TIME-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE ALLIANCE DATA SYSTEMS CORPORATION
2005 LONG-TERM INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (the “Agreement” ), made as of
March 27, 2009 (the “Grant Date” ) by and
between Alliance Data Systems Corporation (the
“Company” ) and J. Michael Parks (the
“Participant” ) who is an employee of the
Company or one of its Affiliates, evidences the grant by the
Company of an award of restricted stock units (the
“Award”) to the Participant and the
Participant’s acceptance of the Award in accordance with the
provisions of the Alliance Data Systems Corporation 2005 Long-Term
Incentive Plan (the “Plan”) . The Company and
the Participant agree as follows:
1. Basis for
Award . The Award is made under the Plan pursuant to
Section 5(f) thereof for service rendered to the Company by the
Participant and in accordance with the terms of the Transition
Agreement between ADS Alliance Data Systems, Inc and Participant
dated March 27, 2009.
2. Restricted Stock Units
Awarded .
(a) The Company hereby awards
to the Participant, in the aggregate, 52,000 Restricted Stock Units
which shall be subject to the conditions set forth in the Plan and
this Agreement.
(b) Restricted Stock Units
shall be evidenced by an account established and maintained for the
Participant, which shall be credited for the number of Restricted
Stock Units granted to the Participant. By accepting this Award,
the Participant acknowledges that the Company does not have an
adequate remedy in damages for the breach by the Participant of the
conditions and covenants set forth in this Agreement and agrees
that the Company is entitled to and may obtain an order or a decree
of specific performance against the Participant issued by any court
having jurisdiction.
3. Vesting .
Subject to Section 2 of this Agreement, your Restricted Stock
Units will vest and the restrictions will lapse with respect to 50%
of the Award on March 1, 2011; and 50% of the Award on
March 1, 2012.. Notwithstanding the foregoing, subject to the
limitations of the Plan, the Committee may accelerate the vesting
of all or part of the Award at any time and for any reason. As soon
as practicable after the Award vests and consistent with
Section 409A of the Code, payment shall be made in Stock
(based upon the Fair Market Value of the Stock on the day all
restrictions lapse). The Committee shall cause a Stock certificate
to be delivered to the Participant or the Participant’s
electronic account with respect to such Stock free of all
restrictions or the Stock may be delivered electronically. Any
number of shares delivered shall be net of the number of shares
withheld pursuant to Section 10.
4. Company;
Participant .
(a) The term
“Company” as used in this Agreement with
reference to employment shall include the Company and its
Affiliates, as appropriate.
(b) Whenever the word
“Participant” is used in any provision of this
Agreement under circumstances where the provision should logically
be construed to apply to the beneficiaries, the executors, the
administrators, or the person or persons to whom the Restricted
Stock Units may be transferred by will or by the laws of descent
and distribution, the word “Participant” shall
be deemed to include such person or persons.
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5.
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Adjustments; Change in Control
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(a) In the event that the
Committee determines that any dividend or other distribution
(whether in the form of cash, Stock or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of
Stock or other securities, liquidation, dissolution, or other
similar corporate transaction or event, affects the Stock such that
an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust
any or all of the number and kind of shares that may be
issued in respect of Restricted Stock Units. In addition, the
Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Company
or any Affiliate or the financial statements of the Company or any
Affiliate or in response
