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Alliance Data Systems Corp – ‘10-K’ for 12/31/09 – EX-10.51

On:  Monday, 3/1/10, at 9:06am ET   ·   For:  12/31/09   ·   Accession #:  1193125-10-43956   ·   File #:  1-15749

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/01/10  Alliance Data Systems Corp        10-K       12/31/09   37:5.7M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.61M 
 2: EX-10.1     Office Lease                                        HTML    258K 
 3: EX-10.10    Letter Agreement                                    HTML     17K 
13: EX-10.101   Purchase and Sale Agreement                         HTML    113K 
14: EX-10.102   First Amendment to Purchase and Sale Agreement      HTML     25K 
15: EX-10.103   Second Amendment to Purchase and Sale Agreement     HTML     18K 
16: EX-10.104   Third Amendment to Purchase and Sale Agreement      HTML     24K 
17: EX-10.105   Consent to Purchase and Sale Agreement              HTML     23K 
18: EX-10.106   Fourth Amendment to Purchase and Sale Agreement     HTML     48K 
19: EX-10.107   Second Amended and Restated Pooling and Servicing   HTML    472K 
                          Agreement                                              
20: EX-10.108   First Amendment to Second Amended and Restated      HTML     25K 
                          Pooling and Servicing Agreement                        
21: EX-10.109   Second Amendment to Second Amended and Restated     HTML     25K 
                          Pooling and Servicing Agreement                        
22: EX-10.110   Fourth Amendment to Second Amended and Restated     HTML     24K 
                          Pooling and Servicing Agreement                        
23: EX-10.111   Amendment to Second Amended and Restated Pooling    HTML     21K 
                          and Servicing Agreement                                
24: EX-10.112   Amendment to Second Amended and Restated Pooling    HTML     42K 
                          and Servicing Agreement                                
25: EX-10.113   Sixth Amendment to Second Amended and Restated      HTML     55K 
                          Pooling and Servicing Agreement                        
26: EX-10.122   Series 2006-A Indenture Supplement                  HTML    281K 
27: EX-10.123   Series 2007-I Indenture Supplement                  HTML    327K 
28: EX-10.124   Series 2009-Vfc1 Indenture Supplement               HTML    194K 
29: EX-10.125   Series 2009-Vfn Indenture Supplement                HTML    211K 
30: EX-10.126   Series 2009-Vfn Indenture Supplement                HTML    214K 
 4: EX-10.14    Third Amendment to Lease Agreement                  HTML     38K 
 5: EX-10.19    Lease Amending Agreement by and Between Dundeal     HTML     62K 
                          Canada Inc. and Loyaltyone Inc.                        
 6: EX-10.21    Third Lease Amendment                               HTML     32K 
 7: EX-10.26    Lease of Space                                      HTML    349K 
 8: EX-10.44    Amendment No. One to Performance-Based Restricted   HTML     15K 
                          Stock Unit Award Agreement                             
 9: EX-10.51    Amendment No. One to Canadian Performance-Based     HTML     15K 
                          Restricted Stock Unit Award Agmt                       
10: EX-10.60    Amended and Restated Alliance Data Systems 401(K)   HTML    359K 
                          and Retirement Savings Plan                            
11: EX-10.61    Form of Performance-Based Restricted Stock Unit     HTML     39K 
                          Award Agreement                                        
12: EX-10.62    Form of Canadian Performance-Based Restricted       HTML     39K 
                          Stock Unit Award Agreement                             
31: EX-12.1     Statement Re Computation of Ratios                  HTML     14K 
32: EX-21       Subsidiaries of the Registrant                      HTML     30K 
33: EX-23.1     Consent of Deloitte & Touche LLP                    HTML     14K 
34: EX-31.1     Certification of CEO Pursuant to Rule 13A-14(A)     HTML     17K 
35: EX-31.2     Certification of CFO Pursuant to Rule 13A-14(A)     HTML     17K 
36: EX-32.1     Certification of CEO Pursuant to Rule 13A-14(B)     HTML     15K 
37: EX-32.2     Certification of CFO Pursuant to Rule 13A-14(B)     HTML     15K 


EX-10.51   —   Amendment No. One to Canadian Performance-Based Restricted Stock Unit Award Agmt


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  Amendment No. One to Canadian Performance-Based Restricted Stock Unit Award Agmt  

Exhibit 10.51

Amendment Number One

Canadian Restricted Stock Unit Award Agreement

Under The Alliance Data Systems Corporation

2005 Long-Term Incentive Plan

THIS AMENDMENT NUMBER ONE (“Amendment”) to the Canadian Restricted Stock Unit Award Agreement (the “Award Agreement”) Under The Alliance Data Systems Corporation 2005 Long-Term Incentive Plan, as amended, is made as of the 1st day of October, 2009.

The Board of Directors (the “Board”) and the Compensation Committee of the Board of Alliance Data Systems Corporation, at meetings held on September 23 and 24, 2009, approved an amendment to the Award Agreement to allow for settlement of awards in cash, as follows:

1. Section 3(a) is amended and restated in its entirety as follows:

(a) Subject to Sections 2 and 4 of this Award Agreement, the Award will vest upon the Board’s certification of attainment of the Performance Goals set forth in Section 3(b) below; provided, that, the Participant is then employed by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in cash (based upon the Fair Market Value of the Stock on the day all restrictions lapse). Any cash payment shall be net of the amount withheld pursuant to Section 11.

2. Section 8 is amended and restated in its entirety as follows:

8. Compliance with Law. Notwithstanding any of the provisions hereof, the Company will not be obligated to make a cash payment to the Participant hereunder, if the cash payment shall constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the issuance or transfer of Stock pursuant thereto to comply with any law or regulation of any governmental authority.

3. Section 11 is amended and restated in its entirety as follows:

11. Taxes and Share Withholding. At such time as the Participant has taxable income in connection with an Award (a “Taxable Event”), the Company will require the withholding of a portion of any cash payment to the Participant equal to, but not in excess of an amount equal to, the minimum federal, state and local income taxes and other amounts as may be required by law to be withheld by the Company in connection with the Taxable Event.


4. Except as expressly modified by this Amendment and any prior amendments, all other terms and provisions of the Award Agreement shall remain in full force and effect. To the extent that there is a conflict between this Amendment and the Award Agreement, the provisions of this Amendment shall prevail. All capitalized terms not defined herein shall have the meanings ascribed to them in the Award Agreement.


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/29/11  SEC                               UPLOAD9/21/17    1:45K  Bread Financial Holdings, Inc.
 1/26/11  SEC                               UPLOAD9/21/17    1:60K  Bread Financial Holdings, Inc.
12/23/10  SEC                               UPLOAD9/21/17    1:56K  Bread Financial Holdings, Inc.
11/22/10  SEC                               UPLOAD9/21/17    1:58K  Bread Financial Holdings, Inc.
 9/23/10  SEC                               UPLOAD9/21/17    1:60K  Bread Financial Holdings, Inc.
 7/20/10  SEC                               UPLOAD9/21/17    1:78K  Bread Financial Holdings, Inc.
 5/28/10  SEC                               UPLOAD9/21/17    1:56K  Bread Financial Holdings, Inc.
 4/01/10  SEC                               UPLOAD9/21/17    1:80K  Bread Financial Holdings, Inc.
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Filing Submission 0001193125-10-043956   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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