Exhibit 10.10
NON-EMPLOYEE DIRECTOR 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 DATE
(the “Grant Date” ) by and between Alliance Data
Systems Corporation (the “Company” ) and NAME
(the “Participant” ) who is a non-employee
director of the Company.
WHEREAS, pursuant to the
Company’s 2005 Long-Term Incentive Plan (the “
Plan ”), the Company desires to afford the Participant
the opportunity to acquire, or enlarge his ownership of, the
Company’s common stock, $0.01 par value per share (“
Stock ”), so that he may have a direct proprietary
interest in the Company’s success.
WHEREAS, the Company desires to have
the Participant continue to serve on the Company’s Board of
Directors (“Board”) and to provide the Participant with
an incentive.
NOW, THEREFORE, in consideration of
the covenants and agreements herein contained, the parties hereto
agree as follows:
1. Restricted Stock Units
Awarded .
(a) The Company hereby awards to the
Participant, in the aggregate, AMOUNT 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.
(c) Except as provided in the Plan
or this Agreement, prior to vesting as provided in Section 2
of this Agreement, the Restricted Stock Units will be forfeited by
the Participant and all of the Participant’s rights to Stock
underlying the Award shall immediately terminate without any
payment or consideration by the Company, in the event of a
Participant’s early termination of service as provided in
Section 3 below.
2. Vesting . Subject
to Sections 1 and 3 of this Agreement, the restrictions thereon
will lapse and Award will vest upon the earlier of:
(a) The Participant’s
termination of service, which for the purposes of this Agreement is
defined as (i) the Participant’s separation of service
from the Board at the end of the Participant’s elected term
of service; (ii) the Participant’s death; or
(iii) the Participant’s Disability; or
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(b) Ten (10) years from the
Grant Date.
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.
3. Forfeiture for Early
Termination of Service . Unless otherwise determined by the
Committee at time of grant or thereafter or as otherwise provided
in the Plan, if the Participant terminates his service prior to the
end of his elected term, any unvested portion of any outstanding
Award held by a Participant at the time of such early termination
of service will be forfeited upon such termination.
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.
5. Adjustments; Change in
Control .
(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
