EX-10.30



 Exhibit 10.30 

AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT 
 This Amendment No. 1 to Executive Services Agreement is made as of May 3, 2004 by and between Simon Worldwide, Inc. (the “Company”) and Joseph Bartlett (the “Executive”).

 INTRODUCTION 
 The Company and the Executive have previously entered into an Executive Services Agreement dated May 30, 2003 (the “Agreement”). The Company and the Executive have also previously entered
into a letter agreement dated February 7, 2003 whereby the Company agreed to compensate the Executive for, among other things, the additional obligations, responsibilities and potential liabilities of serving as the Company’s co-chief
executive officer, including those under the Sarbanes-Oxley Act of 2002. The Executive has been instrumental in helping the Company satisfy its liabilities and attain solvency over the preceding years and is being asked to perform a significant role
in determining the future course of the business. In order to (i) ensure that the Company might retain his knowledge, expertise and services in such endeavor, (ii) induce the Executive to remain as co-CEO since the aforesaid letter
agreement has expired and will not be renewed and (iii) retain the continuing commitment of the Executive to provide the Company with the substantial time and attention necessary to meet the needs of the Company, the Company and the Executive
agree that the Agreement shall be amended as follows: 
 I. Section 2 of the Agreement shall be amended in its entirety to read as follows:

 “2. COMPENSATION. For Services rendered during the term of this Agreement, the Executive shall be entitled to compensation in the amount
and on the payment terms set forth on Schedule A. The Executive shall also be entitled to reimbursement of reasonable and necessary out-of-pocket expenses incurred by the Executive in the ordinary course of business on behalf of the Company in
accordance with Company policy, subject to the presentation of appropriate documentation. In addition, during the term of this Agreement the Executive and any dependants shall be entitled to participate at no cost to the Executive in a health
insurance plan maintained by the Company at substantially the same benefit level as of the date hereof, and along with any dependents shall be eligible to participate in C.O.B.R.A. coverage at the expense of the Company following termination of
employment hereunder for as long as then permissible under C.O.B.R.A and at the same benefit level as of the date hereof.” 
 II.
Section 3 of the Agreement shall be amended in its entirety to read as follows: 
 “3. TERM. The Executive’s engagement by the
Company hereunder shall commence on the date hereof and continue until terminated by either party in accordance with this Section 3. Such engagement may be terminated by either party without cause as follows: The Company may terminate this
Agreement at any time by giving notice of termination to the Executive and making a lump sum payment to the Executive equivalent to one (1) year compensation at the rate set forth on Schedule A, and no further Services will be required. The
Executive may terminate this Agreement by giving one (1) year prior written notice to the Company. Following termination of this Agreement, the Company shall pay to the Executive all compensation and benefits that had accrued, and shall
reimburse all expenses incurred by the Executive, prior to the date of termination in accordance with Section 2 hereof, and the Company will provide at its sole expense health care insurance to the Executive under C.O.B.R.A as provided in
Section 2 above. The provisions of Section 4 through 13 hereof and the C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of the Agreement and shall continue thereafter in full force and effect.”








 III. Section 4 of the Agreement shall be amended in its entirety to read as follows: 

“4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any other provision hereof, in the event that (i) the Executive is
removed, or voluntarily resigns upon the request of the Board or a significant shareholder, from the Company’s Board of Directors or is not nominated, appointed or elected to a new term on the Board of Directors following the expiration of the
existing term, (ii) the composition of the Company’s Board of Directors changes from the date hereof by the addition of a total of two or more Directors, or by two or more existing Directors ceasing to serve as Directors for any reason,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below or (iv) there is a change of control of the Company, defined as (a) the acquisition by any person or group of beneficial ownership, direct or
indirect, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding equity securities or (b) the merger or consolidation of the Company with or into, or the sale or assignment of
all or substantially all the assets of the Company to, another person or entity, provided that following such transaction the holders of voting stock of the Company immediately prior to such transaction do not own more than 50% of the voting stock
of the company surviving such transaction or to which such assets are sold or assigned, then, in any of such events, in addition to any other rights of the Executive under this Agreement, the Executive may at any time within six (6) months
following such event terminate this Agreement and the Company shall then pay to the Executive a lump sum payment equivalent to one (1) year compensation at the rate set forth on Schedule A, and no further Services will be required. The
Executive shall also be entitled to receive C.O.B.R.A. health insurance at the Company’s expense and any other payments as provided in Section 2 above.” 
 All other terms and provisions of the Agreement shall remain in full force and effect. This Amendment No. 1 to Executive Services Agreement has been executed and delivered as of the date first above
written. 
  

	
	Simon Worldwide, Inc.
	
	By: /s/ George Golleher
	 George Golleher

Director



  

	
	
	By: /s/ Terrence J. Wallock
	 Terrence J. Wallock

Assistant Secretary



  

	
	
	The Executive
	
	/s/ Joseph Bartlett
	Joseph Bartlett









 Schedule A 

 

	I.	SERVICES 

 Services to be
rendered from time to time in the capacity as Director over and above participating in Board Meetings. Such services, including services as a Director and Board Committee Member, explicitly do not include legal advice, legal counseling or other
services or advice which might be construed as engaging in the practice of law. 
  

	II.	MAXIMUM HOURS PER MONTH 


In the event that the Executive elects to terminate the Agreement by giving 180 days notice of termination, then during such 180 day
period the Executive may be required to provide services for a maximum of 4 hours per month, all served consecutively or as otherwise agreed upon by the Executive with the Company. 

 

	III.	COMPENSATION 

 Twelve
thousand dollars ($12,000) per year paid monthly. In addition to the extent services are required in preparation for and testimony in depositions or other discovery with respect to Legal Proceedings, the Executive shall be compensated at the rate of
$450 per hour. 
  

	IV.	LEGAL PROCEEDINGS FOLLOWING TERMINATION (Section 5 Services) 

 $750 per hour for all preparation, deposition and discovery time. The Company shall at the request of the Executive provide independent legal counsel selected by the Executive at the Company’s
expense. 







 AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT 

This Amendment No. 1 to Executive Services Agreement is made as of May 3, 2004 by and between Simon Worldwide, Inc. (the
“Company”) and Allan Brown (the “Executive”). 
 INTRODUCTION 

The Company and the Executive have previously entered into an Executive Services Agreement dated May 30, 2003 (the
“Agreement”). The Company and the Executive have also previously entered into a letter agreement dated February 7, 2003 whereby the Company agreed to compensate the Executive for, among other things, the additional obligations,
responsibilities and potential liabilities of serving as the Company’s co-chief executive officer, including those under the Sarbanes-Oxley Act of 2002. The Executive has been instrumental in helping the Company satisfy its liabilities and
attain solvency over the preceding years and is being asked to perform a significant role in determining the future course of the business. In order to (i) ensure that the Company might retain his knowledge, expertise and services in such
endeavor, (ii) induce the Executive to remain as co-CEO since the aforesaid letter agreement has expired and will not be renewed and (iii) retain the continuing commitment of the Executive to provide the Company with the substantial time
and attention necessary to meet the needs of the Company, the Company and the Executive agree that the Agreement shall be amended as follows: 

I. Section 2 of the Agreement shall be amended in its entirety to read as follows: 
 “2. COMPENSATION. For Services rendered during the term of this Agreement, the Executive shall be entitled to compensation in the amount and on the payment terms set forth on Schedule A. The
Executive shall also be entitled to reimbursement of reasonable and necessary out-of-pocket expenses incurred by the Executive in the ordinary course of business on behalf of the Company in accordance with Company policy, subject to the presentation
of appropriate documentation. In addition, during the term of this Agreement the Executive and any dependants shall be entitled to participate at no cost to the Executive in a health insurance plan maintained by the Company at substantially the same
benefit level as of the date hereof, and along with any dependents shall be eligible to participate in C.O.B.R.A. coverage at the expense of the Company following termination of employment hereunder for as long as then permissible under C.O.B.R.A
and at the same benefit level as of the date hereof.” 
 IV. Section 3 of the Agreement shall be amended in its entirety to read as
follows: 
 “3. TERM. The Executive’s engagement by the Company hereunder shall commence on the date hereof and continue until
terminated by either party in accordance with this Section 3. Such engagement may be terminated by either party without cause as follows: The Company may terminate this Agreement at any time by giving notice of termination to the Executive and
making a lump sum payment to the Executive equivalent to one (1) year compensation at the rate set forth on Schedule A, and no further Services will be required. The Executive may terminate this Agreement by giving one (1) year prior
written notice to the Company. Following termination of this Agreement, the Company shall pay to the Executive all compensation and benefits that had accrued, and shall reimburse all expenses incurred by the Executive, prior to the date of
termination in accordance with Section 2 hereof, and the Company will provide at its sole expense health care insurance to the Executive under C.O.B.R.A as provided in Section 2 above. The provisions of Section 4 through 13 hereof and
the C.O.B.R.A. obligations set forth in Section 2 shall survive the termination of the Agreement and shall continue thereafter in full force and effect.” 







 V. Section 4 of the Agreement shall be amended in its entirety to read as follows: 

“4. TERMINATION BY EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. Notwithstanding any other provision hereof, in the event that (i) the Executive is
removed, or voluntarily resigns upon the request of the Board or a significant shareholder, from the Company’s Board of Directors or is not nominated, appointed or elected to a new term on the Board of Directors following the expiration of the
existing term, (ii) the composition of the Company’s Board of Directors changes from the date hereof by the addition of a total of two or more Directors, or by two or more existing Directors ceasing to serve as Directors for any reason,
(iii) the Company fails to maintain D&O insurance as provided in Section 6 below or (iv) there is a change of control of the Company, defined as (a) the acquisition by any person or group of beneficial ownership, direct or
indirect, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding equity securities or (b) the merger or consolidation of the Company with or into, or the sale or assignment of
all or substantially all the assets of the Company to, another person or entity, provided that following such transaction the holders of voting stock of the Company immediately prior to such transaction do not own more than 50% of the voting stock
of the company surviving such transaction or to which such assets are sold or assigned, then, in any of such events, in addition to any other rights of the Executive under this Agreement, the Executive may at any time within six (6) months following
such event terminate this Agreement and the Company shall then pay to the Executive a lump sum payment equivalent to one (1) year compensation at the rate set forth on Schedule A, and no further Services will be required. The Executive shall
also be entitled to receive C.O.B.R.A. health insurance at the Company’s expense and any other payments as provided in Section 2 above.” 
 All other terms and provisions of the Agreement shall remain in full force and effect. This Amendment No. 1 to Executive Services Agreement has been executed and delivered as of the date first above
written. 
  

	
	Simon Worldwide, Inc.
	
	By: /s/ J. Anthony Kouba
	 J. Anthony Kouba
 Chairman
Compensation Committee



  

	
	
	By: /s/ Terrence J. Wallock
	 Terrence J. Wallock

Assistant Secretary



  

	
	The Executive
	
	/s/ Allan Brown
	Allan Brown









 Schedule A 

 

	I.	SERVICES 

 Services to be
rendered from time to time in the capacity as Director over and above participating in Board Meetings. 
  

	II.	MAXIMUM HOURS PER MONTH 


In the event that the Executive elects to terminate the Agreement by giving 180 days notice of termination, then during such 180 day
period the Executive may be required to provide services for a maximum of 4 hours per month, all served consecutively or as 

otherwise agreed upon by the Executive with the Company. 
  


	III.	COMPENSATION 

 Twelve
thousand dollars ($12,000) per year paid monthly. In addition to the extent services are required in preparation for and testimony in depositions or other discovery with respect to Legal Proceeding, the Executive shall be compensated at the rate of
$450 per hour. 
  

	IV.	LEGAL PROCEEDINGS FOLLOWING TERMINATION (Section 5 Services) 

 $750 per hour for all preparation, deposition and discovery time. The Company shall at the request of the Executive provide independent legal counsel selected by the Executive at the Company’s
expense.