Exhibit 10.23
This SEVERANCE, PROPRIETARY
INTEREST PROTECTION AND NON-SOLICITATION AGREEMENT dated
as of March 18, 2005 (the “ Agreement ”) is
made by and between REWARDS NETWORK SERVICES INC. , a
Delaware corporation (the “ Company ”), and
MEGAN E. FLYNN (the “ Executive
”).
WHEREAS , the Company wishes to continue to employ the
Executive as its Senior Vice President, Business Development
reporting directly to the Company’s Chief Executive
Officer;
WHEREAS , the Company wishes to provide the benefits
under this Agreement as an inducement for the Executive to continue
such employment; and
WHEREAS , the Executive wishes to continue such
employment on the condition that the Company provide the benefits
under this Agreement;
NOW, THEREFORE
, the Company and the Executive
hereby agree as follows:
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1.
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Termination
without Cause/Change of Control/Changed Circumstances
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(a) If (i) Executive’s
employment is terminated by the Company for any reason other than
Cause (as defined below), disability or death, (ii) there is a
change of control event (as defined in the Company’s LTIP)
and a diminution in Executive’s duties resulting from
such change of control event, (iii) at the direction of the
Company, Executive no longer reports directly to the Chief
Executive Officer, (iv) at the direction of the Company,
Executive is no longer a member of the Company’s executive
management team (e.g., Strategy Council or its functional
equivalent), (v) without Executive’s prior consent,
Executive is no longer the top executive in the Business
Development Department (or its functional equivalent), or
(vi) Executive no longer has any employees reporting directly
to her; then Executive will be entitled to twelve
(12) month’s base salary (at the Executive’s
salary rate on the termination date) and twelve
(12) month’s COBRA reimbursement from the termination
date; provided , that Employee executes and delivers a
Severance and Release Agreement in form and substance satisfactory
to Employer (a “Severance Agreement”) which will
contain a general unconditional release of Employer, non-compete
and non-solicit covenants similar to those found in Section 9
hereof, and a non-disparagement covenant.
(b) “ Cause ”
shall mean an event where the Executive (i) commits any act of
fraud, willful misconduct or dishonesty in connection with this
employment or which injures the Company or its direct or indirect
subsidiaries; (ii) commits a material violation of law, rule
or regulation of any governmental authority (federal, state or
foreign) or any securities exchange or association or regulatory or
self-regulatory body; (iii) is charged with a crime involving
moral turpitude, dishonesty, fraud or unethical business conduct,
or a felony; or (iv) gives or accepts undisclosed commissions
or other payments in cash or in kind in connection with the affairs
of the Company or any of its direct or indirect subsidiaries or
their respective clients.
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2.
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Limited Circumstances in Which
Benefits are Payable Hereunder . No benefits shall be payable under this
Agreement in the event that the Executive’s employment with
the Company ceases for any reason other than termination by the
Company without Cause or any of the changed circumstances set forth
in Section 1(a) above. Without limiting the generality of the
foregoing, no benefits shall be payable hereunder in the event that
the
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Executive’s employment with
the Company ceases as the result of termination by the Company for
Cause, termination by the Executive, or the death or disability of
the Executive. In the case of termination of the Executive’s
employment as a result of the death or disability of the Executive,
benefits will be provided in accordance with the Company’s
compensation and benefit plans in which the Executive participated
immediately prior to her termination of employment.
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3.
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At-Will
Employment . This
Agreement is not an employment contract for a definite period.
Executive is still an at-will employee. Executive or Rewards
Network may terminate the employment relationship at any time
without notice.
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4.
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Disclosure
of Confidential Information . Executive will not, without the
Company’s prior permission, directly or indirectly disclose
to anyone outside of the Company, either during or after her
employment, trade secrets or other confidential information of the
Company, or any information received in confidence from third
parties by the Company or about third parties by the Company, as
long as such matters remain trade secrets or confidential. The term
“ Company ” as used in this Agreement shall
include Rewards Network Services Inc. and its affiliated, parent
and subsidiary corporations as well as its successors and assigns.
Trade secrets and other confidential information shall include any
information or material which has not been made available generally
to the public and which (a) is generated or collected by or
utilized in the operations of the Company and relates to the actual
or anticipated business or research or development of the Company;
or (b) is suggested by or results from any task assigned to
Executive by the Company or work performed by her for or on behalf
of the Company. The confidentiality obligations herein shall not
prevent Executive from revealing evidence of criminal wrongdoing to
law enforcement or prohibit her from divulging confidential
information or trade secrets by order of court or agency of
competent jurisdiction; however, Executive shall promptly inform
the Company of any such situations and shall take such reasonable
steps to prevent disclosure of confidential information or trade
secrets until the Company has been informed of such requested
disclosure and the Company has had an opportunity to respond to the
court or agency.
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5.
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Return of
Property and Copying .
Executive agrees that all tangible materials (whether originals or
duplicates), including, but not limited to, drawings, notebooks,
reports, proposals, price lists, list of actual or potential
customers or suppliers, formulae, prototypes, tools, equipment,
models, specifications, methodologies, blueprints, financial data,
contracts, agreements, correspondence, doc
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