Delaware
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001-40776
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87-1353472
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common stock,
par value $0.01 per share
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LYLT
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The Nasdaq Stock Market LLC
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Exhibit No.
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Document Description
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10.1
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Form of Non-employee Director Restricted Stock Unit Award Agreement under the Loyalty Ventures Inc. 2021 Omnibus Incentive Plan.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Loyalty Ventures Inc.
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Date: December 15, 2021
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By:
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/s/ Cynthia L. Hageman
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Cynthia L. Hageman
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Executive Vice President, General Counsel
and Secretary
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a)
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the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or
terminated by the Company at any time, to the extent permitted by the Plan;
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b)
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the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to
receive future awards, or benefits in lieu of awards, even if awards have been granted in the past;
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c)
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all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
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d)
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the Participant’s participation in the Plan is voluntary;
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e)
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the Award and any Stock or cash underlying or acquired pursuant to the Award, and the income and value of same, are not
part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments;
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f)
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the future value of the Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
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g)
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unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service
the Participant may provide as a director of any Affiliate;
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h)
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no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of this Award resulting from
termination of the Participant’s employment relationship (for any reason whatsoever and regardless of whether later found to be invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or the terms
of the Participant’s employment agreement, if any);
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i)
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except as otherwise stated in the country specific provisions below, for purposes of the Award, the Participant’s
employment relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found
to be invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or
determined by the Company, the Participant’s right to vest in the Award, if any, will terminate effective as of such date and will not be extended by any notice period (e.g., the Participant’s period of employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under the applicable laws in the
jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services
for purposes of the Award (including whether the Participant may still be considered to be providing services while on a leave of absence);
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j)
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unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits under the Plan
evidenced by this Agreement do not create any entitlement to have this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate
transaction affecting the Stock or this Award; and
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k)
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neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between
the Participant’s local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to the Participant pursuant to the Award or the subsequent sale of any shares of Stock acquired under the Plan.
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a)
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Data Collection and Usage. The Company and the Employer may collect, process and
use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of
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b)
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Incentive Plan Administration Service Providers. The Company transfers Data to
Fidelity Brokerage Services LLC and its affiliated companies (“Fidelity”), an independent service provider based in the United States, which is assisting the Company with the implementation, administration and management of the Plan.
In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant acknowledges and understands that Fidelity will open an account for the Participant
to receive this Award and to receive and trade shares of Stock, if any, acquired under the Plan. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being
a condition to the Participant’s ability to participate in the Plan.
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c)
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International Data Transfers. The Company and its service providers are based in
the United States. Participant’s country or jurisdiction may have different data privacy laws and protections than the United States. In the absence of appropriate safeguards, such as standard data protection clauses, the processing of
the Participant’s Data in the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, the Participant might not
have enforceable rights regarding the processing of the Participant’s Data in such countries. The Company’s legal basis, where required, for the transfer of Data is Participant’s consent.
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d)
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Data Retention. The Company will hold and use the Data only as long as is necessary
to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws.
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e)
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Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the
Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary
from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant this Award or other awards to the Participant
or administer or maintain such awards.
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f)
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Data Subject Rights. The Participant may have a number of rights under data privacy
laws in the Participant’s jurisdiction. Depending on where the Participant is located, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii)
deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any
potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, Participant may contact his or her local human resources representative.
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•
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is a prospectus, product disclosure statement or other disclosure document for purposes of the Corporations Act; or
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•
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has been filed or reviewed by a regulator in Australia (including ASIC).
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