**Exhibit 10.22**

**EMPLOYMENT AGREEMENT**

**THIS EMPLOYMENTAGREEMENT** 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”), and**STEVEN UPSHAW** (“Executive”) (collectively the “Parties”) is made as of January 15, 2010 (the “Effective Date”). 

**WHEREAS,** on August 17, 2004, Executive entered into an employment agreement (as amended, the “Prior EmploymentAgreement”) with Trilegiant Corporation, which is an indirect, wholly-owned subsidiary of Affinion; 

**WHEREAS,**the Parties desire to continue Executive’s employment pursuant to the terms, provisions and conditions set forth in this employment agreement (the “Agreement”), which shall supersede the Prior Agreement effective as of theEffective Date; and 

**WHEREAS**, Executive desires to accept his employment on the terms hereinafter set forth in thisAgreement. 

**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. 

Subject to earlier termination in accordance with Section 3 of thisAgreement, Executive shall be employed by the Company and Affinion (collectively, the “Companies”) for a period commencing on the Effective Date and ending on January 15, 2013 (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 torenew 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 anyposition 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 President of Affinion and Chief Executive Officer of AffinionInternational Limited and will perform such duties and exercise such supervision with regard to the business of the Companies as are associated with such positions, including such duties as may be prescribed from time to time by the Chief ExecutiveOfficer of the Company. 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 (withoutadditional compensation) as an officer and director of any member of the “Affinion Group” (as defined in Section 5(a) below). 

 

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(b) Duties. During the Employment Period, Executive shall have such responsibilities,duties, and authority that are customary for his position, 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 his position and such other servicesconsistent with his position, as shall be assigned to him from time to time by the Board. Executive agrees to devote all of his business time to the business and affairs of the Companies and to use Executive’s commercially reasonable efforts toperform faithfully, effectively and efficiently his 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 theEmployment Period, Executive shall receive an initial annual base salary in an amount equal to Three Hundred and Twenty-Five Thousand Dollars ($325,000), less all applicable withholdings, which shall be paid in accordance with the customary payrollpractices 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’sconsent, unless the reduction is related to a broader compensation reduction that is not limited to Executive and does not exceed 10% of his Annual Base Salary. 

(ii) Bonus. 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 becomessubject 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 theCompany 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”). Subject toSection 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 becomepayable 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 eachexecutive entitled to receive a bonus for the applicable fiscal year. 

(iii) Benefits. During theEmployment 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 theCompanies (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. 

 

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(iv) 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 his duties hereunder provided that Executive provides all necessary documentation in accordance with theCompanies’ policies. 

Section 3. Termination of Employment. 

(a) Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If Executive becomessubject to a “Disability” (as defined below) during the Employment Period, the Company may give Executive written notice in accordance with Sections 3(h) and 10(g) of its intention to terminate Executive’s employment. For purposes ofthis 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 orcan 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 acontinuous 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). Forpurposes 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 grossneglect; (iv) continued willful failure to substantially perform his duties as Executive Vice President and President of Affinion or Chief Executive Officer of AIL; or (v) a material breach by Executive of this Agreement; provided that inthe event of a termination pursuant to clause (iv) or (v), 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 ormaterial breach and Executive shall have failed to cure such failure to perform or breach within 30 days after his receipt of such written notice. 

(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’ priorwritten 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 Companieswithout Executive’s consent: (i) any material failure of the Companies to fulfill their obligations under this

 

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Agreement, (ii) a material and adverse change to, or a material reduction of, Executive’s duties and responsibilities to the Companies, (iii) a reduction in Executive’s AnnualBase 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) or(iv) the relocation of Executive’s primary office to a location more than 35 miles from the prior location; provided that any such event shall not constitute Good Reason unless and until Executive shall have provided the Companieswith 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. Executive’s employment may be terminated at any time by Executive without Good Reason upon 90days’ 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 withSection 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 inaccordance 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 extentapplicable, 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 definedbelow) 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 Causeshall 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 theCompany 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 suchDate 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, thedate 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 theEmployment 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 withoutCause or Executive shall terminate his 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 the15th day of the third month following the end of thecalendar year that contains 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 whichthe Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year (“Accrued Obligations”); and 

(ii) After the Date of Termination, the Company will pay Executive, in six quarterly installments commencing as of the Date of Termination, an amount equal to 100% of the sum of (A) Executive’sAnnual Base Salary and (B) Executive’s Target Bonus, such installment to be paid ratably on the last day of the quarter (the “Severance Payments”). 

(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 his legal representatives (i) the Accrued Obligations; (ii) a lump sum equal to 100% of Executive’sAnnual 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 his legal representatives. 

(c) Cause; Other than for Good Reason. If Executive’s employment shall be terminated by the Company for Cause or by Executive without Good Reason, then the Companies shall have no furtherobligations to Executive other than for payment of the Accrued Obligations and any indemnification rights he may have pursuant to Section 9. 

(d) Separation Agreement and General Release. The Company’s obligations to make payments under Sections 4(a) and 4(b) are conditioned on Executive’s or his legalrepresentative’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 asExhibit 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,

 

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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 contemplatedunder this Section 4. 

(e) Notwithstanding the foregoing, if all or any portion of the payments and/or benefits due underSection 4(a) or Section 4(b) 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 inSection 409A(a)(2)(B)(i) of the Code and the final regulations promulgated thereunder (the “Treasury Regulations”) and other guidance issued thereunder, then such payments and/or benefits (or portion thereof) shall commence noearlier 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-monthperiod 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 TreasuryRegulations, 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 ofemployment with the Company for any reason, Executive shall not directly or indirectly through another person or entity (i) 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 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 wasan employee of the Affinion Group 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 therelationship 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 his 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 thesecond 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 ormakes 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 theNon-Compete Period), anywhere in the world in which the Affinion Group is doing business. For purposes of this Section 5(b), the

 

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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.

(c) Non-Disclosure; Non-Use of Confidential Information. Executive shall not disclose or use at any time, eitherduring his 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 him, except to the extent that such disclosure or use isdirectly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company. Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect itagainst disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination of his employment with the Company, or at any time the Company may request, all memoranda, notes, plans, records, reports, computertapes 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 possessor have under his control. 

(d) Proprietary Rights. Executive recognizes that the Affinion Group possesses aproprietary 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 theexclusion 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 his 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 ableto be protected by copyright, patent or trademark) during the course of his 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 andshall 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 neverexclude any such information that becomes known to the public because of Executive’s unauthorized disclosure) and that is

 

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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 theAffinion Group 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 documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, newdevelopments, 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 aresult 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 individualportions 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, technicalinformation, 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 AffinionGroup’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 inconjunction 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 foror 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 ofemployment for any reason, neither Executive nor his 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 publicstatement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Executive or his agents, any of the Companies’ officers, directors or employees). The foregoing shallnot 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 thecourse of carrying out his 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, ifExecutive violates Section 5 or Section 6 hereof, any Severance Payments 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 receivesuch Severance Payments shall terminate and be of no further force or effect. 

Section 8. Executive’s Representations, Warranties andCovenants. 

(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 transactionscontemplated hereby, and this Agreement has been duly executed by Executive; 

(ii) the execution, delivery andperformance 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 anyjudgment, order or decree to which Executive is subject; 

(iii) Executive is not a party to or bound by anyemployment 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, validand binding obligation of Executive, enforceable in accordance with its terms; 

(v) Executive understands thatthe 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 havingcommitted 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 andauthority 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 noticeor 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 andExecutive, 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. 

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 whichenforcement 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 obligationsof 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 orenforceability 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 termsto 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 suchjurisdiction, 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 andunderstanding 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 subjectmatter hereof in any way (excluding any stock options or awards granted under any equity compensation plans maintained by the Company). 

 

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(c) Successors and Assigns. 

(i) This Agreement is personal to Executive and without the prior written consent of the Companies shall not be assignable byExecutive 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. 

(ii) This Agreement shall inure to the benefit of and be binding upon the Companies and their respective successors andassigns. 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 thisAgreement 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 anysuccessor 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 THEINTERPRETATION 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 outof 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 thecontroversy, 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 ArbitrationAssociation 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 heretofor all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Each party shall bear its or his 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 his reasonable attorney’s fees and costs. 

 

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(ii) Remedies. All remedies hereunder are cumulative, are in additionto 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 anyother remedy. 

(iii) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALLRIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING 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 Agreementshall 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 returnreceipt 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 priorwritten 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 forovernight delivery with a reputable overnight courier service. 

If to the Companies, to: 

Affinion Group Holdings, Inc. 

100 Connecticut Avenue 

Norwalk, CT 06850 

Facsimile: (203) 956-1206 

Attention: General Counsel 

with a copy (which shall not constitute notice) to: 

Akin Gump Strauss Hauer & Feld LLP 

590 Madison Avenue 

New York, NY 10022 

Facsimile: (212) 872-1002 

Attention: Adam Weinstein, Esq. 

If to Executive, to: 

Executive’s home address most recently on file with the Company. 

 

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(h) Withholdings Taxes. The Company may withhold from any amounts payable under thisAgreement 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 partof 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 generalstatement 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 anaccelerated 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 otherbenefits 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. 

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

**[SIGNATURE PAGE FOLLOWS]**

 

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**IN WITNESS WHEREOF,** the Parties hereto have executed this Agreement as of the date first writtenabove. 
**AFFINION GROUP HOLDINGS, INC.**By: /s/ Nathaniel J. Lipman Name: Nathaniel J. Lipman Title: Chief Executive Officer**AFFINION GROUP, INC.**By: /s/ Nathaniel J. Lipman Name: Nathaniel J. Lipman Title: Chief Executive Officer**STEVEN UPSHAW**Signature: /s/ Steven Upshaw
 

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**EXHIBIT A**

GENERAL RELEASE 

1. Termination of Employment.Steven Upshaw (“Executive”) acknowledges that his last day of employment with Affinion Group Holdings, Inc. (together with Affinion 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 ofJanuary __, 2010 (the “Employment Agreement”) and for other fair and valuable consideration therefor, Executive, for himself, his 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 anddemands 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 toExecutive’s employment or termination of his 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 ofemployment, 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 mayhave 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 RetrainingNotification 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’semployment or the termination of his employment. 

4. Informed and Voluntary Signature. No promise or inducement hasbeen 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 he is fully competent to manage hisbusiness affairs and understands that he may be waiving legal rights by signing this General Release. Executive hereby acknowledges that he has carefully read this General Release and has had the opportunity to thoroughly discuss the terms of thisGeneral Release with legal counsel of his choosing. Executive hereby acknowledges that he fully understands the terms of this General Release and its final and binding effect and that he affixes his signature hereto voluntarily and of his own freewill. 

 

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5. Waiver of Rights Under the Age Discrimination Act. Executiveunderstands that this General Release, and the release contained herein, waives all of his 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 datethis 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 GeneralRelease, Executive may revoke the terms of this General Release by a written document received by the General Counsel of the Company no later than 11:59 p.m. of the seventh day following Executive’s execution of this General Release. ThisGeneral Release will not be effective until said revocation period has expired. Executive acknowledges that he 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 toexecuting 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 theprinciples of conflict of law. 

(b) In the event that any one or more of the provisions of this General Releaseis 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 GeneralRelease 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 ofwhich together shall constitute one and the same instrument. 

(d) The paragraph headings used in this GeneralRelease 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 hereto and may not be amended except in a writing signed by theCompany 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 andthe 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. 

 

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**IN WITNESS WHEREOF,** the Parties hereto have executed this General Release on this     day of                         . 
**AFFINION GROUP HOLDINGS, INC.**By:  Name: Title: **AFFINION GROUP, INC.**By:  Name: Title: **STEVEN UPSHAW**Signature:  
 

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