Exhibit 10.26
AMENDMENT NUMBER ONE
TO
SEVERANCE, PROPRIETARY INTEREST
PROTECTION AND
NON-SOLICITATION
AGREEMENT
WHEREAS , Rewards Network Services Inc. (the
“Company”) and Megan E. Flynn (the
“Executive”) have heretofore entered into a Severance,
Proprietary Interest Protection and Non-Solicitation Agreement
dated as of March 18, 2005 (the “Agreement”);
and
WHEREAS , the Company 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 13 of the
Agreement, the Agreement is hereby amended as follows, effective as
of January 1, 2009:
1. Section 1(a) of the
Agreement is hereby amended to read as follows:
(a) If (i) Executive’s
employment is terminated by the Company for any reason other than
Cause (as defined below), disability or death, or
(ii) Executive resigns from employment for Good Reason (as
defined below), then Executive shall be entitled to (A) the
continued payment of her base salary (at Executive’s salary
rate on the termination date) for a period of 12 months, beginning
on the date of termination and payable on the Company’s
regularly scheduled payroll dates, and (B) payment of
Executive’s COBRA premiums for a period of twelve
(12) months, beginning on the date of termination;
provided that no such payments shall be made unless and
until Executive executes and delivers to the Company, not later
than 45 days after Executive’s date of termination, a
Severance and Release Agreement in form and substance satisfactory
to the Company (a “Severance Agreement”), and does not
revoke such Severance Agreement within the period, if any (not more
than seven days), permitted by the Company, which Severance
Agreement shall contain a general unconditional release of the
Company, non-compete and non-solicit covenants similar to those
found in Section 9 hereof, and a non-disparagement
covenant.
2. Section 1 of the Agreement
is hereby amended by adding the following new subsections
(c) and (d) at the end thereof:
(c) “Good Reason” means
the occurrence of any of the following events: (i) a
diminution in Executive’s duties resulting from a change of
control eve
