Exhibit 10.32
AMENDMENT NUMBER ONE
TO
SEVERANCE, PROPRIETARY INTEREST
PROTECTION AND
NON-SOLICITATION
AGREEMENT
WHEREAS , Rewards Network Establishment Services Inc.
(the “Company”) and Robert Wasserman (the
“Executive”) have heretofore entered into a Severance,
Proprietary Interest Protection and Non-Solicitation Agreement
dated as of June 14, 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 Corporation 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 the continued
payment of his base salary (at Executive’s salary rate on the
termination date) for a period of six months, plus one additional
month for each complete year of service with the Corporation, with
a maximum period of 12 months, beginning on the date of termination
and payable on the Corporation’s regularly scheduled payroll
dates; provided that no such payments shall be made unless
and until Executive executes and delivers to the Corporation, not
later than 45 days after Executive’s date of termination, a
Severance and Release Agreement in form and substance satisfactory
to the Corporation (a “Severance Agreement”), and does
not revoke such Severance Agreement within the period, if any (not
more than seven days), permitted by the Corporation, which
Severance Agreement shall contain a general unconditional release
of the Corporation, 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
