EX-10.1






SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS




This Separation Agreement and General Release of Claims (hereinafter “Agreement”) is entered
into by and between Dwayne Tucker (hereinafter “Executive”) and ADS Alliance Data Systems, Inc
(“Alliance Data”).



WHEREAS, effective September 30, 2009 (“Termination Date”), Executive’s employment at Alliance
Data will terminate;



WHEREAS, Executive and Alliance Data desire to compromise, settle and forever resolve and
dispose of all differences and potential claims and controversies between them and to insure that
certain post-employment Protective Covenants (defined below) are honored; and



WHEREAS, all words used in this Agreement will have their plain meaning in ordinary English;
and



WHEREAS, this Agreement shall become effective following the expiration of the Revocation
Period (as defined below) (the “Effective Date”).



NOW, THEREFORE, in consideration of the foregoing promises and other good and sufficient
consideration contained hereinafter, the parties agree as follows:



I. SEPARATION PAYMENTS




Executive shall be paid an amount that, in conjunction with the other benefits described in
this Agreement, is intended to satisfy any and all applicable statutory obligations as well as
provide consideration for this Agreement. The Separation Payments described below shall be based
on a reduced base salary that is $300,000.00 per year (“Reduced Base Salary”). The payments
described below will supersede any and all other entitlements under law or that may be described in
any and all other agreements executed prior to this date between Executive and Alliance Data as it
relates to an amount due and owing upon termination, including but not limited to severance pay and
any amount associated with post-termination restrictions.



A. Release Payment. Payments totaling an amount equal to twenty (20) weeks of
Executive’s Reduced Base Salary, (less applicable taxes and withholdings) shall be made in
consideration of the release and waiver of claims provided for in Article III and Executive’s
agreement not to contest the Protective Covenants in Article IV (the “Release Payment”). The
Release Payment amount shall be divided into ten (10) substantially equal bi-weekly installment
payments paid on regular payroll dates commencing on the first payroll date after the expiration of
the later of the Revocation Period referred to in Article III(F) or the Termination Date;



B. Protective Covenants Payment. Payments totaling an amount equal to Fifty-Eight
(58) weeks of Executive’s Reduced Base Salary (less applicable taxes and withholdings) shall be
paid in consideration of the agreements and promises made by Executive in Article IV (the
“Protective Covenants Payment”) and his ongoing compliance with those promises. The Protective
Covenants Payment will be divided into twenty-nine (29) substantially equal bi-weekly installment
payments paid on regular payroll dates commencing on the first payroll date after the Release
Payment has been paid in full.



Collectively, the seventy-eight (78) week period comprised of the twenty (20) week period
during which the Release Payment is made and the fifty-eight (58) week period during which the
Protective Covenants Payment is made are referred to herein as the “Payment Period”.



C. 2009 Incentive Compensation. In further consideration for Executive entering into
this Agreement, Alliance Data agrees to pay to Executive incentive compensation with respect to the
2009 fiscal year in an amount equal to that which Executive would have received had he been
employed on the date such incentive compensation is ultimately paid to other executives; provided,
however, that such amount shall not exceed $351,000.00. Such payment, less required withholdings,
will be made on or before February 28, 2010.



D. 2010 Incentive Compensation. In further consideration for Executive entering into
this Agreement, Alliance Data agrees to pay to Executive incentive compensation with respect to the
2010 fiscal year in an amount equal to that which Executive would have received had he been
employed on the date such incentive compensation is ultimately paid to other executives (based on a
target IC of 100% of the Reduced Base Salary of $300,000); provided, however, that such amount
shall not exceed $300,000.00. Such payment, less required withholdings, will be made on or before
February 28, 2011.



Executive agrees that if Executive is rehired in an officer role by Alliance Data prior to the
expiration of the Payment Period or prior to the payment of any payment under Article I (B), (C),
and (D) hereunder being made to Executive, Alliance Data shall have no further obligation to pay
Executive under this Agreement under Article I (B), (C) and (D). The Release Payments shall
continue to be made regardless of the date of rehire, unless rehire occurs prior to the expiration
of the Revocation Period.



E. Excise Taxes. In the event it shall be determined that any payment made pursuant
to the terms of this Agreement (a “Payment”), is subject to the excise tax imposed by Section 4999
of the Internal Revenue Code or any interest or penalties with respect to such excise tax (such
excise tax, together with such interest and penalties, are collectively referred to as the “Excise
Tax"), then the Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of the Excise Tax, including any
income tax (whether federal, state, or local), employment tax or Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment. Alliance Data shall, within thirty (30) days of receipt of a written
request and appropriate documentation from Executive, pay the Gross-Up Payment to Executive.
Notwithstanding the foregoing, Executive’s right to any Gross-Up Payment is contingent on Alliance
Data’s receipt of a written request and appropriate documentation from Executive no less than 30
days before the last day of the calendar year next following the calendar year in which Executive
remits the related taxes to the applicable taxing authority. Should Alliance Data or its successor
so request, Executive will appeal the taxing authority’s decision, provided that if Executive
incurs legal fees or expenses in doing so, Alliance Data or its successor will promptly reimburse
Executive for all such fees upon receipt of appropriate documentation from Executive. The Company
shall in any event pay any such reimbursement no later than the last day of the calendar year next
following the calendar year in which the taxes that are the subject of such contest are remitted to
the applicable taxing authority, or where as a result of the audit or contest no taxes are
remitted, the end of the calendar year next following the calendar year in which the audit is
completed or there is a final and non-appealable settlement or other resolution of the contest.



F. Short-Term Deferral Exception. Articles I and II and this Agreement will be
administered and interpreted to maximize the short-term deferral exception to Section 409A of the
Internal Revenue Code, and Executive is not permitted to designate, directly or indirectly, the
taxable year of any payment made under this Agreement. The right to a series of installment
payments under this Agreement will be treated as a right to a series of separate payments. Any
installment payment under this Agreement that is paid during the short-term deferral period (as
defined in Treas. Reg. Sec. 1.409A-1(b)(4)) will be treated as a short-term deferral and not
aggregated with other plans or payments. Payment dates provided for in this Agreement are deemed
to incorporate the grace periods provided by Treas. Reg. Sec. 1.409A-3(d).



II. BENEFITS




A. Payment of Wages and Paid Time Off. Alliance Data shall pay to Executive in full
all wages or other compensation, all accrued and unused vacation and all un-reimbursed business
expenses for the period through and including the Termination Date. Alliance Data and Executive
further agree that as of the Termination Date, Executive will not accrue any further vacation time
or pay or other benefits for which Executive was eligible or previously entitled, except for those
benefits expressly continued as set forth in this Agreement.



B. Continuation of Benefits. Commencing on the Termination Date, Alliance Data agrees
to further continue Executive’s health insurance benefits through the end of the Payment Period or
until he is re-employed in a full-time capacity with benefits comparable to those in which
Executive participates as of the date hereof (“Health Insurance Benefit Continuation”). Alliance
Data and Executive shall pay their respective share of the premiums for the health insurance
coverage selected by, and in effect for, Executive during the Health Insurance Benefit Continuation
period. After the expiration of the Health Insurance Benefit Continuation period, Alliance Data
will no longer provide health insurance benefits, including executive benefits for Executive.



C. Equity.



1. Stock Options.



(a) Vested. Alliance Data agrees that Executive’s options to acquire shares of
Alliance Data Systems Corporation (“ADSC”) common stock (“Options”) which are or shall become
vested on or prior to the Termination Date shall be exercisable until ninety (90) days after the
expiration of the Payment Period.



(b) Unvested. Alliance Data agrees that the 4,245 Options identified as
SOP053YG239134 granted on 2/21/2007 shall continue to vest during the Payment Period and shall be
exercisable until ninety (90) days after the expiration of the Payment Period.



2. Time-Based Restricted Stock Units (“TBRSU”). Alliance Data agrees that the 1,805
TBRSU’s identified as RSU053YG239134 granted on 2/21/2007 and the 32,858 TBRSU’s identified as
TBRSUUS0839566 granted on 2/21/2008 will continue to vest during the Payment Period pursuant to the
terms of each applicable restricted stock unit agreement.



3. 2008 Performance-Based Restricted Stock Units. Executive agrees and acknowledges
that the 40,160 performance-based restricted stock units identified as PBRSUUS0839566 granted on
4/28/2008 shall be forfeited as of the Termination Date.



4. 2009 Performance-Based Restricted Stock Units. Alliance Data agrees to vest 6,600
of the 20,000 performance-based restricted stock units identified as PBRSUUS09339867 on 2/23/2010
provided the performance criteria associated with such units are met and Executive agrees that the
remaining 13,400 PBRSU’s shall be forfeited and canceled as of the Termination Date.



D. Special Retention Award. Alliance Data agrees to vest 2,427 restricted stock units
of the remaining 4,853 Special Retention Award identified as RSU07PBSA39134 on February 21, 2010
and Executive agrees that the remaining 2,426 restricted stock units shall be forfeited and
canceled as of the Termination Date. Alliance Data further agrees to pay Executive $150,000 of the
$300,000 cash portion of the Special Retention Award originally made on 2/21/2007 and Executive
agrees that the remaining $150,000 cash portion of such Special Retention Award shall be forfeited.
Such payment, less required withholdings, shall be paid no later than February 28, 2010.



E. Stock Transactions. Executive acknowledges and agrees that because of his status
as a Section 16 officer of ADSC, he is required for a period of six (6) months after he was no
longer deemed to be a Section 16 officer to file Securities and Exchange Commission (“SEC”) Forms 4
and 5 to report stock transactions related to ADSC, including, but not limited to, sales and
purchases of ADSC common stock and derivative securities, and the exercise of employee stock
options (“Stock Transactions”). Therefore, to enable timely filing of these forms with the SEC,
which ADSC does on Executive’s behalf, and also to enable ADSC to prepare and make other
disclosures to the SEC related to Executive’s Stock Transactions, Executive agrees to report any
such Stock Transaction made by him to Alan M. Utay, ADSC’s General Counsel, as soon as possible,
but no later than 12:00 Noon Central Time on the day following the day such Stock Transaction is
executed, or provide a legal opinion that such Stock Transaction is not a reportable event
requiring the filing of a Form 4 or 5 or other disclosure. Executive agrees to execute and forward
to ADSC the No Filing Due Statement attached hereto as Exhibit A, or to provide to ADSC all
necessary details to file a Form 5, for receipt no later than January 11 of the year following such
Stock Transaction.



F. Termination of Other Agreements. The parties agree that as of the Termination
Date, the Change in Control Severance Protection Agreement entered into by and between Alliance
Data and Executive on September 25, 2003, as amended by the Joint Amendment to Agreements Providing
for Compensation or Benefits upon Involuntary Severance from Employment entered into by and between
Executive and Alliance Data on December 31, 2008 (as amended, the “Change in Control Agreement”)
and the Offer Letter Dated June 10, 1999 as amended by the Joint Amendment to Agreements Providing
for Compensation or Benefits upon Involuntary Severance from Employment, shall terminate and be of
no further force and effect (together with the Change in Control Agreement, the “Executive
Agreements”).



III. COVENANT NOT TO SUE AND RELEASE OF CLAIMS




A. Covenant Not to Sue. Executive agrees not to file any charges, claims, suits, or
complaints against Alliance Data with any federal, state, provincial or local governmental agency,
or in any court of law, with respect to his employment with, or separation of employment from,
Alliance Data, with respect to any matters whatsoever, which occurred prior to or on the
Termination Date, whether known or unknown to Executive at the time of execution of this Agreement,
with the exceptions of: (a) any claims the law precludes him from waiving by agreement, including
an action challenging the validity of Executive’s release of claims under the Age Discrimination in
Employment Act, 29 U.S.C. §621, et seq. (“ADEA”); (b) any claim that Alliance Data breached its
commitments under this Agreement; (c) any claims with respect to any vested right Executive may
have under any employee pension or welfare benefit plan of Alliance Data, or (d) any rights
Executive has to indemnification under the bylaws or articles of Alliance Data existing as of the
Effective Date or by contract. Items (b), (c), and (d) immediately above shall be excepted from
the release in Article III (B) below.



B. Release of Claims. Executive acquits, releases and forever discharges Alliance
Data, and its predecessors, successors, parent entities, subsidiaries, affiliates, or related
companies, its and their attorneys, officers, directors, employees, former employees, agents,
insurers, and assigns (collectively the “Released Parties”), jointly and severally, from all, and
in all manner of, actions and causes of action, suits, debts, claims and demands whatsoever, in law
or in equity, which he ever had, may now have or may hereafter have with respect to his employment
with, or separation of employment from, Alliance Data, and with respect to any other matter
whatsoever. This release includes, but is not limited to, claims relating to or arising out of the
Sarbanes-Oxley Act; any claims alleging retaliation and/or whistleblower claims; any and all claims
relative to agreements to sponsor for immigrant or non-immigrant positions; any claims for unpaid
or withheld wages, the Executive Agreements, severance pay, benefits, incentive compensation, stock
options, restricted stock units, restricted stock awards, special awards, commissions and/or other
compensation of any kind; or any other claim, regardless of the forum in which it might be brought,
if any, which Executive has, might have, or might claim to have against the Released Parties, or
any of them individually, for any and all injuries, harm, damages, penalties, costs, losses,
expenses, attorneys’ fees, and/or liability or other detriment, if any, whenever incurred, or
suffered by Executive as a result of any and all acts, omissions, or events by the Released
Parties, collectively or individually, through the date Executive executes this Agreement. It is
expressly agreed and understood by Executive that this Agreement and General Release includes,
without limitation, any and all claims, actions, demands, and causes of action, if any, arising
from or in any way connected with the employment relationship between Executive and Alliance Data
and the termination thereof, including any claim of discrimination, retaliation, harassment,
failure to accommodate, wrongful termination, breach of contract, negligence, libel, slander,
wrongful discharge, promissory estoppel, tortious conduct, bonus claims of any nature and kind
whatsoever, any vacation pay entitlement claims, and demands for damages, including any disability
claims, loss of benefit claims, indemnity, costs, interest, loss or injury of every nature and kind
whatsoever and howsoever arising, and/or any claims that this Agreement was procured by fraud or
signed under duress or coercion so as to make the Agreement not binding, including all claims that
were or could have been brought by Executive. Furthermore, Executive asserts that he has been paid
all wages as required by law; he does not have a workplace injury or workers compensation claim
pending and has not suffered any injury that could be the basis for such claim; and he has been
given the required amount of notice under Ontario law prior to his being terminated.



C. Laws Included in Release. Executive agrees that, subject to the exceptions set
forth in Article III (A) of this Agreement, his covenants and releases, as set forth in this
Agreement, include a waiver of any and all rights or remedies which he ever had, may now have, or
may hereafter have against Alliance Data, in tort or in contract, or under any present or future
federal, local or other statute or law, including, but not limited to, the following laws:
statutory or common laws of the State of Texas, or any political subdivision of the State of Texas;
the Texas and United States Constitutions; the Texas Payday Law; the Texas Commission on Human
Rights Act; the National Labor Relations Act, 29 U.S.C. §151, et seq.; Title VII of the 1964 Civil
Rights Act, 42 U.S.C. §2000e, et seq.; the 1866 Civil Rights Act, 42 U.S.C. §1981; the Civil Rights
Act of 1991, P.L. 102-166; the Americans With Disabilities Act, 42 U.S.C. §12101, et seq.; the
Occupational Safety & Health Act of 1970, 29 U.S.C. §553, et seq.; the Fair Labor Standards Act of
1938, 29 U.S.C. §201, et seq.; the Family & Medical Leave Act of 1993, 29 U.S.C. §2601, et seq.;
the ADEA and the Older Workers Benefit Protection Act, 29 U.S.C. §621, et seq., 29 U.S.C. §621, et
seq.; the Equal Pay Act, 29 U.S.C. §206(d); the Employee Retirement Income Security Act of 1974, 29
U.S.C., §1001, et seq.; Texas’s Workers’ Compensation Law; the Immigration Reform Control Act; the
Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the
Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. §1161, et seq.; any and all Texas
common law claims, including, but not limited to, any violation of Texas public policy, invasion of
privacy, breach of contract and promissory estoppel.



D. Waiver of Unknown Claims. Executive intends that this Agreement shall bar each and
every claim, demand and cause of action hereinabove specified, whether known or unknown to him at
the time of execution of this Agreement. As a result, Executive acknowledges that he might, in the
future, discover claims or facts in addition to or different from those which he now knows or
believes to exist with respect to the subject matters of this Agreement and which, if known or
suspected at the time of executing this Agreement, may have materially affected the terms of this
Agreement. Nevertheless, Executive hereby waives any right, claim, or cause of action that might
arise as a result of such different or additional claims or facts.



E. Adequacy of Consideration. The parties individually and collectively agree that
the covenants and promises made in Article III of this Agreement are in consideration of the
Release Payment and other promises made hereunder by all parties, and that, but for the execution
of this Agreement, no party would be entitled to the amounts and promises provided for herein.



F. ADEA Release. Executive hereby acknowledges that Executive is knowingly and
voluntarily entering into this Agreement with the purpose of waiving and releasing any claims under
the ADEA (a law which prohibits discrimination on the basis of age) and as such, Executive
acknowledges and agrees that:




	 	1.	 	this Agreement is worded in an understandable way and he has read and fully
understands its terms;






	 	2.	 	any rights or claims arising under the ADEA are specifically waived;






	 	3.	 	claims under the ADEA that may arise after this Agreement is executed are not
waived;






	 	4.	 	the rights and claims waived in this Agreement are in exchange for additional
consideration over and above anything to which Executive was already undisputedly
entitled;






	 	5.	 	Executive has been advised in writing by Alliance Data to consult with an
attorney prior to executing this Agreement;






	 	6.	 	Executive acknowledges that he has been given a twenty-one-day (21-day)
period of time from the date of receipt of this Agreement to consider all of the
provisions of this Agreement, and he does knowingly and voluntarily waive said given
21-day period;






	 	7.	 	Any changes made to this Agreement, whether material or immaterial, will not
restart the running of this twenty-one-day (21-day) period;






	 	8.	 	Executive may revoke this waiver and release of any ADEA (age discrimination)
claims covered by this Agreement within seven days from the date this Agreement is
executed (such seven-day period, the “Revocation Period”)






	 	9.	 	This Agreement shall not become effective until the Revocation Period has
passed and Executive shall not have revoked his waiver and release of any ADEA claim
during the Revocation Period. If Executive revokes this Agreement, Executive will be
deemed not to have accepted the terms of this Agreement and Alliance Data will have no
obligations hereunder; and






	 	10.	 	Executive understands that nothing in this Agreement is intended to interfere
with or deter Executive’s right to challenge the waiver of an ADEA claim or state law
age discrimination claim or the filing of an ADEA charge or ADEA complaint or state
law age discrimination complaint or charge with the Equal Employment Opportunity
Commission or any state discrimination agency or commission, or to participate in any
investigation or proceeding conducted by those agencies. Further, Executive
understands that nothing in this Agreement would require Executive to tender back the
money received under this Agreement if Executive seeks to challenge the validity of
the ADEA or state law age discrimination waiver, nor does Executive agree to ratify
any ADEA or state law age discrimination waiver that fails to comply with the Older
Workers’ Benefit Protection Act by retaining the money received under the Agreement.
Further, nothing in this Agreement is intended to require the payment of damages,
attorneys’ fees or costs to Alliance Data should Executive challenge the waiver of an
ADEA or state law age discrimination claim or file an ADEA or state law age
discrimination suit except as authorized by federal or state law.






	 	11.	 	Notwithstanding the foregoing paragraph, Executive agrees to waive any right
to recover monetary damages in any charge, complaint, or lawsuit against Alliance Data
filed by Executive or by anyone else on Executive’s behalf in the event this Agreement
is not invalidated.




1









IV. PROTECTIVE COVENANTS





	 	A.	 	Protective Covenants.





1. Non-Compete. For a seventy-eight (78) week period beginning on the later of the
expiration of the Revocation Period referred to in Article III (F) or the Termination Date (the
“Protective Covenants Period”), the Executive shall not, within the United States, directly or
indirectly, either alone or in conjunction with another person, in any manner, as an employee,
consultant, director, owner, officer, partner, or in any other role, (a) permit or consent to the
use of his name in the promotion of a competing business enterprise or its activities, or (b)
provide, or agree to provide, services to a competing business enterprise that are similar to the
services Executive provided to Alliance Data or that would involve or otherwise be related to
business planning or strategy, operational decisions, management or supervision, or other
activities where Executive would have material input into the competitor’s business decisions; as
used here a “competing business enterprise” or “competitor” is understood to be any person or
entity engaged in the business of selling or producing goods and/or services that compete with
those of Alliance Data and its Affiliates as of the Termination Date (which includes goods or
services in development but not yet marketed or produced that Executive would have access to
information about as of the Termination Date) such as, but not limited to, marketing services,
underwriting on consumer credit card loans, portfolio management and risk management, development
and management of one to one and coalition loyalty programs, both online and offline, CRM
consulting and strategic planning, database building and management; analytics and modeling;
campaign management; and direct marketing; provided, however, that nothing herein shall prohibit
Executive from owning a non-controlling interest in a competing business, in person or through a
mutual fund or other investment vehicle, through two percent (2%) or less of the common stock of a
publicly traded company so long as the investment is passive and Executive does not play any active
role, directly or indirectly, in the business activities or decisions of the company.




2. Non-Solicitation. Throughout the Protective Covenants Period, Executive shall
not, directly or indirectly, alone or in conjunction with another person in any manner:




(a) solicit or encourage any officer or employee of Alliance Data to leave the
employment of Alliance Data or otherwise interfere with any existing relationship with or
commitment such an individual has to Alliance Data regardless of who first initiates the
first communication;




(b) hire any officer or employee who has left the employment of Alliance Data within
six (6) months of the termination of such officer’s or associate’s employment with Alliance
Data for the benefit of a competing business enterprise unless prior written authorization
has been provided by Alliance Data in advance to do so;




(c) solicit or encourage any independent contractors, suppliers or referral sources
performing services for Alliance Data to cease or modify such performances to the detriment
of Alliance Data or to otherwise harm their relationship with or commitment to Alliance
Data regardless of who first initiates the communication; or




(d) solicit, induce or attempt to induce any customer, collector, sponsor or supplier
of Alliance Data to cease doing business in whole or in part with Alliance Data or solicit
or induce, or attempt to solicit or induce, a customer of Alliance Data to do business with
a competing business enterprise, or otherwise knowingly divert a business opportunity
related to Alliance Data’s line of business away from Alliance Data, regardless of who
first initiates the communication; or




(e) As used herein a “customer” refers to any person or entity that Alliance Data does
business with or is negotiating to do business with as of the Termination Date or has a
reasonable expectation of doing business with as of the Termination based on upon
proposal(s) made in the previous year. Due to his high-level position with Alliance Data,
this definition of restricted customers is reasonable because Executive received
confidential information regarding the entire customer base of Alliance Data and because
all such customers are likely to have associated Executive with the overall goodwill of the
business given his historical position and profile within the company. These aspects of
Executive’s employment with Alliance Data would give Executive an unfair competitive
advantage in soliciting the customers of Alliance Data if he were not restricted as
provided for above.



B. Non-Disparagement. Executive agrees that from and after the Effective Date,
Executive will not make or publish any statement, written or oral, disparaging the reputation of
Alliance Data, any of its present or future employees, officers, shareholders, subsidiaries or
affiliates, or any of Alliance Data’s respective businesses or products. Executive further agrees
not to initiate or respond to press inquiries about Executive’s separation from Alliance Data
without the prior agreement of Alliance Data.



C. Protection of Confidential Information and Intellectual Property.



1. Definitions. For purposes of this Agreement, the phrase “Confidential Information”
means all information, including all documents and other tangible items which record information,
whether on paper or in electronic or other storage form, in computer readable format or otherwise,
relating to Alliance Data, its Affiliates, its customers, Alliance Data’s Business and/or to the
business of any of its Affiliates or customers, including, without limitation, all data of any kind
whatsoever; know-how; experience; expertise; business plans; ways of doing business; business
results or prospects; financial books, data and plans; pricing; supplier information and
agreements; investor or lender data and information; business processes (whether or not the subject
of a patent), computer software and specifications therefore; leases; and any and all agreements
entered into by Alliance Data or its Affiliates and any information contained therein; database
mining and marketing; customer relationship management programs; any technical, operating, design,
economic, client, customer, consultant, consumer or collector related data and information,
marketing strategies or initiatives and plans which at the time or times concerned is either
capable of protection as a trade secret or is considered by Alliance Data or its Affiliates or
customers to be of a confidential nature and is supplied to or obtained by Executive whether in the
form of specifications, written or electronic data, drawings, or disclosed orally or otherwise.



“Affiliate(s)” means any entity directly or indirectly controlling, controlled by, or
under direct or indirect common control with Alliance Data.



2. Executive’s Obligations.



Executive shall, regardless of when the Confidential Information was or is received by
Executive:




(a) hold in confidence all Confidential Information and not reveal any Confidential
Information to any other person without the prior written approval of a senior officer of
Alliance Data;




(b) use the Confidential Information only to perform Executive’s duties and functions as
an Executive of Alliance Data as directed by Alliance Data, and not use such Confidential
Information for any other purpose;




(c) keep all Confidential Information secret and confidential and diligently protect all
Confidential Information against loss, and prevent unauthorized use or reproduction thereof;
and




(d) if requested by Alliance Data, or immediately upon termination of employment,
return to Alliance Data all Confidential Information, all copies (including backup copies),
reproductions, reprints and translations thereof, whether written, electronic or otherwise,
in the possession of, or under the control of, the Executive.




3. Exceptions. The provisions of Section 2 shall not apply to:




(a) Confidential Information which is or becomes generally available to the public
through legal and proper means (use or disclosure by Executive in violation of this
Agreement shall not be considered proper means); or




(b) Confidential Information which was available to Executive on a non-confidential
basis prior to the date hereof from a person other than Alliance Data or its Affiliates or
customers who was not otherwise bound by confidentiality obligations to Alliance Data or
its Affiliates or customers and was not otherwise prohibited from disclosing the
information to Executive; or




(c) Confidential Information which becomes available to Executive on a
non-confidential basis from a person other than Alliance Data or its Affiliates or
customers who is not otherwise bound by confidentiality obligations to Alliance Data or its
affiliates or customers and is not otherwise prohibited from disclosing the information to
Executive; or




(d) Confidential Information which the Executive is required by law to disclose, in
which case, Executive will provide Alliance Data with notice of such obligation immediately
to allow Alliance Data to seek such intervention as it may deem appropriate to prevent such
disclosure including and not limited to initiating legal or administrative proceedings
prior to disclosure.



4. Alliance Data Intellectual Property.



(a) Executive acknowledges and agrees that Alliance Data or its Affiliates are the sole owner
of the Confidential Information (except Confidential Information owned by customers).



(b) Executive acknowledges and agrees that all inventions, formulas, techniques, processes,
concepts, systems, programs, customer lists, compilations, and other intellectual property (whether
or not patentable, patented, copyrighted, or subject to or susceptible of formal intellectual
property protection under the laws of any jurisdiction and whether or not made during working
hours) made or conceived by Executive solely or jointly with other person(s) during the term of
Executive’s employment with Alliance Data that relate to activities or proposed activities of
Alliance Data or its Affiliates or that result from work performed by Executive for Alliance Data
or its Affiliates or that involve the use of tools, equipment, personnel or other resources of
Alliance Data or its Affiliates (collectively “Alliance Data Intellectual Property”) shall be the
property of Alliance Data.



(c) Executive agrees to promptly disclose in writing to Alliance Data all Alliance Data
Intellectual Property and hereby assigns all right, title, and interest in Alliance Data
Intellectual Property in any and all countries to Alliance Data or its nominee. Executive further
agrees, when requested, to carry out the intent and purpose of the assignment by: (i) executing
oaths, declarations, assignments, powers of attorney and other papers; (ii) communicating to
Alliance Data all facts known to Executive relating to Alliance Data Intellectual Property, and the
history thereof; and (iii) complying with requests of Alliance Data for perfecting title to
Alliance Data Intellectual Property in Alliance Data, and for securing, maintaining and enforcing
protection for Alliance Data Intellectual Property.



(d) Executive shall not be entitled to use Alliance Data Intellectual Property for Executive’s
benefit or the benefit of anyone except Alliance Data without written permission from Alliance Data
and then only subject to the terms of such permission. Executive acknowledges that nothing herein
is intended to give Executive any rights to, ownership interest in, or license with respect to, any
of the Confidential Information, any Alliance Data Intellectual Property, or any patent, trademark
or copyright. Executive waives any moral rights which Executive may have in and to such work.



D. Cooperation. Executive agrees that from and after the date hereof he will make
himself available to assist Alliance Data as reasonably requested, taking into account Executive’s
other professional obligations, regarding prior business arrangements or pending litigation or
litigation which may arise in the future concerning matters about which he has or had personal
knowledge or which were within the purview of his responsibilities.  Executive agrees to assist in
the prosecution or defense of such claims involving Alliance Data, or any of its subsidiaries or
affiliates, or any of their officers, directors, employees, or agents, whether or not such claims
involve litigation.  This assistance may include but is not limited to participation in interviews,
development of factual matters and the giving of documentation and/or testimony, whether by oral
testimony, affidavit, at trial or otherwise.



E. No Contest. In consideration for the Release Payment, Executive waives and
releases any claim that the covenants in Article IV(A), (B), (C), and (D) (the "Protective
Covenants") are unenforceable as written and agrees not to sue, cause or permit another person to
sue for his benefit, or otherwise pursue a claim that the Protective Covenants are not enforceable
as written. The post-employment restrictions in the Long Term Incentive Plans (“LTI Plans”)
applicable to Executive shall survive any revocation of this Agreement by Executive.
Notwithstanding anything herein to the contrary, this Agreement shall be read so as to supplement
the LTI Plans and not to replace or eliminate them.



F. Injunctive Relief. Executive agrees that a violation of the Protective Covenants
would cause irreparable harm to Alliance Data that cannot be fully and effectively remedied through
monetary damages or compensation. Therefore, Executive agrees that in addition to, and not in lieu
of, any damages which Alliance Data may be entitled to as a legal remedy, Alliance Data shall also
be entitled to such injunctive relief (temporary, preliminary, permanent or otherwise) as is needed
to prevent further violations of this Agreement and to return the parties to the status quo prior
to such violation where possible, and Alliance Data shall be entitled to specific enforcement of
this Agreement. Executive further agrees that Alliance Data’s recoverable remedies for a violation
of Article IV of this Agreement shall include attorneys’ fees, court costs and expenses incurred by
Alliance Data in the enforcement of this Article.



G. Cessation of Payments. In the event that Executive materially breaches one or more
of the covenants set forth in Article IV, as reasonably determined by Alliance Data, then Alliance
Data shall have the right to cease making the Protective Covenants Payments provided for herein and
shall have no further obligations to Executive under this Agreement. The Protective Covenant
Payments are contingent upon continued compliance with Protective Covenants. Cessation of payments
pursuant to this provision shall not cause any of Executive’s obligations under this Agreement or
the LTI Plans to end.



H. Return of Payments. Executive’s agreement to comply with all of the Protective
Covenants and agreement to waive any contest to the enforceability of the Protective Covenants as
written, and Alliance Data’s agreement to make Protective Covenant Payments to Executive are
mutually dependent obligations. Accordingly, in the event that any portion of the Protective
Covenants deemed material by Alliance Data is challenged by Executive and found to be
unenforceable, then Executive shall, at the election of Alliance Data, be required to immediately
return all of the Protective Covenant Payments to Alliance Data (less any taxes paid thereon by
Executive).



V. MISCELLANEOUS




A. No Assignment. Executive hereby represents and warrants that Executive has not
assigned or otherwise transferred to any other person or entity any interest in any claim, demand,
action and/or cause of action Executive has, or may have, or may claim to have against any Released
Party. Executive agrees to indemnify and hold harmless all of the Released Parties from any and
all injuries, harm, damages, costs, losses, expenses and/or liability, including reasonable
attorneys’ fees and court costs, incurred as a result of any claims or demands which may hereafter
be asserted against any such Released Parties by, through, or by virtue of an assignment or other
transfer by Executive.



B. No Right to Re-Employment. Executive acknowledges and agrees that by signing this
Agreement, Executive is hereby releasing and forever waiving any right to re-employment or
reinstatement with Alliance Data in any capacity; although nothing herein shall prevent Alliance
Data from re-employing Executive should Alliance Data, in its own discretion, decide to re-employ
Executive.



C. No Admission of Liability. This Agreement, the offer of this Agreement and
compliance with this Agreement shall not constitute or be construed as an admission by the Released
Parties, or any of them individually, of any wrongdoing or liability of any kind or an admission by
any party (Executive or Released Parties). This Agreement shall not be admissible in any judicial,
administrative or other proceeding or cause of action as an admission of liability or for any
purpose other than to enforce the terms of this Agreement.



D. Terms of Agreement Confidential. Except as provided below, unless otherwise
authorized in writing by Alliance Data, Executive may not disclose the fact that the parties have
entered into this Agreement or any of the information contained herein. Notwithstanding the
foregoing, Executive may make such disclosure to Executive’s spouse, attorneys and tax advisors
(the “Authorized Parties”), provided that Executive advises the Authorized Parties of the
restrictions of this section and obtains the agreement of the Authorized Parties to the terms of
same. This Agreement is not intended to prohibit or interfere with Executive’s ability to respond
to or cooperate with any governmental agency request or subpoena or court order. However, in the
event Executive receives such a subpoena or order, Executive agrees to provide such notice of the
subpoena or order within five (5) days of Executive’s receipt of such subpoena or order to the
attention of General Counsel, Alliance Data at 17655 Waterview Parkway, Dallas, TX 75252. In
addition, during the Protective Covenants Period, prior to accepting any new position of employment
or agreeing to perform services for a person or entity that competes with Alliance Data, Executive
shall provide the prospective employer with a copy of Article IV of this Agreement. This
confidentiality obligation will cease to apply at the point in time where this Agreement is made
public by Alliance Data through a filing with the SEC if the Agreement is one that is filed of
public record with the SEC.



E. Contractual Agreement; Governing Law. The parties agree that the terms of this
Agreement are contractual in nature and not merely recitals and shall be governed and construed, as
applicable, in accordance with the laws of the State of Texas. The parties further agree that
should any part of this Agreement be declared or determined by a court of competent jurisdiction to
be illegal, invalid or unenforceable, the parties intend the legality, validity and enforceability
of the remaining parts shall not be affected thereby, and the said illegal, invalid or
unenforceable part shall be deemed not to be part of this Agreement. The venue to decide any
disputes arising under this Agreement shall be in Dallas County, Texas, and Executive waives any
and all objections to the exercise of jurisdiction over him by such courts. Nothing in this
Agreement is intended, or shall be found to reduce or eliminate any common law or statutory duties
Executive may have to Alliance Data as a result of Executive’s past position with the company such
as but not limited to Executive’s ongoing duty to protect trade secrets; all such duties and
related remedies are preserved.



F. Successors. This Agreement shall be binding upon and the benefits shall inure to
the benefit of Executive and Executive’s heirs, and to Alliance Data and its respective successors
and assigns without the need for any further approval by either party.



G. Waivers. No waiver of any of the terms of this Agreement shall be valid unless in
writing and signed by the party to this Agreement against whom such waiver would be enforced. The
waiver by any party hereto of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach by any party, nor shall any waiver operate or be construed as a
rescission of this Agreement.



H. Notices. All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed to have been delivered on the date personally
delivered or on the date deposited in a receptacle maintained by the United States Postal Service
for such purpose, postage prepaid, by certified mail, return receipt requested, and addressed as
follows:




If to Alliance Data:



ADS Alliance Data Systems, Inc.



17655 Waterview Parkway



Dallas, TX 75252



Attn: General Counsel




If to Executive: at the address set forth below Executive’s signature on the signature
page hereto, with a copy to:



Either party hereto may designate a different address by providing written notice of such new
address to the other party hereto.



I. Entire Agreement. Executive agrees that in executing this Agreement, Executive
does not rely and has not relied on any document, representation or statement, whether written or
oral, other than those specifically set forth in this Agreement and in any applicable Alliance Data
benefit plans. Except where otherwise expressly provided for herein and in such benefit plans, the
parties agree that this Agreement and any attachments, schedules, or exhibits hereto constitute the
entire agreement between Executive and Alliance Data, supersede any and all prior agreements or
understandings, written or oral, pertaining to the subject matter of this Agreement, and contain
all the covenants and agreements in any manner whatsoever between the parties with respect to such
matters. No oral understandings, statements, promises or inducements contrary to the terms of this
Agreement exist. This Agreement cannot be changed or terminated orally, but may be changed only
through written addendum executed by both parties.



J. Mutual Drafting. The wording in this Agreement was reviewed and accepted by both
parties after reasonable time to review with legal counsel, and neither party shall be entitled to
have any wording of this Agreement construed against the other party as the drafter of the
Agreement in the event of any dispute in connection with this Agreement.



K. Return of Alliance Data Property. Executive represents and agrees that on or
before the Termination Date, Executive will return to Alliance Data all Alliance Data property
within Executive’s possession or control, including, but not limited to, beepers, keys, access
cards, computers and peripheral equipment, software, automobiles, equipment, customer lists, forms,
plans, documents, and other written and computer material, and copies of the same, belonging to
Alliance Data, or any of their customers, and Executive will not at any time copy or reproduce the
same. Notwithstanding anything to the contrary in this paragraph, Alliance Data agrees that
Executive may retain his cell phone, laptop, and any home office equipment procured for Executive
by Alliance Data and that upon the Termination Date he will become solely responsible for all such
equipment.



L. Understanding of Agreement. Executive declares that the terms of this Agreement
have been completely read, are fully understood, and are voluntarily accepted, after complete
consideration of all facts and Executive’s legal rights, of which Executive has been fully advised
by Executive’s attorneys for the purpose of making a full and final compromise, adjustment and
settlement of any and all claims, disputed or otherwise, that Executive may have against the
Released Parties.



M. Taxes. Subject to Article I(E), Executive shall be responsible for the payment of
any and all required federal, state, or local taxes incurred, or to be incurred, in connection with
any amounts payable, or benefits provided, to Executive under this Agreement. Notwithstanding any
other provision herein contained, Alliance Data may withhold from amounts payable under this
Agreement all federal, state, or local taxes that are required to be withheld by applicable laws
and regulations with respect to any amounts payable, or benefits provided to, Executive under this
Agreement and report on any applicable federal, state, or local tax reporting form any income to
Executive determined by Alliance Data as resulting from such amounts payable or benefits provided
hereunder.



N. Counterparts. This Agreement may be executed in multiple counterparts each of
which shall be deemed to be one and the same instrument. Each party hereto confirms that any
facsimile copy of such party’s executed counterpart of this Agreement shall be deemed to be an
executed original thereof.



THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK





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IN WITNESS WHEREOF, the parties have executed this Agreement as of August 18, 2009, as
follows:



Dwayne H. Tucker



/s/ Dwayne H. Tucker

Executive Signature




Address: —



Date: August 18, 2009



ADS Alliance Data Systems, Inc.



By: /s/ Edward J. Heffernan

Its: Chief Executive Officer




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EXHIBIT A




“No Filing Due” Statement




CERTIFICATE




I am aware that, as a former executive officer of Alliance Data Systems Corporation (the
“Company”) during the fiscal year ended December 31, 20      , I must file a Form 5 with the
Securities and Exchange Commission within 45 days after the end of the fiscal year, unless I have
previously reported all transactions and holdings otherwise reportable on Form 5.



After reviewing my records, I hereby certify to the Company that I am not required to file a Form 5
for the above fiscal year.



Date:       



By:       



Dwayne Tucker




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