Employment Agreement (Sloane Levy)



 Exhibit 10.27 
 EXECUTION VERSION 
 EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the
“Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”, together with the “Company,” the “Companies”), and SLOANE
LEVY (“Executive”) (collectively the “Parties”) is made as of January 14, 2011. 

WHEREAS, the Companies desire to employ Executive pursuant to the terms, provisions and conditions set forth in this employment
agreement (the “Agreement”), and effective upon the Closing Date, as defined in the Agreement and Plan of Merger, dated January 14, 2011 (the “Merger Agreement”) by and between Affinion Group Holdings, Inc.,
Affinion Group, Inc., Webloyalty Holdings, Inc. and certain other parties (the transactions contemplated thereby the “Transaction”); and 
 WHEREAS, Executive desires to accept her employment on such terms, provisions and conditions set forth in this Agreement. 
 NOW THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally
bound thereby, the Parties agree as follows: 
 Section 1. Employment Period. 

(a) As of, and contingent upon, the Closing Date (as defined in the Merger Agreement) of the Transaction (the
“Effective Date”), the Companies shall employ Executive, and Executive shall accept such employment and perform services for the Companies, upon the terms and conditions set forth in this Agreement. Notwithstanding anything herein
to the contrary, if the Merger Agreement is terminated, then this Agreement shall be void ab initio. 

(b) Subject to earlier termination in accordance with Section 3 of this Agreement, Executive shall be employed by the
Companies for a period commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Employment Period”); provided, however, that the Employment Period shall automatically be
renewed for successive one (1) year periods thereafter unless either the Company or Executive gives at least ninety (90) days’ written notice of its intention not to renew the Employment Period. Upon Executive’s termination of
employment with the Company for any reason, Executive shall immediately resign all positions with the Companies or any of their respective subsidiaries or affiliates, including any position as a member of any of the Companies’ Board of
Directors. 







 Section 2. Terms of Employment. 

(a) Position. During the Employment Period, Executive shall serve as Executive Vice President, Business Affairs and
General Counsel of the Company and will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such positions, including being responsible for the general global legal and regulatory
matters of the Company and its subsidiaries and such other duties as may be prescribed from time to time by the Chief Executive Officer of the Company reasonably consistent with such positions. Executive shall report directly to the Chief Executive
Officer of the Company. If reasonably requested by the Company’s Board of Directors (the “Board”), Executive hereby agrees to serve (without additional compensation) as an officer and director of any member of the
“Affinion Group” (as defined in Section 5(a) below). 
 (b) Duties. During the Employment
Period, Executive shall have such responsibilities, duties, and authority that are customary for her positions, subject at all times to the control of the Board, and shall perform such services as customarily are provided by an executive of a
corporation with her positions and such other services consistent with her positions, as shall be assigned to her from time to time by the Board. Executive agrees to devote all of her business time to the business and affairs of the Companies and to
use Executive’s commercially reasonable efforts to perform faithfully, effectively and efficiently her responsibilities and obligations hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) serving on
civic or charitable boards or committees and (ii) managing personal investments, so long as such activities do not materially interfere with the performance of Executive’s responsibilities hereunder. 

(c) Compensation. 
 (i) Base Salary. During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to Three Hundred Thousand Dollars ($300,000), less all applicable
withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to annual review and increases,
and the Annual Base Salary shall not be reduced without Executive’s consent, unless the reduction is related to a broader compensation reduction that is not limited to Executive and does not exceed 10% of her Annual Base Salary and that is
effective after July 31, 2012. For purposes of this Agreement, definition of Annual Base Salary shall include all such increases, if any. 
 (ii) Bonuses. During the Employment Period, the Company shall establish a bonus plan for each fiscal year of the Company (each, the “Plan”) pursuant to which Executive will be
eligible to receive an annual bonus (the “Bonus”). The Compensation Committee of the Board will administer the Plan and at such time as the Company becomes subject to Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”) establish in advance performance objectives for each year in accordance with Section 162(m) of the Code. In the event that the Company achieves the target established in the Plan based on actual
performance, Executive shall be eligible to receive a Bonus in an amount equal to 100% of Executive’s Annual Base Salary (“Target Bonus”). 

  
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Subject to Section 4, Executive will be entitled to receive the Bonus only upon the Company’s achievement of the specified performance objectives and if Executive is employed on the
last day of the applicable fiscal year. The Bonus shall become payable in the following fiscal year on or before March 15 provided that the Compensation Committee certifies that the Company has achieved the applicable performance objectives and
determines the amount of the bonus that shall be paid to each executive entitled to receive a bonus for the applicable fiscal year. Executive has earned an annual bonus for January 1 to July 31, 2010 equal to $108,439.00 under the
Webloyalty.com, Inc. 2010 Bonus Plan (the “Webloyalty Annual Bonus”). Executive is also eligible to receive a bonus payment of $125,000 on each of January 31, 2011, April 30, 2011, July 31, 2011 and
October 31, 2011 (each a “Retention Date,” collectively, the “Retention Bonus”). Except as provided in Sections 4(a)(ii) and 4(c)(ii) below, to the extent not paid prior to the Effective Date, the Company shall
pay you (a) the Webloyalty Annual Bonus prior to March 15, 2011, and (b) $125,000 within the 15 day period following each Retention Date; provided that you are employed with the Company through each date of payment.

 (iii) Signing Bonus. In addition, the Company shall pay to Executive a one-time signing bonus of One
Hundred and Fifty Thousand Dollars ($150,000) (the “Signing Bonus”). The Signing Bonus shall be paid by the Company to Executive within thirty (30) days following the Effective Date. 

(iv) Benefits. During the Employment Period, Executive shall be eligible to participate in all retirement,
compensation and employee benefit plans, practices, policies and programs provided by the Companies to the extent applicable generally to other senior executives of the Companies (except severance plans, policies, practices, or programs) subject to
the eligibility criteria set forth therein, as such may be amended or terminated from time to time. 
 (v)
Expenses. During the term of Executive’s employment, Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive in performance of her duties hereunder provided that Executive provides
all necessary documentation in accordance with the Companies’ policies. 
 (vi) Equity Awards. During
the Employment Period, Executive will be eligible to receive equity awards under the Affinion Group Holdings, Inc. 2007 Stock Award Plan, as amended, or such other equity plan of the Companies as in effect from time to time. Any awards will be
determined by the Board (or its designee), in its sole discretion, and communicated to you under separate cover, which amount shall be consistent with other executives of a similar position. 

  
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 Section 3. Termination of Employment. 

(a) Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If
Executive becomes subject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(g) and 10(g) of its intention to terminate Executive’s
employment. For purposes of this Agreement, “Disability” means (i) Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Companies. 

(b) Cause. Executive’s employment may be terminated at any time by the Company for “Cause” (as
defined below). For purposes of this Agreement, “Cause” shall mean Executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful
misconduct or willful gross neglect; (iv) continued willful failure to substantially perform her duties as Executive Vice President, Business Affairs and General Counsel; or (v) a material breach by Executive of this Agreement. With
respect to a termination pursuant to clause (iv) or (v), (A) to the extent such failure to perform duties or material breach is subject to cure, the Company shall have notified Executive in writing describing such failure to perform duties
or material breach and Executive shall have failed to cure such failure to perform or breach within 30 days after her receipt of such written notice, and (B) if such termination for Cause shall occur within the Initial Period (as defined
below), Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board
held for the purpose (after five (5) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for the Executive, together with her counsel, to be heard before the Board at such meeting), of a
finding that, in the good faith opinion of the Board, the Executive was guilty of any of the conduct set forth above in subparagraph (iv) or (v) and specifying the particulars thereof in detail. 

(c) Termination Without Cause. The Company may terminate Executive’s employment hereunder without Cause at any
time. 
 (d) Good Reason. Executive’s employment may be terminated at any time by Executive for Good
Reason upon 60 days’ prior written notice following the occurrence of the event giving rise to the termination for Good Reason. For purposes of this Agreement, “Good Reason” means voluntary resignation after any of the
following actions taken by the Companies without Executive’s consent: (i) any material failure of the Companies to fulfill their obligations under this Agreement, including the failure to make a payment due hereunder when due, (ii) a
material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Companies, including no longer reporting to the CEO or an adverse change in title, (iii) a reduction in Executive’s Annual Base
Salary or Target Bonus (excluding any diminution related to a broader compensation reduction that is not limited to Executive specifically and that is not more than 10% in the aggregate or any diminution to which Executive consented that


  
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is effective after July 31, 2012) or (iv) the relocation of Executive’s primary office to a location more than 35 miles from 6 High Ridge Park, Stamford, CT; provided that
any such event shall not constitute Good Reason unless and until Executive shall have provided the Companies with notice thereof no later than 60 days following the occurrence of such event and the Companies shall have failed to remedy such event
within 30 days of receipt of such notice. 
 (e) Voluntary Termination. During the Initial Period,
Executive’s employment may be terminated at any time by Executive without Good Reason upon 30 days’ prior written notice. After the Initial Period, Executive’s employment may be terminated at any time by Executive without Good Reason
upon 90 days’ prior written notice. 
 (f) Termination as a Result of Non-Renewal of the Employment
Period by the Company. The expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration, on account of the Company giving notice to Executive of its desire not to extend the Employment
Period in accordance with Section 1, shall be treated for purposes of this Agreement as a termination without Cause pursuant to Section 4(a). 
 (g) Notice of Termination. Any termination by the Company for Cause or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 10(g). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon,
(ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the “Date of
Termination” (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a
showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

 (h) Date of Termination. “Date of Termination” means (i) if Executive’s
employment is terminated by the Company for Cause, without Cause or by reason of Disability, or by Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination (in the case of a termination with or without Good
Reason, provided such Date of Termination is in accordance with Section 3(d) or Section 3(e)) or any later date specified therein pursuant to Section 3(g), as the case may be, (ii) if Executive’s employment is terminated by
reason of death, the date of death, and (iii) the expiration of the Employment Period, and the termination of Executive’s employment upon the date of such expiration, on account of the Company giving notice to Executive of its desire not
to extend the Employment Period in accordance with Section 3(f). 

  
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 Section 4. Obligations of the Company upon Termination. 

(a) With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s
employment without Cause or Executive shall terminate her employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: 

(i) The Company shall pay to Executive as soon as reasonably practicable but no later than sixty (60) days following
the Date of Termination in a lump sum, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination
occurs, provided that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and 
 (ii) (A) If the Date of Termination occurs within the six month period following the Effective Date (the “Initial Period”), the Company will pay Executive the “Initial Period
Severance Benefit,” which shall mean a lump sum payment equal to (x) the sum of (I) Executive’s Annual Base Salary (based on an Annual Base Salary of $350,000 per annum) from the Effective Date through July 31, 2011 (to
the extent not paid), (II) the Webloyalty Annual Bonus to the extent unpaid, (III) any unpaid Retention Bonus, and (IV) $350,000, minus (y) $150,000. In addition, the Company shall pay its share of its monthly premium for Executive and
Executive’s dependents under COBRA until the earlier of 12 months following the Date of Termination or the date upon which Executive commences employment with another employer. 

(B) If the Date of Termination occurs after the Initial Period, the Company will pay Executive an amount equal to 100% of
the sum of (I) Executive’s Annual Base Salary, (II) Executive’s Target Bonus, and (III) Retention Bonus to the extent unpaid (the “Severance Payments”) such amounts to be paid on a monthly basis over an 18 month
period. For avoidance of doubt Target Bonus shall equal 100% of Executive’s Annual Base Salary. 
 (iii)
Executive will continue to maintain any indemnification rights she may have pursuant to Section 9. 
 (b)
Death or Disability. If Executive’s employment shall be terminated by reason of the Executive’s death or Disability, then the Company will provide Executive with the following severance payments and/or benefits: the Company shall
pay Executive or her legal representatives (i) the Accrued Obligations; (ii) a lump sum equal to 100% of Executive’s Annual Base Salary; and (iii) the continuation of death or Disability benefits thereafter in accordance with the
terms of such plans of the Companies then in effect. Thereafter, the Companies shall have no further obligation to Executive or her legal representatives. 

  
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 (c) Cause; Other than for Good Reason. 

(i) If Executive’s employment shall be terminated by the Company for Cause, then the Companies shall have no further
obligations to Executive other than for payment of the Accrued Obligations and any indemnification rights she may have pursuant to Section 9. 
 (ii) If Executive’s employment shall be terminated by Executive without Good Reason during the Initial Period, then the Companies shall pay Executive the Accrued Obligations and the Initial Period
Severance Benefit. The Company shall pay the Executive the Accrued Obligations and Initial Period Severance Benefit in accordance with the payment terms set forth in Section 4(a)(i) and 4(a)(ii)(A), respectively. Executive will continue to
maintain any indemnification rights she may have pursuant to Section 9. 
 (iii) If Executive’s
employment shall be terminated by Executive without Good Reason after the Initial Period, then the Companies shall have no further obligations to Executive other than for payment of the Accrued Obligations and any indemnification rights she may have
pursuant to Section 9. 
 (d) Separation Agreement and General Release. The Company’s
obligations to make payments under Sections 4(a)(ii), 4(b) or 4(c)(ii) are conditioned on Executive’s or her legal representative’s executing a separation agreement and general release of claims against the Companies and their respective
affiliates (and their respective officers and directors) in a form substantially similar to that attached hereto as Exhibit A, subject to changes as may be warranted to be made to such release to preserve the intent thereof for changes in
applicable laws; provided, that, if Executive should fail to execute (or revokes) such release within 60 days following the Date of Termination, the Company shall not have any obligation to provide the payments contemplated under this
Section 4. The Initial Period Severance Benefit, or any Severance Payments, shall be paid in full or begin to be paid, as the case may be, on the first payroll period occurring after Executive executes such release and Executive does not revoke
such release within 7 days after executing such release; provided, further, that, if the Date of Termination occurs within the last 60 days of any calendar year, then (I) the Initial Period Severance Benefit shall be paid,
or (II) any Severance Payments that are otherwise payable during such 60 day period shall be accumulated and paid, as the case may be, on the first payroll period occurring in the calendar year following the Date of Termination subject to
Executive’s (or her legal representative’s) executing and not revoking such separation agreement and release. 
 (e) Notwithstanding the foregoing, if all or any portion of the payments and/or benefits due under Section 4(a), Section 4(b) or Section 4(c) are determined to be “nonqualified
deferred compensation” subject to Section 409A of the Code, and the Company determines that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the final regulations promulgated
thereunder (the 

  
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“Treasury Regulations”) and other guidance issued thereunder, then such payments and/or benefits (or portion thereof) shall commence no earlier than the first day of the seventh
month following Executive’s termination of employment (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been
imposed). For purposes of this Section 4(e), “termination of employment” shall mean Executive’s “separation from service”, as defined in Section 1.409A-1(h) of the Treasury Regulations, including the default
presumptions thereunder. 
 Section 5. Restrictive Covenants. 

(a) Non-Solicitation. During the Employment Period and ending on the third anniversary of the Executive’s
termination of employment with the Company for any reason, Executive shall not directly or indirectly through another person or entity (i) knowingly induce or attempt to induce any employee of the Companies and their respective affiliates
(collectively, the “Affinion Group”) to leave the employ of the Affinion Group, or in any way knowingly interfere with the relationship between the Affinion Group, on the one hand, and any employee thereof, on the other hand,
(ii) hire any person who, during the preceding twelve months, was an employee of the Affinion Group; provided, however, in the event such an employee of the Affinion Group is hired by a company or entity that employs Executive and Executive did
not knowingly participate in the solicitation or hiring of such person, such hire shall not be deemed a breach of this Agreement or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Affinion
Group to cease doing business with the Affinion Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and the Affinion Group, on the other hand. 

(b) Non-Competition. Executive acknowledges that, in the course of her employment with the Affinion Group,
Executive has become familiar, or will become familiar, with the Affinion Group’s “Confidential Information” and that such Executive’s services have been and will be of special, unique and extraordinary value to the Affinion
Group. Therefore, Executive agrees that, during the Employment Period and ending on the second anniversary of Executive’s termination of employment with the Company for any reason (the “Non-Compete Period”), Executive shall
not, directly or indirectly, engage in any business that markets, provides, administers or makes available affinity- based membership programs, affinity-based insurance programs, benefit packages as an enhancement to financial institutions or other
customer accounts or loyalty-based programs (whether as of the date hereof or during the Non-Compete Period), anywhere in the world in which the Affinion Group is doing business. For purposes of this Section 5(b), the phrase “directly
or indirectly, engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect
participation in such enterprise as an employee, consultant, licensor of technology or otherwise; provided, however, that nothing in this Section 5(b) shall prohibit Executive from being a passive owner of not more than 5% of the
outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. 

  
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 (c) Non-Disclosure; Non-Use of Confidential Information. Executive
shall not disclose or use at any time, either during her employment with the Companies or at any time thereafter, any Confidential Information of which Executive is or becomes aware, whether or not such information is developed by her, except to the
extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or as required by law or legal process. Executive will take all appropriate steps to
safeguard Confidential Information in her possession and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of her employment with the Company, or at any time the Company
may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the “Work Product” (as defined in Section 5(e)(ii))
of the business of the Affinion Group that Executive may then possess or have under her control. 
 (d)
Proprietary Rights. Executive recognizes that the Affinion Group possesses a proprietary interest in all Confidential Information and Work Product and has the exclusive right and privilege to use, protect by copyright, patent or trademark, or
otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Affinion Group and Executive in writing. Executive expressly agrees that any Work Product made or developed
by Executive or her agents during the course of Executive’s employment, including any Work Product which is based on or arises out of Work Product, shall be the property of and inure to the exclusive benefit of the Affinion Group. Executive
further agrees that all Work Product developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of her employment with the Companies, or involving the use of the time, materials or other
resources of the Affinion Group, shall be promptly disclosed to the Affinion Group and shall become the exclusive property of the Affinion Group, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the
foregoing. 
 (e) Certain Definitions. 

(i) As used herein, the term “Confidential Information” means information that is not generally known to
the public (but for purposes of clarity, Confidential Information shall never exclude any such information that become known to the public because of Executive’s unauthorized disclosure) and that is used, developed or obtained by the Affinion
Group in connection with its business, including, but not limited to, information, observations and data obtained by Executive while employed by the Affinion Group or any predecessors thereof concerning (A) the business or affairs of the
Affinion Group, (B) products or services, (C) fees, costs and pricing structures, (D) designs, (E) analyses, (F) drawings, photographs and reports, (G) computer software, including operating systems, applications and
program listings, (H) flow charts, manuals and 

  
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documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether
or not reduced to practice, (L) customers and clients and customer or client lists, (M) other copyrightable works, (N) all production methods, processes, technology and trade secrets, and (O) all similar and related information
in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public (except as a result of Executive’s unauthorized disclosure) prior to the date Executive proposes to
disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features
comprising such information have been published in combination. 
 (ii) As used herein, the term “Work
Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related
information (whether patentable or unpatentable) that relates to the Affinion Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive
(whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Companies together with all patent applications, letters patent, trademark, trade name and service mark applications
or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. 
 Section 6.
Non-Disparagement. During the period commencing on the Effective Date and continuing until the third anniversary of the Executive’s termination of employment for any reason, neither Executive nor her agents, on the one hand, nor the
Companies formally, or their respective senior executives or board of directors, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages
the other (including, in the case of communications by Executive or her agents, any of the Companies’ officers, directors or employees). The foregoing shall not be violated by truthful responses to legal process or governmental inquiry or by
private statements to any of the Companies’ officers, directors or employees; provided, that in the case of Executive, such statements are made in the course of carrying out her duties pursuant to this Agreement. 

  
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 Section 7. Severance Payments. In addition to the foregoing, and not in any way
in limitation of any right or remedy otherwise available to the Affinion Group, if Executive violates Section 5 or Section 6 hereof, any Severance Payments or Initial Period Severance Benefit then or thereafter due from the Company to
Executive shall be terminated immediately and the Company’s obligation to pay and Executive’s right to receive such Severance Payments or Initial Period Severance Benefit shall terminate and be of no further force or effect. 

Section 8. Executive’s Representations, Warranties and Covenants. 

(a) Executive hereby represents and warrants to the Companies that: 

(i) Executive has all requisite power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and this Agreement has been duly executed by Executive; 
 (ii) the execution,
delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party
or any judgment, order or decree to which Executive is subject; 
 (iii) Executive is not a party to or bound by
any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any other person; 

(iv) upon the execution and delivery of this Agreement by the Companies and Executive, this Agreement will be a legal,
valid and binding obligation of Executive, enforceable in accordance with its terms; 
 (v) Executive understands
that the Companies will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance; and 

(vi) as of the date of execution of this Agreement, Executive is not in breach of any of its terms, including having
committed any acts that would form the basis for a Cause termination if such act had occurred after the Effective Date. 
 (b) The Companies hereby represent and warrant to Executive that: 

(i) the Companies have all requisite power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and this Agreement has been duly executed by the Companies; 
 (ii) the
execution, delivery and performance of this Agreement by the Companies does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the
Companies are a party or any judgment, order or decree to which the Companies are subject; 

  
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 (iii) upon the execution and delivery of this Agreement by the Companies and
Executive, this Agreement will be a legal, valid and binding obligation of the Companies, enforceable in accordance with its terms; and 
 (iv) the Companies understand that Executive will rely upon the accuracy and truth of the representations and warranties of the Companies set forth herein and the Companies consent to such reliance.

 Section 9. Indemnification. The Company shall secure directors’ and officers’ liability insurance for
the benefit of Executive on terms at least equal to those applicable to the other directors and officers of the Company (which insurance, for Executive, shall provide for advancement of defense costs) and shall indemnify Executive to the maximum
extent permitted under the General Corporate Law of Delaware. The Company shall use its reasonable efforts to maintain and secure Employed Attorney insurance for the benefit of Executive. 

Section 10. General Provisions. 
 (a) Severability. It is the desire and intent of the Parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if
the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable
provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 

(b) Entire Agreement and Effectiveness. Effective as of the Effective Date, this Agreement embodies the complete
agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to
the subject matter hereof in any way (including any employment or similar agreement with Webloyalty.com, or its affiliates, but excluding any stock options or awards granted under any equity compensation plans maintained by the Company or
Webloyalty.com). 
 (c) Successors and Assigns. 

(i) This Agreement is personal to Executive and without the prior written consent of the Companies shall not be assignable
by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. 

  
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 (ii) This Agreement shall inure to the benefit of and be binding upon the
Companies and their respective successors and assigns. The Companies will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Companies
to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place. As used in this Agreement, “Companies” shall mean
the Companies as hereinbefore defined and any successor to their business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise. 

(d) Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN
FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME
OTHER JURISDICTION WOULD ORDINARILY APPLY. 
 (e) Enforcement. 

(i) Arbitration. Except for disputes arising under Sections 5 and 6 of this Agreement (including, without
limitation, any claim for injunctive relief), any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the Parties are unable to resolve by mutual
agreement, shall be settled by submission by either Executive or the Companies of the controversy, claim or dispute to binding arbitration in New York (unless the Parties agree in writing to a different location), before a single arbitrator in
accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. In any such arbitration proceeding the Parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award
made by the arbitrator shall be final, binding and conclusive on all Parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Each party shall bear its or her costs and expenses in any such
arbitration and one-half of the arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party reimbursement of its or her reasonable attorney’s fees and
costs. 

  
 13 









 (ii) Remedies. All remedies hereunder are cumulative, are in addition
to any other remedies provided for by law and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any
other remedy. 
 (iii) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARJSING OUT OF OR RELATING TO THIS AGREEMENT. 

(f) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written
consent of the Companies and Executive and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this
Agreement or any provision hereof. 
 (g) Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address
below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered
personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit for overnight delivery with a reputable overnight courier service. 

If to the Companies, to: 
 Affinion Group Holdings, Inc. 
 6 High Ridge Park 

Stamford, CT 06905 
 Facsimile: (203) 956-1021 
 Attention: Chief Executive Officer 

with a copy (which shall not constitute notice) to: 
 Akin Gump Strauss Hauer & Feld LLP 
 One Bryant Park 

New York, NY 10036 
 Facsimile: (212) 872-1002 
 Attention: Adam Weinstein, Esq. 

If to Executive, to: 
 Executive’s home address most recently on file with the Company. 

  
 14 









 (h) Withholdings Taxes, The Company may withhold from any amounts
payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 
 (i) Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained herein shall survive the consummation of the transactions contemplated hereby
indefinitely. 
 (j) Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement. All references to a “Section” in this Agreement are to a section of the Agreement unless otherwise noted. 

(k) Construction. Where specific language is used to clarify by example a general statement contained herein, such
specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express
their mutual intent, and no rule of strict construction shall be applied against any party. 
 (l) Code
Section 409A. If any payments of compensation or benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if
deferral will make such payment or other benefits compliant with Section 409A of the Code; otherwise, such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable
to Executive, that does not cause such an accelerated or additional tax. In no event will the Companies, their executives, directors, officers, agents or representatives have any liability for this Agreement’s failure to be exempt from or
comply with Code Section 409A and such parties do not guarantee such compliance. Executive shall have no legally binding right to any distribution or payment made to her in error. 

(m) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an
original and all of which taken together constitute one and the same agreement. 
 [SIGNATURE PAGE FOLLOWS] 

  
 15 









 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first written above. 
  

			
	AFFINION GROUP HOLDINGS, INC.
		
	By:	 	/s/ Nathanial Lipman
		 	Name: Nathaniel Lipman
		 	Title: Chief Executive Officer


  

			
	AFFINION GROUP, INC.
		
	By:	 	/s/ Nathanial Lipman
		 	Name: Nathaniel Lipman
		 	Title: Chief Executive Officer


  

			
	SLOANE LEVY
		
	Signature:	 	/s/ Sloane Levy


 [Signature Page to Employment Agreement - Levy] 







 EXHIBIT A 

GENERAL RELEASE 
 1 Termination of Employment. Sloane Levy (“Executive”) acknowledges that her last day of employment with Affinion Group Holdings, Inc. (together with Afflnion Group, Inc., the
“Company”) is                     (the “Termination Date”). 

2. Full Release. For the consideration set forth in the Employment Agreement, by and between the Company and Executive, dated as
of                     , 201     (the “Employment Agreement”) and for other fair and valuable
consideration therefor, Executive, for herself, her heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges the Company, its parents,
subsidiaries, affiliates, insurers, successors, and assigns, and their respective officers, directors, officers, employees, and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein
as the “Company Entities”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors
have, from the beginning of time through the date of this General Release, against the Company Entities arising out of or in any way related to Executive’s employment or termination of her employment; provided, however, that this
shall not be a release with respect to any amounts and benefits owed to Executive pursuant to the Employment Agreement upon termination of employment, vested and accrued amounts under employee benefit plans of the Company, or Executive’s right
to indemnification and directors and officers insurance as provided in Section 9 of the Employment Agreement. 
 3.
Waiver of Rights Under Other Statutes. Executive understands that this General Release waives all claims and rights Executive may have under certain federal, state and local statutory and regulatory laws, as each may be amended from time to
time, including, but not limited to, the Age Discrimination in Employment Act (including the Older Workers Benefit Protection Act) (“ADEA”), Title VII of the Civil Rights Act; the Employee Retirement Income Security Act of 1974; the
Equal Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Worker Adjustment and Retraining Notification Act; the Connecticut Fair Employment Practices Act; and all other statutes, regulations, common law, and other laws
in any and all jurisdictions (including, but not limited to, Connecticut) that in any way relate to Executive’s employment or the termination of her employment. 
 4. Informed and Voluntary Signature. No promise or inducement has been made other than those set forth in this General Release. This General Release is executed by Executive without reliance on any
representation by Company or any of its agents. Executive states that that she is fully competent to manage her business affairs and understands that she may be waiving legal rights by signing this General Release. Executive hereby acknowledges that
she has carefully read this General Release and has had the opportunity to thoroughly discuss the terms of this General Release with legal counsel of her choosing. Executive hereby acknowledges that she fully understands the terms of this General
Release and its final and binding effect and that she affixes her signature hereto voluntarily and of her own free will. 







 5. Waiver of Rights Under the Age Discrimination Act. Executive
understands that this General Release, and the release contained herein, waives all of her claims and rights under the ADEA. The waiver of Executive’s rights under the ADEA does not extend to claims or rights that might arise after the date
this General Release is executed. The monies to be paid to Executive are in addition to any sums to which Executive would be entitled without signing this General Release. For a period of seven (7) days following execution of this General
Release, Executive may revoke the terms of this General Release by a written document received by the Chief Executive Officer of the Company no later than 11:59 p.m. of the seventh day following Executive’s execution of this General Release.
This General Release will not be effective until said revocation period has expired. Executive acknowledges that she has been given up to [21/45]1 days to decide whether to sign this General Release. Executive has been advised to consult with an attorney prior to
executing this General Release and has been given a full and fair opportunity to do so. 
 6. Miscellaneous. 

(a) This General Release shall be governed in all respects by the laws of the State of Connecticut without regard to the
principles of conflict of law. 
 (b) In the event that any one or more of the provisions of this General Release
is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this General
Release is held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law. 

(c) This General Release may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. 
 (d) The paragraph headings used in this
General Release are included solely for convenience and shall not affect or be used in connection with the interpretation of this General Release. 
 (e) This General Release and the Employment Agreement represent the entire agreement between the parties with respect to the subject matter hereof (excluding any stock options or awards granted under any
equity compensation plans maintained by the Company or Webloyalty.com) and may not be amended except in a writing signed by the Company and Executive. If any dispute should arise under this General Release, it shall be settled in accordance with the
terms of the Employment Agreement. 
 (f) This General Release shall be binding on the executors, heirs,
administrators, successors and assigns of Executive and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Company Entities and the Releasors.

  

	1 	 Insert 45 days in the event of a layoff of two or more employees. 



  
 2 








 IN WITNESS WHEREOF, the Parties hereto have executed this General Release on this
     day of                     . 

 

			
	AFFINION GROUP HOLDINGS, INC.
		
	By:	 	 
		 	Name: Nathaniel Lipman
		 	Title: Chief Executive Officer


  

			
	AFFINION GROUP, INC.
		
	By:	 	 
		 	Name: Nathaniel Lipman
		 	Title: Chief Executive Officer


  

			
	SLOANE LEVY
		
	Signature: