Exhibit 10.23
AMENDMENT NUMBER ONE
TO
EMPLOYMENT
AGREEMENT
WHEREAS , Rewards Network Inc. (the
“Corporation”) and Ronald L. Blake (the
“Executive”) have heretofore entered into an Employment
Agreement dated as of September 13, 2005 (the
“Agreement”); and
WHEREAS , the Corporation and the Executive desire to
amend the Agreement to comply with final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).
NOW, THEREFORE
, pursuant to Section 21 of the
Agreement, the Agreement is hereby amended as follows, effective as
of January 1, 2009:
1. Section 3(b) of the
Agreement is hereby amended by adding the following sentence at the
end thereof:
The annual bonus
payable with respect to any fiscal year shall be paid within
2 1
/
2 months after the end of such
fiscal year.
2. Section 3(e) of the
Agreement is hereby amended by inserting the phrase “in
accordance with Section 24” immediately after the phrase
“reimburse the Executive,” where it appears
therein.
3. Section 4(a) of the
Agreement is hereby amended by adding the following sentence at the
end thereof:
The payments
described in clauses (i), (ii) and (iii) above shall be
paid not later than March 15 th of the year following the year
in which the Executive’s death occurs, except to the extent
the timing of such payment is otherwise governed by the terms of an
applicable plan, program or arrangement of the
Corporation.
4. Section 4(b) of the
Agreement is hereby amended by adding the following sentence at the
end thereof:
The payments
described in clauses (i), (ii) and (iii) above shall be
paid not later than March 15 th of the year following the year
in which the Executive’s employment terminates, except to the
extent the timing of such payment is otherwise governed by the
terms of an applicable plan, program or arrangement of the
Corporation.
5. Section 4(d) of the
Agreement is hereby amended by adding the following to the end of
clause (iv) in the second sentence thereof:
“, but in no event later than
the date on which such options would have expired if the Executive
had remained employed during such 90-day period
6. Section 4(f) of the
Agreement is hereby amended by adding the following to the end of
clause (iv) in the second sentence thereof:
“, but in no event later than
the date on which such options would have expired if the Executive
had remained employed during such 90-day period
7. Section 4(f) of the
Agreement is hereby amended by deleting the phrase “an
isolated, insubstantial or inadvertent action or failure which is
remedied by the Corporation within 30 days after receipt of such
notice,” and inserting in its place the phrase “an
action or failure which is remedied by the Corporation within 90
days after receipt of such notice.”
8. Section 4(h
