exv10w1



 






EXHIBIT 10.1




Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems









ALLIANCE DATA SYSTEMS CORPORATION








2005 Incentive Compensation Plan







(As Amended and Restated Effective January 1, 2005)


 

 

 

 

 

 

 

 


Effective January 1 – December 31, 2005




 









 








Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Table of Contents




	 	 	 	 	 
	Plan Philosophy
	 	 	3	 
	 
	 	 	 	 
	Effective Date
	 	 	3	 
	 
	 	 	 	 
	Eligibility
	 	 	3	 
	 
	 	 	 	 
	Base Compensation Used in Calculating IC
Payout
	 	 	4	 
	 
	 	 	 	 
	Determining IC
Targets
	 	 	4	 
	 
	 	 	 	 
	IC Components
	 	 	4	 
	 
	 	 	 	 
	Standard Weightings Chart for IC
Components
	 	 	6	 
	 
	 	 	 	 
	Determining Payment
Calculations
	 	 	7	 
	 
	 	 	 	 
	Timing of Payment
	 	 	7	 
	 
	 	 	 	 
	Status Changes That May Affect IC Targets and
Payouts
	 	 	8	 
	 
	 	 	 	 
	Other Terms and
Conditions
	 	 	9	 
	 
	 	 	 	 
	Attachment A - Performance/Payout
Table
	 	 	A-1	 
	 
	 	 	 	 
	Attachment B - Individual Expectations
Performance/Payout Table
	 	 	B-1	 




 

 



	 	 	 	 	 
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Plan Philosophy




The intent of the Alliance Data Systems Incentive Compensation (“IC”) Plan (“Plan”) is to:





	•  	Provide IC to round out an eligible associate’s total compensation package in order to attract and retain high
performing associates;
	 
	•  	Improve organizational performance by driving financial and individual performance and increasing Associate
Satisfaction;
	 
	•  	Improve the alignment between strategic imperatives and initiatives with the Alliance Scorecard; and
	 
	•  	Provide an opportunity for associates to share in the success they help create.





Participation in this Plan reflects the importance of an associate’s position and the impact that
the associate’s performance can have on the success of the Company.




Effective Date 




The Plan Year is January 1, 2005 through December 31, 2005.




Eligibility




Subject to the provisions of this Plan, Associates are eligible to receive IC under this Plan
if they are:





	•  	Employed by Alliance Data Systems Corporation or any of its subsidiaries (collectively, the “Company”) and are either
(a) a member of the Alliance Senior Leadership Team, as defined by the title Director through Senior Vice President, or
(b) in an Exempt position that is designated by the Senior Director of Corporate Compensation as IC eligible (currently
jobs in pay grades 8-11, 21-23, 32-35, 94 and 95);
	 
	•  	Employed or promoted into an IC eligible position by the Company before October 1, 2005;
	 
	•  	On active status on the date of the award distribution or are eligible under the guidelines for retirement, disability
or leave of absence; and
	 
	•  	Designated by supervisor as having an Incentive Compensation target as a component of their overall pay package.





In the case of part-time associates in one of the specified pay grades listed above, they must be
working a schedule equal to a minimum of 25 hours per week in order to be eligible for this IC
Plan.




Associates are not eligible if they:





	•  	Do not meet the eligibility requirements listed above;
	 
	•  	Are participating in a sales commission or other incentive plan, unless approved by the appropriate Executive Vice
President of a Line of Business (“LOB”) or of a Business Support Group (“BSG”) and confirmed by the LOB/BSG Human
Resources Executive and the Senior Director of Corporate Compensation;
	 
	•  	Are temporary or on-call associates or contractors;



 

 

 

 


	 	 	 
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	•  	Are hired on or after October 1, 2005 or are promoted into an IC eligible pay grade on or after October 1, 2005; or
	 
	•  	Are on a documented performance improvement plan as of the date of award distribution.





Being eligible for the IC Plan does not mean associates automatically participate in the program.
The associate’s manager, with appropriate approvals, must specifically designate that incentive
compensation is a component of the associate’s overall pay package.




Base Compensation Used in Calculating IC Payout




Annualized base pay as of October 1, 2005 will be used as part of the IC calculation. The IC
target percentage(s) will be applied to October 1, 2005 base salary for purposes of calculating the
dollar target amount.




Determining IC Targets




Each participant has an IC target. IC targets are determined by the participant’s manager
using the guidelines established by the Senior Director of Corporate Compensation in the following
table:




	 	 	 	 	 	 
	 
	 	Grade Level	 	 	IC Target	 
	 	(Senior Vice President) 3
	 	 	35% or 40% or 45%	 
	 	(Vice President) 4
	 	 	25% or 30% or 35%	 
	 	(Director/Senior Director) 5
	 	 	15% or 20% or 25%	 
	 	8-10, 21-23, 33-35 and 95
	 	 	10% or 15%	 
	 	11, 32 and 94
	 	 	5% or 10%	 
	 





IC targets are set in 5% increments. When determining the appropriate target, the
following are considered:





	•  	The associate’s anticipated contribution to the organization’s success; and
	 
	•  	Targeted total compensation package that is competitive with similar positions in the appropriate labor market or
industry.





IC targets will be set at the beginning of the Plan year or at time of hire. If the IC target
percentage changes, the manager will explain how the target will be prorated for payout purposes
(if appropriate) and whether or not the performance expectations and weightings will change for the
current Plan year.




IC Components




All performance goals should be established and communicated to the participant at the
beginning of the Plan year or as soon as feasible after becoming a participant in the Plan. The
degrees to which these performance goals are accomplished have an impact on the actual incentive
earned from the Plan.




Alliance Revenue and EBITDA Targets: The Revenue and Earnings Before Interest, Taxes, Depreciation
and Amortization (“EBITDA”) targets generally make up 25%-75% of a participant’s IC payment (see
Standard


 

 

 

 


	 	 	 
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Weightings Chart below). LOBs are not required to have an Alliance Revenue or EBITDA component if
they utilize LOB Revenue and EBITDA targets.




LOB Revenue and EBITDA Targets: There are a number of financial measures that can be used to
determine success for a particular area or individual. The appropriate Executive Vice President,
along with the LOB Human Resources Executive and the Senior Director of Corporate Compensation will
determine if sub-measures will be used for a particular LOB or a particular individual. However,
it is intended that the Board of Directors approve the achievement of LOB Revenue and EBITDA for
payout purposes.




Associate Satisfaction Index: The annual administration of the Associate Survey and the
tracking of data (i.e., improvement expectations) are designed to motivate ongoing attention to
issues that affect quality of client service, as well as the development and retention of
associates. The Associate Satisfaction Index (“ASI”) is a component of the Associate Survey
process. The ASI component is designed to recognize and incent critical non-financial
organizational factors that contribute to sustainable business performance and provide a
competitive advantage in recruiting, developing and retaining high performing associates. Targets
are set at the beginning of each year along with a payout schedule.




Individual Expectations: Participants may have a portion of their IC payments based upon the
achievement of individual expectations or team strategic imperatives (or action steps to accomplish
the strategic imperatives) as determined between the participant and his or her manager.
Achievement must fall into one of three (3) categories: accomplishments fall below expectations;
fully meets and/or exceeds the requirements; or has achieved/contributed well beyond expectations.
The percentage of payout will be 80%, 100% or 110% depending on the level of achievement. If
performance/accomplishments fall below 80% achievement, no payout will be made for the Individual
Expectation component.




Associate performance is defined as obtaining the needed results of the job and living the Company
values. The associate’s manager will focus on the following factors to determine whether and to
what extent the associate met his/her yearly goals for purposes of IC:





	 	•  	Results - To what extent were results at, above, or below expectations and/or standards?
	 
	 	•  	Values - To what extent did the associate demonstrate/live the values?





Differentiation of performance is considered within three broad levels. Performance toward
objectives and manager’s expectations within each category can be defined by meeting some or all of
the specified characteristics below:





	 	•  	Accomplishments fall below expectations: associate
completes 80 – 95% of individual
objectives and expectations. Associate falls short of completing all of the objectives
that are important to business strategy. Quality of work is less than expected and/or
work falls short of productivity, financial or schedule expectations.
	 
	 	•  	Fully meets and/or exceeds the requirements: associate completes up to 110% of
objectives or at least 95% of objectives with extenuating circumstances. The associate’s
completed objectives are closely tied to business strategy and success. The associate’s
work is of sufficient quality and meets productivity, financial and schedule
expectations.



 

 

 

 



	 	 	 
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	 	•  	Achieved/contributed well beyond expectations: associate completes more objectives
than committed to in all cases. Completed objectives are most important to business
strategy. Work exceeds all quality requirements and performed more efficiently, cheaply
and/or quickly than expected.





Less than 80% completion of individual objectives is below minimum level of performance and no IC
payout will be made for the Individual Expectation component.




Standard Weightings Chart for IC Components




IC objectives are weighted to drive financial and individual performance and increase
Associate Satisfaction. LOBs have the ability to use specific components that closely reflect
Alliance Scorecard measurements. Standard weightings have been established, however, LOBs/BSGs may
adjust the standard weightings and adjust the standard components to include measurable financial
drivers, such as bad debt or specific client revenue goals, with review and approval by the
appropriate Executive Vice President, along with the LOB/BSG Human Resources Executive and the
Senior Director of Corporate Compensation. All measures that deviate from the standard financial
measures must be objective and quantifiable.




The participant’s grade/job level as of October 1, 2005 will be used to determine the overall
weightings. The standard components and weightings are listed in the chart below. In certain
cases, LOBs/BSGs may use discretion to determine the overall weightings with the approval of the
associate’s supervisor and the LOB/BSGs Human Resources Executive.




Approved changes to the standard components and weightings should be communicated to associates as
soon as feasible after the beginning of the plan year.




2005 IC Plan

Standard Components and Weightings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Senior	 	 	Exempts with	 	 	All	 
	 	 	 	 	 	 	 	Leadership	 	 	Direct Supervisory	 	 	Other	 
	 	 	 	 	 	 	 	Team1	 	 	Responsibility	 	 	Exempts2	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOB	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOB EBITDA	 	 	50%	 	 	25%	 	 	25%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	LOB Revenue	 	 	25%	 	 	25%	 	 	25%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Associate Satisfaction3	 	 	25%	 	 	25%	 	 	0%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Expectations4	 	 	0%	 	 	25%	 	 	50%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BSG	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Alliance EBITDA	 	 	50%	 	 	25%	 	 	25%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Alliance Revenue	 	 	25%	 	 	25%	 	 	25%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Associate Satisfaction3	 	 	25%	 	 	25%	 	 	0%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Expectations4	 	 	0%	 	 	25%	 	 	50%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 








1 The LOB/BSG executive has some flexibility to establish
targets that are
important for the success of his or her respective area. The Individual Expectations weighting
should not be used for SLT members unless it is used to drive financial performance. Any changes
to the standard components, weightings or payout tables should be sent to the Senior Director of
Corporate Compensation for approval by the appropriate Executive Vice President, along with the
LOB/BSG Human Resources Executive.


 

 

 

 


	 	 	 
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2 The LOB/BSG has some flexibility in reassigning Revenue
targets for those associates
who fall into an all other eligible exempt category or in unique cases.




3 Some participants, such as National Account Managers
(“NAMs”), may have more emphasis
on client relationships than Associate Satisfaction. LOB/BSG executives can determine how they
want to distribute the weightings for these positions.




4 Eligible exempt associates below the Director level should
have Individual
Expectations that support strategic imperatives ensuring the success of their LOB/BSG and the
Company.




Determining Payment Calculations




Payment calculations are determined as provided below. With proper approval from the Senior
Director of Corporate Compensation, the appropriate Executive Vice President, and the LOB Human
Resources Executive, LOBs may provide for an alternate payout table for specific LOB measures
except for LOB Revenue or EBTIDA. LOB Revenue and EBITDA must follow the table specified in
Attachment B. A minimum of 100% achievement must be met for LOB Revenue and EBTIDA before any
other measures will payout over 100%.




Attachment A: Performance/Payout Table for Revenue, EBITDA, Associate Satisfaction and other
measures as approved.




     Identifies the relationship between level of performance and the percentage to be paid for
the
achievement of the Alliance Revenue & Alliance EBITDA, LOB Revenue & LOB EBITDA, and ASI. A
minimum of 80% must be achieved for any payment to be received; performance of 120% or greater
receives the maximum payment of 150%. Percentages are rounded to the nearer whole number.



     For BSGs, both the Alliance EBITDA and Alliance Revenue targets must be
achieved at
100% or greater in order for ASI to be paid above 100% of target. For LOBs, both the LOB EBITDA
and LOB Revenue targets must be achieved at 100% or greater in order for ASI and any LOB
specific financial measures to be paid above 100% of target.



Attachment B: Performance/Payout Table for Individual Expectations




     Identifies the relationship between level of performance and the percentage to be paid for
the
achievement of Individual Expectations. A minimum of 80% accomplishment of standard objectives
must be achieved for any payment to be received.



     For BSGs, both the Alliance EBITDA and Alliance Revenue targets must be
achieved at
100% or greater in order for Individual Expectations to be paid above 100% of target. For LOBs,
both the LOB EBITDA and LOB Revenue targets must be achieved at 100% or greater in order
for Individual Expectations to be paid above 100% of target.



Timing of Payment




IC earned for the 2005 Plan year is paid in the first quarter of the following year. A
participant must be actively employed on the date payment is made to receive his or her award. Any
participant who is on an approved leave




 

 

 

 



	 	 	 
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of absence or disability leave but is still on active status will receive his or her payment even
if he or she is not actively at work on the date payment is made.




Status Changes That May Affect IC Targets and Payout




Status changes can affect the amount of incentive a participant receives. Status changes
include:





	•  	Transfers;
	 
	•  	New Hires;
	 
	•  	IC Target Changes;
	 
	•  	Leaves of Absence; and
	 
	•  	Terminations.





Transfers: The LOB or BSG a participant is assigned to as of October 1, 2005 will be used to
determine any payments dependent upon LOB/BSG level of performance (see Standard Weightings Chart).
Year-end performance for the LOB/BSG will be used to calculate the incentive amount to be paid for
this component. No prorating will be done for the amount of time spent in another LOB/BSG or in a
different IC eligible grade over the Plan year without prior approval of the appropriate Executive
Vice President, along with the LOB/BSG Human Resources Executive and the Senior Director of
Corporate Compensation.




For the ASI component, leaders who have moved or transferred during the course of the year, and who
could therefore have their compensation tied to different reporting groups, will be reviewed as
follows:





	•  	Determine where the associate spent the most time during the action planning cycle;
	 
	•  	Assess where the associate had the greatest opportunity to influence Associate Satisfaction; and
	 
	•  	Before the end of December, the appropriate HR Executive will make a report recommendation to the Senior Director of
Corporate Compensation, to be approved by the appropriate Executive Vice President, along with the LOB/BSG Human
Resources Executive.





New Hires: For associates hired between January 1 and September 30, 2005 into an IC eligible
position, the base salary as of October 1, 2005 will be used to calculate the IC dollar target.
The dollar target will be prorated as follows:




	 	 	 	 	 	 
	 
	 	Hired Between These Dates	 	 	Prorated Amount	 
	 	January
1 – March 31
	 	 	100%	 
	 	April 1 – June 30
	 	 	75%	 
	 	July 1 – September 30
	 	 	50%	 
	 	October 1 – December 31
	 	 	No IC	 
	 





For example, if an associate is hired on March 12, the IC dollar target will not be prorated. If
an associate is hired on July 4, then the IC dollar target will be prorated by 50%.




IC Target Changes: For current Company associates, if there is a promotion or a grade level change
during the Plan year but before October 1 which results in either (a) an associate becoming newly
IC eligible or (b) a



 

 

 

 



	 	 	 
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change in IC target, the IC target will be prorated according to the chart below depending on the
associate’s IC eligible effective date. Note: changes in IC targets after October 1, 2005 will not
be used to calculate IC payout for the 2005 Plan year.




	 	 	 	 	 	 
	 
	 	IC Eligible Effective Date	 	 	Prorated Amount For	 
	 	Between These Dates	 	 	Old/New IC % Target	 
	 	January 1 – March 31
	 	 	0% / 100%	 
	 	April 1 – June 30
	 	 	25% / 75%	 
	 	July 1 – September 30
	 	 	50% / 50%	 
	 	October 1 – December 31
	 	 	100% / 0%	 
	 





The base salary as of October 1 will be used to calculate the dollar target, even if there is a
corresponding change in base salary at the time of the promotion or IC target change. For example,
a grade level change in April results in an IC target change from 5% to 10% and a base salary
change from $35,000 to $40,000. The base salary on October 1 is $40,000, so that is the salary
used in the calculation. The IC dollar target is then calculated using the following formula:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	10/01 Base	 	 	 	IC	 	 	Target	 	 	 	Prorate	 	 	Subtotal	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Old
	 	 	$	40,000	 	 	 	5%	 	 	$	2,000	 	 	 	25%	 	 	$	500	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	New
	 	 	$	40,000	 	 	 	10%	 	 	$	4,000	 	 	 	75%	 	 	$	3,000	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	TOTAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3,500	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





The participant’s manager should communicate to the participant the new weightings of financial and
Individual Expectations (if applicable).




Leaves of Absence: If a participant takes a leave of absence in excess of twelve (12) weeks, either
paid or unpaid, during the Plan year, he or she will receive a prorated award. Leaves of absence
under twelve (12) weeks are not prorated. For any part of a week that a participant is on a leave
of absence over twelve (12) weeks, the IC payment will be prorated by one week. For instance, if a
participant is on leave for 12 weeks and 2 days, he or she will receive 51/52nds of the normal IC
payout. If a participant is on leave for 13 weeks and 2 days, then he or she will receive 50/52nds
of the normal IC payout and so on.




Terminations: If a participant terminates his or her position voluntarily or involuntarily during
the Plan year, he or she will not be eligible for an IC payment because he or she would not
be on active status on the date of the award distribution. If a participant retires, becomes
disabled or dies during the Plan year, he or she may be eligible for a prorated award at the
discretion of the appropriate Executive Vice President, along with the LOB/BSG Human Resources
Executive and the Senior Director of Corporate Compensation. In the event of death, any incentive
award is made to the beneficiary named in the Company-paid life insurance program.




Other Terms and Conditions





	•  	All decisions by the Company will be final in the
interpretation and administration of the Plan and shall lie
within the Company’s sole and absolute discretion. Decisions
shall be final, conclusive and binding on all parties
concerned.




 

 

 

 



	 	 	 
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	•  	This Plan does not constitute a contract for the
participant’s continued employment with the Company. All
Company associates are employed “at-will” which means either
the Company or the associate may terminate the employment
relationship at any time with or without cause.
	 
	•  	Participant’s rights under the Plan may not be assigned or
transferred in any way, except as otherwise set forth herein.
	 
	•  	The Alliance Data Systems 2005 Incentive Compensation Plan
may be amended, modified, suspended or terminated by the
Company at any time, without prior consent by or prior notice
to associates. The Company at its sole discretion may change
objectives at any time without prior consent by or prior
notice to associates.
	 
	•  	The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make
other segregation of assets to assure the payment of the
amounts under the Plan. Rights to the payment of amounts
under the Plan shall be no greater than the rights of the
Company’s general creditors.
	 
	•  	Texas state law governs the validity, construction,
interpretation, administration and effect of the Plan and the
substantive laws, but not the choice of law rules of the
State of Texas, shall govern rights relating to the Plan.
	 
	•  	Generally, all applicable employment and tax deductions plus
401(k) contribution deferrals will be withheld from the IC
payout.
	 
	•  	No associate has the right nor is guaranteed the right to
participate in the Plan by virtue of being an associate or
fulfilling any specific position with the Company. Selection
for participation in the Plan is solely within the discretion
of the Company. The Company may offer participation in the
Plan to additional associates or terminate the participation
of any participant in the Plan at any time during the Plan
Year.
	 
	•  	Revenues and earnings classified as “windfalls” or business
losses may or may not be excluded in whole or in part from
the calculation of Revenue and EBITDA at the discretion of
the Company.
	 
	•  	Notice to participate in the Plan shall not impair or limit
the Company’s rights to transfer, promote or demote Plan
participants to other jobs or to terminate their employment,
nor shall it create any claim or right to receive any payment
under the Plan or any right to be retained in the employ of
the Company.
	 
	•  	The Plan is established for the current fiscal year. There
shall be no obligation on the part of the Company to continue
the Plan in the same or modified form for any future years.
	 
	•  	In the event that a participant has a dispute concerning the
administration of this Plan, it shall first be submitted in
writing to the Senior Director of Corporate Compensation. In
the event that the Senior Director of Corporate Compensation
does not provide a response satisfactory to the participant
within 30 business days, the participant may submit the
dispute in writing within five business days thereafter to
the LOB/BSG Human Resources Executive, whose decision
regarding the dispute shall be final and binding on each
participant or person claiming under the Plan.




 

 

 

 



	 	 	 
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	•  	The Plan is effective January 1, 2005, and supersedes and
replaces all previous IC Plans. All such previous plans,
unless earlier terminated, are terminated at midnight,
December 31, 2004. If not renewed by the Company, this Plan
will automatically terminate on December 31, 2005.
	 
	•  	In the event an eligible associate’s performance falls below
satisfactory standards during the Plan year, the associate
may receive a reduced IC payment, at the discretion of the
Company, regardless of the performance results of the
Company, LOB, BSG or the ASI results (if applicable).
	 
	•  	The Company, at its sole discretion, may adjust or modify the
methodology for calculating IC payments, the eligibility for
receiving IC payments, and the actual amount of IC payments.
All adjustments or modifications must be approved by the CEO,
the appropriate Executive Vice President, the LOB/BSG Human
Resources Executive and the Senior Director of Corporate
Compensation.



 

 

 

 

 

 

 

 



	 	 	 
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Attachment A




PERFORMANCE/PAYOUT TABLE

FOR REVENUE, EBITDA, ASSOCIATE SATISFACTION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	% of Objective(s)	 	 	%	 	 	 	 	 
	 	 	 	 	 	Achieved*	 	 	Payout*	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
80% is the threshold
for performance achievements to result in a payout.
   
®
	 	 	 	 	79% or less	 	 	0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	80%	 	 	65%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	81%	 	 	67%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	82%	 	 	69%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	83%	 	 	70%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	84%	 	 	72%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	85%	 	 	74%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	86%	 	 	76%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	87%	 	 	77%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	88%	 	 	79%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	89%	 	 	81%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	90%	 	 	83%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	91%	 	 	84%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	92%	 	 	86%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	93%	 	 	88%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	94%	 	 	89%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	95%	 	 	91%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	96%	 	 	93%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	97%	 	 	95%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	98%	 	 	96%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	99%	 	 	98%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	100%	 	 	100%	 	 	 	 	
ß100% is the target for performance achievements to receive 100% payout.
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	101%	 	 	102.5%	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	102%	 	 	105.0%	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	103%	 	 	107.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	104%	 	 	110.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	105%	 	 	112.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	106%	 	 	115.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	107%	 	 	117.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	108%	 	 	120.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	109%	 	 	122.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	110%	 	 	125.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	111%	 	 	127.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	112%	 	 	130.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	113%	 	 	132.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	114%	 	 	135.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	115%	 	 	137.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	116%	 	 	140.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	117%	 	 	142.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	118%	 	 	145.0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	119%	 	 	147.5%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	120% or greater	 	 	150.0%	 	 	 	 	
ß150% is the maximum payout level.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





For business support groups, both Alliance EBITDA and Alliance Revenue targets must be
achieved at 100% or greater in order for ASI to be paid above 100% of target. For lines of
business, both LOB EBITDA and LOB Revenue targets must be achieved at 100% or greater in
order for ASI or any LOB specific measure to be paid above 100% of target.





	 	 	 
	Effective January 1 – December 31, 2005

	 	A-1






 









 






Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Attachment B




PERFORMANCE/PAYOUT TABLE

FOR INDIVIDUAL EXPECTATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	% of Objective(s)	 	 	%	 	 	 	 	 
	 	 	 	 	 	Achieved*	 	 	Payout*	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Below Minimum	 	 	0%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
80% performance is
the threshold for performance achievements to result in a payout.
   
®
	 	 	 	 	Accomplishments fall below expectations	 	 	80%	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Fully meets and/or exceeds the requirements	 	 	100%	 	 	 	 	
ßFully meets and/or exceeds the requirements is the target for performance achievements
to receive 100%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	110%
is the maximum payout level.    
®
	 	 	 	 	Has achieved/contributed well beyond expectations	 	 	110%	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





For business support groups, both Alliance EBITDA and Alliance Revenue targets must be
achieved at 100% or greater in order for Individual Expectations to be paid above 100% of target.
For lines of business, both LOB EBITDA and LOB Revenue targets must be achieved at 100% or
greater in order for Individual Expectations to be paid above 100% of target.

 

 

 

 



	 	 	 
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	 	B-1







 









 







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ALLIANCE DATA SYSTEMS CORPORATION








2005 Incentive Compensation Plan for Retail and Alliance Consolidated





(As Amended and Restated Effective January 1, 2005)


 

 

 

 

Effective January 1 – December 31, 2005


 









 










Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Table of Contents




	 	 	 	 	 
	Plan Philosophy
	 	 	3	 
	 
	 	 	 	 
	Effective Date
	 	 	3	 
	 
	 	 	 	 
	Eligibility
	 	 	3	 
	 
	 	 	 	 
	Base Compensation Used in Calculating IC Payout
	 	 	4	 
	 
	 	 	 	 
	Determining IC Targets
	 	 	4	 
	 
	 	 	 	 
	IC Components
	 	 	4	 
	 
	 	 	 	 
	Standard Weightings Chart for IC Components
	 	 	6	 
	 
	 	 	 	 
	Determining Payment Calculations
	 	 	7	 
	 
	 	 	 	 
	Timing of Payment
	 	 	8	 
	 
	 	 	 	 
	Status Changes That May Affect IC Targets and Payouts
	 	 	8	 
	 
	 	 	 	 
	Other Terms and Conditions
	 	 	10	 
	 
	 	 	 	 
	Attachment A -  Revenue and EBITDA Performance/Payout Table
	 	 	A-1	 
	 
	 	 	 	 
	Attachment B -  Associate Satisfaction and LOB Specific Measures Performance/Payout Table
	 	 	B-1	 
	 
	 	 	 	 
	Attachment B - Individual Expectations Performance/Payout Table
	 	 	C-1	 





 

 

 

 


	 	 	 
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Plan Philosophy




The intent of the Alliance Data Systems Incentive Compensation (“IC”) Plan (“Plan”) is to:





	•  	Provide IC to round out an eligible associate’s total compensation package in order to attract and retain high
performing associates;
	 
	•  	Improve organizational performance by driving financial and individual performance and increasing Associate
Satisfaction;
	 
	•  	Improve the alignment between strategic imperatives and initiatives with the Alliance Scorecard; and
	 
	•  	Provide an opportunity for associates to share in the success they help create.




Participation in this Plan reflects the importance of an associate’s position and the impact that
the associate’s performance can have on the success of the Company.




Effective Date 



The Plan Year is January 1, 2005 through December 31, 2005.




Eligibility



Subject to the provisions of this Plan, Associates are eligible to receive IC under this Plan
if they are:





	•  	Employed by Alliance Data Systems Corporation or any of its subsidiaries (collectively, the “Company”) and are either
(a) a member of the Alliance Senior Leadership Team, as defined by the title Director through Senior Vice President, or
(b) in an Exempt position that is designated by the Senior Director of Corporate Compensation as IC eligible (currently
jobs in pay grades 8-11, 21-23, 32-35, 94 and 95);
	 
	•  	Employed or promoted into an IC eligible position by the Company before October 1, 2005;
	 
	•  	On active status on the date of the award distribution or are eligible under the guidelines for retirement, disability
or leave of absence; and
	 
	•  	Designated by supervisor as having an Incentive Compensation target as a component of their overall pay package.




In the case of part-time associates in one of the specified pay grades listed above, they must be
working a schedule equal to a minimum of 25 hours per week in order to be eligible for this IC
Plan.




Associates are not eligible if they:





	•  	Do not meet the eligibility requirements listed above;
	 
	•  	Are participating in a sales commission or other incentive plan, unless approved by the appropriate Executive Vice
President of a Line of Business (“LOB”) or of a Business Support Group (“BSG”) and confirmed by the LOB/BSG Human
Resources Executive and the Senior Director of Corporate Compensation;
	 
	•  	Are temporary or on-call associates or contractors;




 

 

 

 


	 	 	 
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	•  	Are hired on or after October 1, 2005 or are promoted into an IC eligible pay grade on or after October 1, 2005; or
	 
	•  	Are on a documented performance improvement plan as of the date of award distribution.




Being eligible for the IC Plan does not mean associates automatically participate in the program.
The associate’s manager, with appropriate approvals, must specifically designate that incentive
compensation is a component of the associate’s overall pay package.




Base Compensation Used in Calculating IC Payout



Annualized base pay as of October 1, 2005 will be used as part of the IC calculation. The IC
target percentage(s) will be applied to October 1, 2005 base salary for purposes of calculating the
dollar target amount.




Determining IC Targets



Each participant has an IC target. IC targets are determined by the participant’s manager
using the guidelines established by the Senior Director of Corporate Compensation in the following
table:




	 	 	 	 	 	 	 	 
	 
	 	Grade Level	 	 	IC Target	 
	 	(Senior Vice President) 3
	 	 	35% or 40% or 45%	 
	 	(Vice President) 4
	 	 	25% or 30% or 35%	 
	 	(Director/Senior Director) 5
	 	 	15% or 20% or 25%	 
	 	8-10, 21-23, 33-35 and 95
	 	 	10% or 15%	 
	 	11, 32 and 94
	 	 	5% or 10%	 
	 




IC targets are set in 5% increments. When determining the appropriate target, the
following are considered:





	•  	The associate’s anticipated contribution to the organization’s success; and
	 
	•  	Targeted total compensation package that is competitive with similar positions in the appropriate labor market or
industry.




IC targets will be set at the beginning of the Plan year or at time of hire. If the IC target
percentage changes, the manager will explain how the target will be prorated for payout purposes
(if appropriate) and whether or not the performance expectations and weightings will change for the
current Plan year.




IC Components



All performance goals should be established and communicated to the participant at the
beginning of the Plan year or as soon as feasible after becoming a participant in the Plan. The
degrees to which these performance goals are accomplished have an impact on the actual incentive
earned from the Plan.



Alliance Revenue and EBITDA Targets: The Revenue and Earnings Before Interest, Taxes, Depreciation
and Amortization (“EBITDA”) targets generally make up 25%-75% of a participant’s IC payment (see
Standard



 

 

 

 


	 	 	 
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Weightings Chart below). LOBs are not required to have an Alliance Revenue or EBITDA
component if they utilize LOB Revenue and EBITDA targets.



LOB Revenue and EBITDA Targets: There are a number of financial measures that can be used to
determine success for a particular area or individual. The appropriate Executive Vice President,
along with the LOB Human Resources Executive and the Senior Director of Corporate Compensation will
determine if sub-measures will be used for a particular LOB or a particular individual. However,
it is intended that the Board of Directors approve the achievement of LOB Revenue and EBITDA for
payout purposes.



Associate Satisfaction Index: The annual administration of the Associate Survey and the
tracking of data (i.e., improvement expectations) are designed to motivate ongoing attention to
issues that affect quality of client service, as well as the development and retention of
associates. The Associate Satisfaction Index (“ASI”) is a component of the Associate Survey
process. The ASI component is designed to recognize and incent critical non-financial
organizational factors that contribute to sustainable business performance and provide a
competitive advantage in recruiting, developing and retaining high performing associates. Targets
are set at the beginning of each year along with a payout schedule.



Individual Expectations: Participants may have a portion of their IC payments based upon the
achievement of individual expectations or team strategic imperatives (or action steps to accomplish
the strategic imperatives) as determined between the participant and his or her manager.
Achievement must fall into one of three (3) categories: accomplishments fall below expectations;
fully meets and/or exceeds the requirements; or has achieved/contributed well beyond expectations.
The percentage of payout will be 80%, 100% or 110% depending on the level of achievement. If
performance/accomplishments fall below 80% achievement, no payout will be made for the Individual
Expectation component.



Associate performance is defined as obtaining the needed results of the job and living the Company
values. The associate’s manager will focus on the following factors to determine whether and to
what extent the associate met his/her yearly goals for purposes of IC:





	 	•  	Results - To what extent were results at, above, or below expectations and/or standards?
	 
	 	•  	Values - To what extent did the associate demonstrate/live the values?




Differentiation of performance is considered within three broad levels. Performance toward
objectives and manager’s expectations within each category can be defined by meeting some or all of
the specified characteristics below:





	 	•  	Accomplishments fall below expectations: associate completes 80 – 95% of individual
objectives and expectations. Associate falls short of completing all of the objectives
that are important to business strategy. Quality of work is less than expected and/or
work falls short of productivity, financial or schedule expectations.
	 
	 	•  	Fully meets and/or exceeds the requirements: associate completes up to 110% of
objectives or at least 95% of objectives with extenuating circumstances. The associate’s
completed objectives are closely tied to business strategy and success. The associate’s
work is of sufficient quality and meets productivity, financial and schedule
expectations.




 

 

 

 


	 	 	 
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	 	•  	Achieved/contributed well beyond expectations: associate completes more objectives
than committed to in all cases. Completed objectives are most important to business
strategy. Work exceeds all quality requirements and performed more efficiently, cheaply
and/or quickly than expected.




Less than 80% completion of individual objectives is below minimum level of performance and no IC
payout will be made for the Individual Expectation component.




Standard Weightings Chart for IC Components



IC objectives are weighted to drive financial and individual performance and increase
Associate Satisfaction. LOBs have the ability to use specific components that closely reflect
Alliance Scorecard measurements. Standard weightings have been established, however, LOBs/BSGs may
adjust the standard weightings and adjust the standard components to include measurable financial
drivers, such as bad debt or specific client revenue goals, with review and approval by the
appropriate Executive Vice President, along with the LOB/BSG Human Resources Executive and the
Senior Director of Corporate Compensation. All measures that deviate from the standard financial
measures must be objective and quantifiable.



The participant’s grade/job level as of October 1, 2005 will be used to determine the overall
weightings. The standard components and weightings are listed in the chart below. In certain
cases, LOBs/BSGs may use discretion to determine the overall weightings with the approval of the
associate’s supervisor and the LOB/BSGs Human Resources Executive.



Approved changes to the standard components and weightings should be communicated to associates as
soon as feasible after the beginning of the plan year.




2005 IC Plan

Standard Components and Weightings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Senior	 	 	Exempts with Direct	 	 	All	 
	 	 	 	 	Leadership	 	 	Supervisory	 	 	Other	 
	 	 	 	 	Team1	 	 	Responsibility	 	 	Exempts2	 
	 	LOB
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LOB EBITDA
	 	 	 	50	%	 	 	 	25	%	 	 	 	25	%	 
	 	LOB Revenue
	 	 	 	25	%	 	 	 	25	%	 	 	 	25	%	 
	 	Associate Satisfaction3
	 	 	 	25	%	 	 	 	25	%	 	 	 	0	%	 
	 	Individual Expectations4
	 	 	 	0	%	 	 	 	25	%	 	 	 	50	%	 
	 	BSG
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Alliance EBITDA
	 	 	 	50	%	 	 	 	25	%	 	 	 	25	%	 
	 	Alliance Revenue
	 	 	 	25	%	 	 	 	25	%	 	 	 	25	%	 
	 	Associate Satisfaction3
	 	 	 	25	%	 	 	 	25	%	 	 	 	0	%	 
	 	Individual Expectations4
	 	 	 	0	%	 	 	 	25	%	 	 	 	50	%	 
	 











	1

The LOB/BSG executive has some flexibility to establish targets that are
important for the success of his or her respective area. The Individual Expectations weighting
should not be used for SLT members unless it is used to drive financial performance. Any changes
to the standard components, weightings or payout tables should be sent to the Senior Director of
Corporate Compensation for approval by the appropriate Executive Vice President, along with the
LOB/BSG Human Resources Executive.


 

 

 

 



	 	 	 
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	2

 The LOB/BSG has some flexibility in reassigning Revenue targets for those associates
who fall into an all other eligible exempt category or in unique cases.
	 
	3

 Some participants, such as National Account Managers (“NAMs”), may have more emphasis
on client relationships than Associate Satisfaction. LOB/BSG executives can determine how they
want to distribute the weightings for these positions.
	 
	4

 Eligible exempt associates below the Director level should have Individual
Expectations that support strategic imperatives ensuring the success of their LOB/BSG and the
Company.






Determining Payment Calculations



Payment calculations are determined as provided below. With proper approval from the Senior
Director of Corporate Compensation, the appropriate Executive Vice President, and the LOB Human
Resources Executive, LOBs may provide for an alternate payout table for specific LOB measures
except for LOB Revenue or EBTIDA. LOB Revenue and EBITDA must follow the table specified in
Attachment B. A minimum of 100% achievement must be met for LOB Revenue and EBTIDA before any
other measures will payout over 100%.




Attachment A: Performance/Payout Table for Revenue and EBITDA




     This table identifies the relationship between level of performance and the percentage to be
paid for the achievement of the Alliance Revenue, Alliance EBITDA, LOB Revenue and LOB EBITDA. A
minimum of 90% must be achieved for any payment to be received; performance of 110% or greater
receives the maximum payment of 150%. Percentages are rounded to the nearer whole number.



Attachment B: Performance/Payout Table for Associate Satisfaction and other measures as approved




     This table identifies the relationship between level of performance and percentage to be paid
for the achievement of associate satisfaction and any other LOB specific financial measures as
approved. For BSGs, both the Alliance EBITDA and Alliance Revenue targets must be achieved
at 100% or greater in order for ASI to be paid above 100% of target. For LOBs, both the LOB EBITDA
and LOB Revenue targets must be achieved at 100% or greater in order for ASI and any LOB
specific financial measures to be paid above 100% of target.



Attachment C: Performance/Payout Table for Individual Expectations




     This table identifies the relationship between level of performance and the percentage to be
paid for the achievement of Individual Expectations. A minimum of 80% accomplishment of standard
objectives must be achieved for any payment to be received.



     For BSGs, both the Alliance EBITDA and Alliance Revenue targets must be achieved at
100% or greater in order for Individual Expectations to be paid above 100% of target. For LOBs,
both the LOB EBITDA and LOB Revenue targets must be achieved at 100% or greater in order
for Individual Expectations to be paid above 100% of target.



 

 

 

 




	 	 	 
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Timing of Payment



IC earned for the 2005 Plan year is paid in the first quarter of the following year. A
participant must be actively employed on the date payment is made to receive his or her award. Any
participant who is on an approved leave of absence or disability leave but is still on active
status will receive his or her payment even if he or she is not actively at work on the date
payment is made.




Status Changes That May Affect IC Targets and Payout



Status changes can affect the amount of incentive a participant receives. Status changes
include:





	•  	Transfers;
	 
	•  	New Hires;
	 
	•  	IC Target Changes;
	 
	•  	Leaves of Absence; and
	 
	•  	Terminations.




Transfers: The LOB or BSG a participant is assigned to as of October 1, 2005 will be used to
determine any payments dependent upon LOB/BSG level of performance (see Standard Weightings Chart).
Year-end performance for the LOB/BSG will be used to calculate the incentive amount to be paid for
this component. No prorating will be done for the amount of time spent in another LOB/BSG or in a
different IC eligible grade over the Plan year without prior approval of the appropriate Executive
Vice President, along with the LOB/BSG Human Resources Executive and the Senior Director of
Corporate Compensation.



For the ASI component, leaders who have moved or transferred during the course of the year, and who
could therefore have their compensation tied to different reporting groups, will be reviewed as
follows:





	•  	Determine where the associate spent the most time during the action planning cycle;
	 
	•  	Assess where the associate had the greatest opportunity to influence Associate Satisfaction; and
	 
	•  	Before the end of December, the appropriate HR Executive will make a report recommendation to the Senior Director of
Corporate Compensation, to be approved by the appropriate Executive Vice President, along with the LOB/BSG Human
Resources Executive.




New Hires: For associates hired between January 1 and September 30, 2005 into an IC eligible
position, the base salary as of October 1, 2005 will be used to calculate the IC dollar target.
The dollar target will be prorated as follows:




	 	 	 	 	 	 	 	 
	 
	 	Hired Between These Dates	 	 	Prorated Amount	 
	 	January 1 – March 31
	 	 	 	100	%	 
	 	April 1 – June 30
	 	 	 	75	%	 
	 	July 1 – September 30
	 	 	 	50	%	 
	 	October 1 – December 31
	 	 	No IC	 
	 






 

 

 

 


	 	 	 
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For example, if an associate is hired on March 12, the IC dollar target will not be prorated. If
an associate is hired on July 4, then the IC dollar target will be prorated by 50%.



IC Target Changes: For current Company associates, if there is a promotion or a grade level change
during the Plan year but before October 1 which results in either (a) an associate becoming newly
IC eligible or (b) a change in IC target, the IC target will be prorated according to the chart
below depending on the associate’s IC eligible effective date. Note: changes in IC targets after
October 1, 2005 will not be used to calculate IC payout for the 2005 Plan year.




	 	 	 	 	 	 	 	 
	 
	 	IC Eligible Effective Date	 	 	Prorated Amount For	 
	 	Between These Dates	 	 	Old/New IC % Target	 
	 	January 1 – March 31
	 	 	 	0% / 100	%	 
	 	April 1 – June 30
	 	 	 	25% / 75	%	 
	 	July 1 – September 30
	 	 	 	50% / 50	%	 
	 	October 1 – December 31
	 	 	 	100% / 0	%	 
	 




The base salary as of October 1 will be used to calculate the dollar target, even if there is a
corresponding change in base salary at the time of the promotion or IC target change. For example,
a grade level change in April results in an IC target change from 5% to 10% and a base salary
change from $35,000 to $40,000. The base salary on October 1 is $40,000, so that is the salary
used in the calculation. The IC dollar target is then calculated using the following formula:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	10/01 Base	 	 	 	IC	 	 	Target	 	 	 	Prorate	 	 	Subtotal	 	 
	 	Old
	 	 	$	40,000	 	 	 	 	5	%	 	 	$	2,000	 	 	 	 	25	%	 	 	$	500	 	 
	 	New
	 	 	$	40,000	 	 	 	 	10	%	 	 	$	4,000	 	 	 	 	75	%	 	 	$	3,000	 	 
	 	TOTAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3,500	 	 
	 	 	 




The participant’s manager should communicate to the participant the new weightings of financial and
Individual Expectations (if applicable).



Leaves of Absence: If a participant takes a leave of absence in excess of twelve (12) weeks, either
paid or unpaid, during the Plan year, he or she will receive a prorated award. Leaves of absence
under twelve (12) weeks are not prorated. For any part of a week that a participant is on a leave
of absence over twelve (12) weeks, the IC payment will be prorated by one week. For instance, if a
participant is on leave for 12 weeks and 2 days, he or she will receive 51/52nds of the normal IC
payout. If a participant is on leave for 13 weeks and 2 days, then he or she will receive 50/52nds
of the normal IC payout and so on.



Terminations: If a participant terminates his or her position voluntarily or involuntarily during
the Plan year, he or she will not be eligible for an IC payment because he or she would not
be on active status on the date of the award distribution. If a participant retires, becomes
disabled or dies during the Plan year, he or she may be eligible for a prorated award at the
discretion of the appropriate Executive Vice President, along with the LOB/BSG Human Resources
Executive and the Senior Director of Corporate Compensation. In the event of death, any incentive
award is made to the beneficiary named in the Company-paid life insurance program.



 

 

 

 


	 	 	 
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Other Terms and Conditions





	•  	All decisions by the Company will be final in the
interpretation and administration of the Plan and shall lie
within the Company’s sole and absolute discretion. Decisions
shall be final, conclusive and binding on all parties
concerned.
	 
	•  	This Plan does not constitute a contract for the
participant’s continued employment with the Company. All
Company associates are employed “at-will” which means either
the Company or the associate may terminate the employment
relationship at any time with or without cause.
	 
	•  	Participant’s rights under the Plan may not be assigned or
transferred in any way, except as otherwise set forth herein.
	 
	•  	The Alliance Data Systems 2005 Incentive Compensation Plan
may be amended, modified, suspended or terminated by the
Company at any time, without prior consent by or prior notice
to associates. The Company at its sole discretion may change
objectives at any time without prior consent by or prior
notice to associates.
	 
	•  	The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make
other segregation of assets to assure the payment of the
amounts under the Plan. Rights to the payment of amounts
under the Plan shall be no greater than the rights of the
Company’s general creditors.
	 
	•  	Texas state law governs the validity, construction,
interpretation, administration and effect of the Plan and the
substantive laws, but not the choice of law rules of the
State of Texas, shall govern rights relating to the Plan.
	 
	•  	Generally, all applicable employment and tax deductions plus
401(k) contribution deferrals will be withheld from the IC
payout.
	 
	•  	No associate has the right nor is guaranteed the right to
participate in the Plan by virtue of being an associate or
fulfilling any specific position with the Company. Selection
for participation in the Plan is solely within the discretion
of the Company. The Company may offer participation in the
Plan to additional associates or terminate the participation
of any participant in the Plan at any time during the Plan
Year.
	 
	•  	Revenues and earnings classified as “windfalls” or business
losses may or may not be excluded in whole or in part from
the calculation of Revenue and EBITDA at the discretion of
the Company.
	 
	•  	Notice to participate in the Plan shall not impair or limit
the Company’s rights to transfer, promote or demote Plan
participants to other jobs or to terminate their employment,
nor shall it create any claim or right to receive any payment
under the Plan or any right to be retained in the employ of
the Company.
	 
	•  	The Plan is established for the current fiscal year. There
shall be no obligation on the part of the Company to continue
the Plan in the same or modified form for any future years.




 

 

 

 


	 	 	 
	Effective January 1 – December 31, 2005

	 	10






 









 






Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems





	•  	In the event that a participant has a dispute concerning the
administration of this Plan, it shall first be submitted in
writing to the Senior Director of Corporate Compensation. In
the event that the Senior Director of Corporate Compensation
does not provide a response satisfactory to the participant
within 30 business days, the participant may submit the
dispute in writing within five business days thereafter to
the LOB/BSG Human Resources Executive, whose decision
regarding the dispute shall be final and binding on each
participant or person claiming under the Plan.
	 
	•  	The Plan is effective January 1, 2005, and supersedes and
replaces all previous IC Plans. All such previous plans,
unless earlier terminated, are terminated at midnight,
December 31, 2004. If not renewed by the Company, this Plan
will automatically terminate on December 31, 2005.
	 
	•  	In the event an eligible associate’s performance falls below
satisfactory standards during the Plan year, the associate
may receive a reduced IC payment, at the discretion of the
Company, regardless of the performance results of the
Company, LOB, BSG or the ASI results (if applicable).
	 
	•  	The Company, at its sole discretion, may adjust or modify the
methodology for calculating IC payments, the eligibility for
receiving IC payments, and the actual amount of IC payments.
All adjustments or modifications must be approved by the CEO,
the appropriate Executive Vice President, the LOB/BSG Human
Resources Executive and the Senior Director of Corporate
Compensation.



 

 

 

 

 

 

 

 



	 	 	 
	Effective January 1 – December 31, 2005

	 	11






 









 






Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Attachment A




PERFORMANCE/PAYOUT TABLE

FOR REVENUE and EBITDA




	 	 	 	 	 	 	 	 	 	 
	 	 	 	% of Objective(s)	 	 	%	 	 	 
	 	 	 	Achieved*	 	 	Payout*	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	89% or less	 	 	0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	90%
is the threshold for performance achievements to result in a
payout.®
	 	 	90%	 	 	65%	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	91%	 	 	68.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	92%	 	 	72%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	93%	 	 	75.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	94%	 	 	79%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	95%	 	 	82.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	96%	 	 	86%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	97%	 	 	89.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	98%	 	 	93%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	99%	 	 	96.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	100%	 	 	100%	 	 	
    ß 100% is the target for performance achievements to receive 100% payout.
	 	 	 	 	 	 	 	 	 
	 
	 	 	101%	 	 	105%	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	102%	 	 	110%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	103%	 	 	115%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	104%	 	 	120%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	105%	 	 	125%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	106%	 	 	130%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	107%	 	 	135%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	108%	 	 	140%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	109%	 	 	145%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	110% or greater	 	 	150%	 	 	
    ß 150% is the maximum payout level.
	 	 	 	 	 	 	 	 	 	 






 

 

 

 


	 	 	 
	Effective January 1 – December 31, 2005

	 	A-1






 









 






Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Attachment B




PERFORMANCE/PAYOUT TABLE

FOR ASSOCIATE SATISFACTION and LOB SPECIFIC MEASURES




	 	 	 	 	 	 	 	 	 	 
	 	 	 	% of Objective(s)	 	 	%	 	 	 
	 	 	 	Achieved*	 	 	Payout*	 	 	 
	 	 	 	 	 	 	 	 	 	 
	80%
is the threshold for performance achievements to result in a
payout.    ®
	 	 	79% or less	 	 	0%	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	80%	 	 	65%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	81%	 	 	67%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	82%	 	 	69%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	83%	 	 	70%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	84%	 	 	72%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	85%	 	 	74%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	86%	 	 	76%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	87%	 	 	77%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	88%	 	 	79%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	89%	 	 	81%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	90%	 	 	83%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	91%	 	 	84%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	92%	 	 	86%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	93%	 	 	88%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	94%	 	 	89%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	95%	 	 	91%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	96%	 	 	93%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	97%	 	 	95%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	98%	 	 	96%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	99%	 	 	98%	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	100%	 	 	100%	 	 	ß100% is the target for performance achievements to receive 100% payout.
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	101%	 	 	102.5%	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	102%	 	 	105.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	103%	 	 	107.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	104%	 	 	110.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	105%	 	 	112.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	106%	 	 	115.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	107%	 	 	117.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	108%	 	 	120.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	109%	 	 	122.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	110%	 	 	125.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	111%	 	 	127.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	112%	 	 	130.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	113%	 	 	132.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	114%	 	 	135.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	115%	 	 	137.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	116%	 	 	140.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	117%	 	 	142.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	118%	 	 	145.0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	119%	 	 	147.5%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	120% or greater	 	 	150.0%	 	 	
    ß 150% is the maximum payout level.
	 	 	 	 	 	 	 	 	 	 




For business support groups, both Alliance EBITDA and Alliance Revenue targets must be
achieved at 100% or greater in order for ASI to be paid above 100% of target. For lines of
business, both LOB EBITDA and LOB Revenue targets must be achieved at 100% or greater in
order for ASI or any LOB specific measure to be paid above 100% of target.




	 	 	 
	Effective January 1 – December 31, 2005

	 	B-1






 









 






Confidential – For Internal Use Only

Do Not Distribute Outside of Alliance Data Systems




Attachment C




PERFORMANCE/PAYOUT TABLE

FOR INDIVIDUAL EXPECTATIONS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	% of Objective(s)	 	 	%	 	 	 
	 	 	 	Achieved*	 	 	Payout*	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Below Minimum	 	 	0%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	80%
performance is the threshold for performance achievements to result
in a payout.®
	 	 	Accomplishments fall below expectations	 	 	80%	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Fully meets and/or exceeds the requirements	 	 	100%	 	 	ßFully meets and/or exceeds the requirements is the target for performance achievements to receive 100%

	 	 	 	 	 	 	 	 	 	 
	110%
is the maximum payout level. ®
	 	 	Has achieved/contributed well beyond expectations	 	 	110%	 	 	 
	 	 	 	 	 	 	 	 	 	 




For business support groups, both Alliance EBITDA and Alliance Revenue targets must be
achieved at 100% or greater in order for Individual Expectations to be paid above 100% of target.
For lines of business, both LOB EBITDA and LOB Revenue targets must be achieved at 100% or
greater in order for Individual Expectations to be paid above 100% of target.


 

 

 

 

 

 

 

 



	 	 	 
	Effective January 1 – December 31, 2005

	 	C-1