**Exhibit 10.2**

**AFFINION GROUP HOLDINGS, INC.**

**2007 STOCK AWARD PLAN**

**RESTRICTED STOCK UNIT AGREEMENT**

 

THIS RESTRICTED STOCK UNIT AGREEMENT (the “**Agreement**”), is made, effective as of the             day of March, 2010 (hereinafter the “**Date of Grant**”), between Affinion Group Holdings, Inc., a Delaware corporation, (the“**Company**”), and                      (the “**Participant**”). 

 

**R E C I T A L S:**

 

WHEREAS, the Company has adopted the Affinion Group Holdings, Inc.2007 Stock Award Plan, as amended (the “**Plan**”), pursuant to which awards of Restricted Stock Units may be granted; and 

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “**Committee**”) has determinedthat it is in the best interests of the Company and its stockholders to grant to the Participant an award of Restricted Stock Units, subject to the terms set forth herein. 

NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other goodand valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows: 

1.    Grant of Restricted Stock Units.  The Company hereby grants to the Participant on the Date ofGrant              Restricted Stock Units (the “**Award**”) on the terms and conditions set forth in this Agreement and as otherwise provided in thePlan. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “**Account**”). On any given date, the value of each Restricted Stock Unitcomprising the Award shall equal the Fair Market Value of one share of Common Stock. The Award shall vest and settle in accordance with Section 3 hereof. 

2.    Incorporation by Reference, Etc.  The provisions of the Plan are hereby incorporated herein byreference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in thePlan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legalrepresentative in respect of any questions arising under the Plan or this Agreement. 

 

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3.    Terms and Conditions. 

(a)    Vesting and Settlement.  Except as otherwise provided in the Plan andthis Agreement, and contingent upon the Participant’s continued service to the Company, the Award shall vest and become non-forfeitable with respect to one-quarter of the Restricted Stock Units subject to the Award on each of:(i) August 23, 2010, or if earlier, on the 7thday following the filing of Affinion Group, Inc.’s (“**Affinion’s**”) Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2010; (ii) April 7, 2011, or if earlier, on the7th day following the filing of Affinion’s AnnualReport on Form 10-K for the fiscal year ending December 31, 2010; (iii) August 22, 2011, or if earlier, on the7th day following the filing of Affinion’s QuarterlyReport on Form 10-Q for the fiscal quarter ending June 30, 2011; and (iv) April 6, 2012, or if earlier, on the7th day following the filing of Affinion’s AnnualReport on Form 10-K for the fiscal year ending December 31, 2011 (each a “**Vesting Date**”). On each Vesting Date, the Company shall settle the portion of the Award scheduled to vest on such Vesting Date and as a resultthereof (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unit subject to such vested portion of the Award (the “**RSU Shares**”) (and the Restricted Stock Units subject to theAward settled as provided herein shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company; provided, that to theextent the Participant is not a party to the Management Investor Rights Agreement at the time of such settlement, such settlement in RSU Shares shall be conditioned on the Participant’s simultaneous execution of the Management Investor RightsAgreement; and provided, further, that, the Participant may make an election to receive cash in lieu of RSU Shares otherwise deliverable on such Vesting Date in an amount equal to **[insert amount 1/4 of award date cashvalue].** Any such election to receive cash will (i) need to be made in writing in the form provided to you by the Company (which will be provided to you in connection with Affinion’s filing of the above-referenced reports) and deliveredto Affinion’s Executive Vice President, Human Resources within the 7 day period preceding the applicable Vesting Date, (ii) apply only to the applicable Vesting Date to which such election is made and (iii) be irrevocable oncedelivered to the Company. 

(b)    Restrictions.  The Award granted hereunder may not besold, pledged or otherwise transferred (other than by will or the laws of decent and distribution or as otherwise permitted by the Committee) and may not be subject to lien, garnishment, attachment or other legal process. The Participantacknowledges and agrees that, with respect to the Award, the Participant has no voting rights with respect to the Company unless and until each such Restricted Stock Unit subject to the Award is settled in RSU Shares pursuant to Section 3(a)hereof. 

(c)    Effect of Termination of Services.  If the Participant’s servicewith the Company terminates for any reason, any then unvested portion of the Award shall be forfeited without further consideration to the Participant. 

(d)    Dividends.  If any cash or in-kind dividends are paid with respect to the shares of CompanyCommon Stock underlying the Award prior to the applicable Vesting Date for such portion of the Award, such cash or in-kind dividends shall be withheld by the Company and shall be paid to the Participant (either in cash or shares of Common Stock, as

 

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determined by the Committee) without interest, upon the Vesting Date for such portion of the Award, as if each Restricted Stock Unit subject to the Award were one share of Common Stock.

(e)    Compliance With Securities Laws; Internal Revenue Code Section 409A.  TheCompany will not be required to issue any shares of Common Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended, or any other applicable federal or statesecurities laws or regulations. Prior to the issuance of any shares pursuant to this Agreement, the Company may require that the Participant (or the Participant’s legal representative upon the Participant’s death or disability) enter intosuch written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, with this Agreement or otherwise. The Company may also delay issuance of shares of Common Stockhereunder to the extent set forth in Treasury Regulation section 1.409A-2(b)(7). Any RSU Shares acquired by the Participant may bear a restrictive legend summarizing any restrictions on transferability applicable thereto, including those imposed byfederal and state securities laws. 

(f)    Taxes.  Upon the settlement of the Award inaccordance with Section 3(a) hereof, the Participant shall recognize taxable income in respect of the Award and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to benecessary and appropriate. The Company shall have the right to require the Participant to remit to the Company, or to withhold from amounts payable to the Participant, as compensation or otherwise (including, without limitation, in settlement ofRestricted Stock Units granted hereunder), an amount sufficient to satisfy all federal, state and local withholding tax requirements, as applicable. The Company may permit the Participant to satisfy any required withholding obligation in RSU Sharesacquired in connection with the vesting of the Award. In connection with each Vesting Date, the Participant may require the Company to purchase for cash an amount of RSU Shares acquired by the Participant as a result of the vesting of such Award onsuch Vesting Date; provided, that, the Company shall not be required to purchase an amount of RSU Shares (i) if the Company’s Common Stock is readily tradable on an established securities exchange or (ii) to the extent thatsuch repurchase cash amount would exceed 15% of the Fair Market Value of the RSU Shares delivered in respect of the vesting of such Award on such Vesting Date. 

(g)    Rights as a Stockholder.  Upon and following settlement of the RSU Shares on the VestingDate, the Participant shall be the record owner of the RSU Shares unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company (including voting rights),subject in each event to the Management Investor Rights Agreement to which the Participant is a party. Prior to settlement on the Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stockunderlying the Award. 

4.    Miscellaneous. 

(a)    General Assets.  Amounts credited to the Participant’s Account under this Agreement, ifany, shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company. 

 

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(b)    Notices.  All notices, demands and othercommunications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: 

if to the Company: 

Affinion Group Holdings, Inc. 

100 Connecticut Avenue 

Norwalk, CT 06850 

Facsimile: (203) 956-1206 

Attention: Executive Vice President, Human Resources 

if to the Participant, at the Participant’s last known address on file with the Company. 

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; whendelivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 

(c)    Severability.  The invalidity or unenforceability of any provision of this Agreement shallnot affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 

(d)    No Rights to Continue Service.  Nothing contained in this Agreement shall be construed asgiving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are herebyexpressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever. 

(e)    Bound by Plan.  By signing this Agreement, the Participant acknowledges that he has receiveda copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. 

(f)    Successors.  The terms of this Agreement shall be binding upon and inure to the benefit ofthe Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant. 

(g)    Entire Agreement.  This Agreement and the Plan contain the entire agreement and understandingof the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall bevalid unless the same be in writing and signed by the parties hereto. 

(h)    GoverningLaw.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction thatcould cause the application of the laws of any jurisdiction other than the State of Delaware. 

 

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(i)    Headings.  The headings of the Sections hereofare provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement. 

(j)    Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shallbe an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

(k)    Lock-Up Agreement.  The Participant hereby agrees that the Participant will not, without theprior written consent of the managing underwriter of the Company’s initial public offering pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “IPO”), during the period providedfor in the Management Investor Rights Agreement, as referenced above (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant topurchase, or otherwise dispose of or transfer, directly or indirectly, any RSU Shares held immediately prior to the effectiveness of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers toanother, in whole or in part, any of the economic consequences of ownership of the RSU Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of RSU Shares or other securities, in cash orotherwise 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day firstwritten above. 

 
AFFINION GROUP HOLDINGS, INC.By:                                                                                                Name: Title:  [Name of Participant]
 

 

 

***[Signature page to Restricted Stock Unit Agreement]***

 

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