AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT (“Amendment”), by and among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), AFFINION GROUP, INC., a Delaware corporation and wholly-owned subsidiary of the Company (“Affinion”), and TODD SIEGEL (“Executive”) (collectively, the “Parties”) is made as of September 20, 2012.
WHEREAS, the Company, Affinion and Executive previously entered into an Employment Agreement, dated as of November 9, 2007 (the “Employment Agreement”), pursuant to which Executive serves Executive Vice President and Chief Financial Officer of the Company;
WHEREAS, the Company intends to employ a new Chief Financial Officer;
WHEREAS, in connection therewith, the Company desires to adjust its management structure;
WHEREAS, in connection with such restructuring, the Employment Agreement will be modified as set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:
| 1. | Section 2(a) of the Employment Agreement shall be deleted in its entirety and replaced with the following: |
“Position. During the Employment Period, Executive shall serve as Chief Executive Officer of the Company. In performing his duties hereunder, Executive shall report directly to the Board. If reasonably requested by the Board, Executive hereby agrees to serve (without additional compensation) as an officer and director of any member of the “Affinion Group” (as defined in Section 5(a) below).”
| 2. | The amount of Executive’s Annual Base Salary in Section 2(c)(i) is hereby increased to $600,000.00. |
| 3. | The amount of Executive’s Target Bonus in Section 2(c)(ii) is hereby increased to 150% of Executive’s Annual Base Salary. |
| 4. | Section 3(b) of the Employment Agreement is hereby amended by deleting the second sentence thereof in its entirety and inserting the following in its place: |
“For purposes of this Agreement, “Cause” shall mean Executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to
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substantially perform his duties as Chief Executive Officer; or (v) a material breach by Executive of this Agreement; provided that in the event of a termination pursuant to clause (iv) or (v), to the extent such failure to perform duties or material breach is subject to cure, the Company shall have notified Executive in writing describing such failure to perform duties or material breach and Executive shall have failed to cure such failure to perform or breach within 30 days after his receipt of such written notice.”
| 5. | Section 4(a)(ii) of the Employment Agreement is hereby amended by deleting the words “100% of” and inserting the words “two times”. |
| 6. | Section 10(g) of the Employment Agreement is hereby amended by deleting the word “President” and inserting the words “General Counsel”. |
| 7. | This Amendment shall become effective at such time as the Company enters into a definitive employment agreement with a new Chief Financial Officer. |
| 8. | The Employment Agreement, as amended by the terms of this Amendment, will supersede the prior terms of the Employment Agreement. |
| 9. | This Amendment will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. |
| 10. | This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. |
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| AFFINION GROUP HOLDINGS, INC. | ||
| By: | /s/ Sloane Levy | |
| Name: | Sloane Levy | |
| Title: | Executive Vice President, General Counsel | |
| AFFINION GROUP, INC. | ||
| By: | /s/ Sloane Levy | |
| Name: | Sloane Levy | |
| Title: | Executive Vice President, General Counsel | |
| TODD SIEGEL | ||
| By: | /s/ Todd H. Siegel | |
