**Exhibit 10.4**

 

**REWARDS NETWORK INC.**

**2004 NON-EMPLOYEE DIRECTOR AWARDS PROGRAM**

 

**ARTICLE I**

Purposes 

 

The purposes of this 2004 Non-Employee Director Awards Program, which is being adopted by the Board of Directors of RewardsNetwork Inc. pursuant to Section 6 of the Rewards Network Inc. 2004 Long-Term Incentive Plan are (i) to provide for the quarterly grant under the Program to Non-Employee Directors of, at the Non-Employee Director’s election, either cash or anumber of shares of Common Stock having a fixed dollar value, (ii) to provide Non-Employee Directors who elect to receive shares with the opportunity to defer the receipt of such shares and (iii) to provide for the annual grant to Non-EmployeeDirectors of an option to purchase a fixed number of shares of the Corporation’s Common Stock. All capitalized terms used in the Program shall have the meanings set forth in Article II. 

 

**ARTICLE II**

Definitions 

 

“Board” means the Board of Directors of the Corporation. 

 

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

 

“Common Stock” means the common stock of the Corporation. 

 

“Corporation” means Rewards Network Inc., a Delaware corporation. 

 

“Deferral Account” means a bookkeeping account in the name of aNon-Employee Director who elects to defer, pursuant to the Program, all or a portion of his or her Director Shares. 

 

“Deferral Election” means an election to defer receipt of Director Shares pursuant to Section 4.2. 

 

“Director Options” means the options to purchase Common Stock to begranted to Non-Employee Directors pursuant to Section 4.1 of this Program. 

 

“Director Shares” means the shares of Common Stock to be granted to Non-Employee Directors who choose to receive shares pursuant to Section 4.2 of this Program. 

 

“Distribution Date” shall have the meaning set forth in Section6.1. 

 

“Disability” has the meaning assigned to suchterm in Section 22(e)(3) of the Code. 

 

“Effective Date” means the date on which the Plan is approved by the stockholders of theCorporation. 

 

“Fair Market Value” means, with respectto a share of Common Stock, the fair market value of such share, determined by such methods or procedures as shall be established from time to time by the Board, provided, however, that if the Common Stock is listed on a national securities exchangeor quoted in an interdealer quotation system, the Fair Market Value of a share of Common Stock on a given date shall be based upon the last sales price or, if unavailable, the average of the closing bid and asked prices per share of a share ofCommon Stock on such date (or, if there was no trading or quotation in shares of Common Stock on such date, on the next preceding date on which there was trading or quotation) as provided by one of such organizations. 

 

“Non-Employee Director” means any director of the Corporation whois not an officer or employee of the Corporation or any subsidiary of the Corporation. 

 

“Plan” means the Corporation’s 2004 Long-Term Incentive Plan. 

 

“Program” means this 2004 Non-Employee Director Awards Program. 

 

“Program Year” means the 12-month period coincident with the calendar year. 

 

“Quarterly Awards” means the quarterly awards, in the form of cashor Director Shares, that Non-Employee Directors are eligible to receive pursuant to Section 4.2 of this Program. 

 

“Share Equivalent” means a bookkeeping unit credited to a Non-Employee Director’s Share Deferral Account having a value equal to one shareof Common Stock. 

 

“Termination Date” means the dateon which a Non-Employee Director ceases to serve as a member of the Board. 

 

**ARTICLE III**

Administration 

 

The Program shall be administered by the Board. The Board shall, subject to the terms of this Program and the Plan,interpret this Program and the application thereof, and establish rules and regulations it deems necessary or desirable for the administration of this Program. All such interpretations, rules and regulations shall be final, binding and conclusive.The Board may delegate administrative duties under the Program to one or more agents, as it shall deem necessary or advisable. 

 

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**ARTICLE IV**

Director Awards 

 

Section 4.1.Director Options. 

 

On the first trading day immediatelyfollowing the Corporation’s Annual Meeting of Stockholders each year, each person who on such date is a Non-Employee Director shall receive an option to purchase 10,000 shares of Common Stock at an exercise price equal to the Fair Market Valueof a share of Common Stock on such date. Director Options shall become exercisable with respect to all of the shares of Common Stock subject to such option as of the first anniversary of the date of grant, provided the Non-Employee Directorcontinues to serve on the Board through such anniversary date. If the Non-Employee Director does not continue to serve on the Board through such anniversary date, his or her Director Option shall be forfeited, provided that if the Non-EmployeeDirector’s termination of service is on account of death or Disability the Director Option shall become exercisable in full and shall remain exercisable during the one-year period following such termination. Director Options shall expire on theearliest of (i) the tenth anniversary of the date of grant, (ii) 90 days after the date on which the Non-Employee Director’s service as such terminates, provided that if such service terminates on account of death or Disability, DirectorOptions granted to such Non-Employee Director will expire one year after the date of termination of service or (iii) the date on which such option expires or is exercised or forfeited pursuant to the terms of this Program and the Plan. 

 

Section 4.2. Quarterly Awards. 

 

(a) Eligibility for Quarterly Awards. On the last trading day of eachrespective calendar quarter, each Non-Employee Director will be eligible to receive either (i) $7,500 or (ii) a number of shares of Common Stock determined by dividing $7,500 by the Fair Market Value of a share of Common Stock on such date.Fractional shares will be disregarded. 

 

(b) Election.Prior to each Program Year, Non-Employee Directors will make an election as to whether they wish to receive their Quarterly Awards for such Program Year in the form of cash or Director Shares, and if they wish to receive their Quarterly Awards inDirector Shares, whether they wish to receive such Director Shares on a deferred basis. If the Non-Employee Director makes no election, he or she will receive cash. A person who becomes a Non-Employee Director after the first day of any Program Yearshall be permitted to make the election described in this Section 4.2(b) not later than 30 days after becoming a Non-Employee Director, and such election shall apply to subsequent Quarterly Awards earned during such Program Year. 

 

(c) Payment of Awards. For directors who are to receive cash ornon-deferred Director Shares, the Company shall pay such cash, or issue such non-deferred Director Shares, promptly following the day on which the Non-Employee Director becomes eligible to receive such cash or non-deferred Director Shares. Fordirectors who elect to receive deferred Director Shares, such deferred Director Shares will be distributed in accordance with the terms of this Program. 

 

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(d) Automatic Deferrals Prior to 2005. Notwithstanding anything to the contrary set forth herein,all Quarterly Awards made prior to the 2005 Program Year will be made in the form of deferred Director Shares. 

 

**ARTICLE V**

Deferral Accounts 

 

Section 5.1. Deferral Account. All Director Shares deferred pursuantto a Non-Employee Director’s Deferral Election under the Program shall be credited to a Deferral Account maintained on behalf of such Non-Employee Director as of the date on which, in the absence of a Deferral Election, the Non-EmployeeDirector would otherwise have received the Director Shares. A Non-Employee Director shall be fully vested at all times in the balance of his or her Deferral Account. 

 

Section 5.2. Crediting of Share Equivalents. The Deferral Account of a Non-Employee Director will be credited withShare Equivalents equal to the number of Director Shares the Non-Employee Director has elected to defer pursuant to Article IV. An amount equal to the number of Share Equivalents in a Non-Employee Director’s Deferral Account multiplied by thedividend paid on a share of Common Stock on each dividend payment date shall be credited to the Non-Employee Director’s Deferral Account within 10 days after the dividend payment date and “invested” in additional Share Equivalents asthough such dividend credit was deferred Director Shares for such year. The number of shares of Common Stock to be paid to a Non-Employee Director on a Distribution Date, as defined in Section 6.1, shall be equal to the number of Share Equivalentsaccumulated in the Deferral Account on the Distribution Date divided by the total number of distributions to be made. 

 

**ARTICLE VI**

Payment of Deferral Accounts

 

Section 6.1. Time and Method of Payment. Distributionof a Non-Employee Director’s Deferral Account shall be made in a single distribution or in installments as elected by the Non-Employee Director prior to his or her Termination Date. If a Non-Employee Director’s Deferral Account is payablein a single distribution, the distribution shall be made as soon as practicable after the first day of the Program Year following the Termination Date, but not earlier than six months after the Termination Date (the “Distribution Date”).If a Non-Employee Director’s Deferral Account is distributed in installments, then the Non-Employee Director’s Deferral Account shall be distributed in substantially equal annual installments over the period, not longer than 10 years, aselected by the Non-Employee Director, and commencing as soon as practicable following the Distribution Date. 

 

Section 6.2. Change in Payment Election. A Non-Employee Director may elect to change the method of distribution in accordance with proceduresprescribed by the Board; provided that such election shall not be effective unless it is received by the Board prior to the Termination Date. 

 

Section 6.3. Form of Distribution. The distribution of Share Equivalents shall be in whole shares of Common Stock with fractional sharesdisregarded. 

 

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**ARTICLE VII**

Payment Upon Death of a Non-Employee Director ****

 

Section 7.1. Payment to Beneficiary. In the event a Non-Employee Director dies before all Share Equivalents credited to his or her Deferral Account have been distributed, distribution of the Non-EmployeeDirector’s Deferral Account shall be paid or shall commence to the Non-Employee Director’s beneficiary in the form of distribution elected by the Non-Employee Director or in such other form designated by the Board in its solediscretion.****

 

Section 7.2. Designation ofBeneficiary. Each Non-Employee Director may file with the Corporate Secretary a written designation of one or more persons as such Non-Employee Director’s beneficiary or beneficiaries (both primary and contingent) in the event of theNon-Employee Director’s death. Each beneficiary designation shall become effective only when filed in writing with the Corporate Secretary during the Non-Employee Director’s lifetime on a form prescribed by the Corporation. The filing withthe Corporate Secretary of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a Non-Employee Director fails to designate a beneficiary, or if all designated beneficiaries of a Non-Employee Directorpredecease the Non-Employee Director, then the Deferral Account shall be paid to the Non-Employee Director’s estate. 

 

**ARTICLE VIII**

General 

 

Section 8.1. Relationship to Plan. This Program has been adopted bythe Board under the terms of the Plan. Director Shares and Director Options granted hereunder shall be deemed to have been granted under the Plan. The number of shares of Common Stock available for issuance under the Plan shall be reduced by thenumber of shares of Common Stock issued under this Program. 

 

Section 8.2. Effective Date; Termination. This Program shall be effective as of the Effective Date. The Board may terminate this Program at any time. Termination of this Program shall not affect the payment of any amounts credited toa Non-Employee Director’s Deferral Account. 

 

Section 8.3.Amendments. The Board may amend this Program as it shall deem advisable, subject to any requirements of applicable law, rule or regulation. No amendment may impair the rights of a Non-Employee Director to distribution of his or her DeferralAccount without the consent of such Non-Employee Director. 

 

Section 8.4. Non-Transferability of Benefits. No benefit distributable at any time under the Program shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbranceof any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter distributable, shall be void. No person shall, in any manner, be liable for or subject to the debts orliabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his or her benefits under the Program, or if by any reason of his or her bankruptcy or otherevent happening at any time, such 

 

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benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Program, then the Board, in its discretion, mayterminate the interest in any such benefits of the person entitled thereto under the Program and hold or apply them for or to the benefit of such person entitled thereto under the Program or his spouse, children or other dependents, or any of them,in such manner as the Board may deem proper. 

 

Section 8.5.Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or anydistribution to holders of Common Stock other than a regular cash dividend, the number of Share Equivalents credited to each Deferral Account under the Program shall be appropriately adjusted by the Board. The decision of the Board regarding anysuch adjustment shall be final, binding and conclusive. 

 

Section 8.6. Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the Share Equivalents in the Deferral Account of a Non-Employee Director that are not distributed because of the Board’s inability, after areasonable search, to locate a Non-Employee Director or his or her beneficiary, as applicable, within a period of two (2) years after the Distribution Date upon which the payment of any benefits becomes due. Unclaimed amounts shall be forfeited atthe end of such two-year period. These forfeitures will reduce the obligations of the Corporation under the Program and the Non-Employee Director or beneficiary, as applicable, shall have no further right to his Deferral Account. 

 

Section 8.7. Governing Law. This Program and all determinations madeand actions taken pursuant thereto shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 

 

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