Rewards Network Inc. 2009 Incentive Compensation Plan

Exhibit 10.1

Rewards Network Inc.

2009 Incentive Compensation Plan

Participation in the 2009 Incentive Plan

The Chief Executive Officer will recommend to the Compensation Committee the members of the management of Rewards Network Inc. and its subsidiaries (collectively, the “ Corporation ”) that will be eligible to participate in the Rewards Network Inc. 2009 Incentive Compensation Plan (the “ 2009 Incentive Plan ”).

All members of the Corporation’s management who participate in the 2009 Incentive Plan must be approved by the Compensation Committee of the Board of Directors. Members of the Corporation’s management who are approved to participate in the 2009 Incentive Plan are referred to as “ Participants .”

Incentive Compensation Determination

The 2009 Incentive Plan provides Participants with the possibility of receiving incentive compensation (“ 2009 Awards ”) based on (a) the Participant’s individual performance during 2009 as determined by the Participant’s supervisor, and (b) the overall performance of the Company as reflected by 2009 EBITDA, as defined below.

2009 EBITDA

“ 2009 EBITDA ” means the Corporation’s 2009 earnings before interest, income taxes, depreciation and amortization. For purposes of the 2009 Incentive Plan, the Corporation’s 2009 EBITDA shall be determined without regard to any expense for management incentive compensation (including management incentive compensation expense (a) for incentive compensation payable under the 2009 Incentive Plan or (b) related to management restricted stock unit awards granted in 2009) and may be adjusted with the approval of the Compensation Committee to exclude any unusual and non-recurring gains and losses. 2009 EBITDA will be determined by the Corporation in its sole discretion, with the Compensation Committee making the final determination, and such determination will be final and binding on all Participants and not subject to review.

2009 EBITDA Threshold and Target

The Compensation Committee will determine an “ EBITDA Threshold ” and an “ EBITDA Target ” during the first quarter of 2009 (or later, if necessary) and will promptly communicate these targets to all Participants.

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Incentive Compensation Pool

The total amount of 2009 Awards payable to Participants under the 2009 Incentive Plan, if any, will be determined by the Compensation Committee as soon as practical after December 31, 2009. If the Corporation’s 2009 EBITDA is less than or equal to the EBITDA Threshold, then there shall be no 2009 Awards. If the Corporation’s 2009 EBITDA is greater than the EBITDA Threshold, then an incentive compensation pool shall be funded and available for 2009 Awards as follows:

The “ Base Incentive Compensation Pool ” will equal the aggregate Target, as provided below, of all Participants who are eligible to receive 2009 Awards at the time the 2009 Awards are payable, as provided below. The Compensation Committee will increase or decrease the Base Incentive Compensation Pool to arrive at the “ Final Incentive Compensation Pool ” as follows: