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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 |
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
Amendment No. One to Performance-Based Restricted Stock Unit Award Agreement |
Exhibit 10.44
Amendment Number One
Restricted Stock Unit Award Agreement
Under The Alliance Data Systems Corporation
2005 Long-Term Incentive Plan
THIS AMENDMENT NUMBER ONE (“Amendment”) to the 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.
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