Amendment to Offer Letter, dated December 10, 2008



 Exhibit 10.34 
 

 
 December 10, 2008 
 Ms. Roya Behnia 
 4144 North Rockwell Street 
 Chicago, Illinois 60618 
  

	 	Re:	Amendment to Offer Letter 

 Dear Roya: 
 In connection with the issuance of final tax regulations under Section 409A of the Internal Revenue Code, which take effect January 1, 2009, we
have determined that the offer letter setting forth certain terms of your employment with Rewards Network Inc. (“Rewards Network”) as Senior Vice President, General Counsel, Secretary and Chief Privacy Officer (your “Offer
Letter”) should be amended in order to reduce any risk of adverse tax consequences to you. 
 Effective January 1, 2009, your Offer
Letter shall be amended as follows: 
 1. Clause (iii) of the fourth paragraph of your Offer Letter shall be amended to read as follows:

 (iii) the continued right to exercise any outstanding vested options or restricted stock units held by you to purchase shares of Common
Stock for a period of 90 days after the effective date of your termination of employment, but in no event later than the date on which any such options would have expired if you had remained employed during such 90-day period. 
 2. The fifth paragraph of your Offer Letter shall be amended to read as follows: 
 You will not be entitled to the foregoing in the event your employment terminates for any other reason. As used in this letter, a
voluntary termination of your employment with “Good Reason” shall mean a termination by you of your employment with Rewards Network pursuant to a written notice delivered to Rewards Network within 30 days after the occurrence of the
following event without your written consent; provided, that an action or failure which is remedied by Rewards Network within 90 days after receipt of such notice given by you shall not constitute Good Reason: a material diminution in your duties
and responsibilities that is inconsistent with your position as Senior 

  

  
 Two North Riverside Plaza, Suite 950 • Chicago, Illinois 60606 • Phone: 312-521-6767 • Fax: 312-521-6768 • www.rewardsnetwork.com 








 
Vice President, General Counsel, Secretary and Chief Privacy Officer of Rewards Network, which shall not include an adverse change in your reporting
responsibilities. 
 3. The sixth paragraph of your Offer Letter shall be amended to read as follows: 
 The severance payments provided hereunder shall be made in lieu of any other severance payments under any severance agreement, plan, program or
arrangement of Rewards Network that may be applicable to you. This letter is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and
construed consistently with such intent. The payments to you pursuant to this letter are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury
regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). In the event the terms of this letter would subject you to taxes or penalties under Section 409A of the Code (“409A
Penalties”), Rewards Network and you shall cooperate diligently to amend the terms of this letter to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this letter are payable by reference to your
“termination of employment,” such term shall be deemed to refer to your “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this letter, if you are a
“specified employee,” as defined in Section 409A of the Code, as of the date of your separation from service, then to the extent any amount payable under this letter (i) constitutes the payment of nonqualified deferred
compensation, within the meaning of Section 409A of the Code, (ii) is payable upon your separation from service and (iii) under the terms of this letter would be payable prior to the six-month anniversary of your separation from
service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of the separation from service or (b) the date of your death. Any in-kind benefit provided during a calendar year shall not affect the
in-kind benefit to be provided during any other calendar year. The right to any in-kind benefit pursuant to this letter shall not be subject to liquidation or exchange for any other benefit. 
 *            *            * 
 Except as set forth herein, your Offer Letter will continue in effect in accordance with its terms. 
  

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 To indicate your acceptance to the amendments to your Offer Letter as set forth herein, please sign this
letter where indicated and return it to me. In the meantime, please do not hesitate to call me should you have any questions. 
  

	
	Very truly yours,
	
	 /s/ Ronald L. Blake

	Ronald L. Blake
	President and Chief Executive Officer


 Enclosure 

	cc:	Personnel File 

  

	
	AGREED TO AND ACCEPTED:
	
	 /s/ Roya Behnia

	Roya Behnia
	
	 Dated: December 15, 2008


  

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