Amendment No. 2 to Severance, Proprietary Interest Protection and Non-Solicitation Agreement between Rewards Network Services Inc. and Megan E. Flynn
This amendment updates a previous agreement between Rewards Network Services Inc. and Megan E. Flynn. It specifically changes the terms regarding what constitutes a reduction in the executive's duties following a change in control of the company. The amendment clarifies that a diminution in duties due to a change in control, as defined in the company's 2006 Long-Term Incentive Plan, is covered by the agreement. All other terms remain unchanged.
Exhibit 10.12
AMENDMENT NUMBER TWO 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, which was previously amended effective as of January 1, 2009 (the “Agreement”); and
WHEREAS, the Company and the Executive desire to further amend the Agreement.
NOW, THEREFORE, pursuant to Section 13 of the Agreement, Section 1(c)(i) of the Agreement is hereby amended in its entirety to read as follows:
“(i) a diminution in Executive’s duties resulting from a Change in Control (as such term is defined in the Company’s 2006 Long-Term Incentive Plan, as the same may be amended from time to time),”
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer and the Executive has executed this instrument as of the 16th day of August, 2010.
| REWARDS NETWORK INC. | ||
| By: | /s/ Ronald L. Blake | |
| Name: Ronald L. Blake | ||
| Title: President and CEO | ||
| /s/ Megan E. Flynn | ||
| Megan E. Flynn | ||
