above, and (y) three months, in the case of such employees who are at the level of Vice President or
(2) any ADS Employee whose employment was involuntarily terminated by a member of the ADS Group.


 


(b)            During
the applicable Restricted Period, ADS shall not, and shall cause each member of the ADS Group not to, (i) solicit or induce, or
attempt to solicit or induce, any Loyalty Ventures Employee to terminate his or her employment or service relationship with any member
of the Loyalty Ventures Group or (ii) hire any Loyalty Ventures Employee who is or was employed by any member of the Loyalty Ventures
Group at any time prior to the expiration of the applicable Restricted Period (other than, for the avoidance of doubt, any ADS Employee);
provided that (A) the restrictions set forth in clause ‎(i) of this
‎Section 12.01(b) shall not prohibit any member of the ADS Group from placing
public advertisements or conducting any other form of general solicitation that is not specifically targeted toward a Loyalty Ventures
Employee (provided that nothing in this proviso shall permit the hiring of a Loyalty Ventures Employee who responds to any such
public advertisement or general solicitation which would otherwise be restricted by clause ‎(ii) of
this ‎Section 12.01(b), (B) the restrictions in clause ‎(ii) of
this ‎Section 12.01(b) shall not apply to hiring (1) any Loyalty Ventures
Employee who has ceased employment with the Loyalty Ventures Group for a period of at least (x) six months, in the case of such
employees who are at the level of Senior Vice President or above, and (y) three months, in the case of such employees who are at
the level of Vice President or (2) Loyalty Ventures Employee whose employment was involuntarily terminated by a member of the Loyalty
Ventures Group.


 


(c)            The
Parties acknowledge and agree that one or more exceptions may be made to the provisions of this ‎Article 12
at the sole discretion, and with the written consent of, the General Counsel of ADS and Loyalty Ventures, as applicable. Any exception
made shall not be used as a precedent to compel or allow any further exception(s).


 






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Article 13

Miscellaneous


 


Section 13.01.     General.
The provisions of Article 6 of the Separation Agreement (other than ‎Section 6.06
as it relates to Third-Party Beneficiaries of the Separation Agreement) are hereby incorporated by reference into and deemed part of this
Agreement and shall apply, mutatis mutandis, as if fully set forth in this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.


 


	 	ALLIANCE DATA SYSTEMS CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	LOYALTY VENTURES INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Employee Matters Agreement]