Executive Vice President - Marketing Services Employment Agreement - Michael Rauscher

Exhibit 10.21

EMPLOYMENT AGREEMENT

Employment Agreement dated as of September 10, 2002 (the " Agreement" ) by and between Trilegiant Corporation, a Delaware corporation (the " Company" ), and Michael Rauscher (the " Executive" ).

WHEREAS, the Company desires to employ the Executive as a senior executive of the Company, and the Executive desires to serve the Company in such capacity, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION I

EMPLOYMENT

The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the Period of Employment as provided in Section III below and upon the terms and conditions provided in this Agreement.

SECTION II

POSITION AND RESPONSIBILITIES During the Period of Employment, the Executive will serve as Executive Vice President - Marketing Services, and subject to the direction of the President of the Company, will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such position, as well as such additional duties as may be prescribed from time to time by the President. The Executive will, during the Period of Employment, devote substantially all of the Executive' s working time and attention to the performance of services for the Company. The Executive will maintain a primary office and conduct Executive' s business in Fairfield County, Connecticut (or in such other location where the Company maintains its principal corporate offices, subject to the provisions of Section VII(C)(ii) below), except for normal and reasonable business travel in connection with the Executive' s duties hereunder.

SECTION III

PERIOD OF EMPLOYMENT

The period of the Executive' s employment under this Agreement (the " Period of Employment" ) will begin on the date hereof and end on the second anniversary hereof, subject to earlier termination as provided in this Agreement. This Agreement, and the Period of Employment, shall automatically renew on the second anniversary of the date of this Agreement and on the anniversary date of each year thereafter and upon each such renewal shall extend for an additional one-year period, unless either party delivers written notice of termination of the Agreement at least ninety (90) days prior to the then-applicable renewal date.


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SECTION IV

COMPENSATION AND BENEFITS

A. Compensation . For all services rendered by the Executive pursuant to this Agreement during the Period of Employment, including services as an executive, officer, director or committee member of the Company or any of its subsidiaries or affiliates, the Executive will be compensated as follows:

i. Base Salary . The Company will pay the Executive a fixed base salary (" Base Salary" ) of not less than Two Hundred Fifty Thousand dollars ($250,000) per annum. The Executive will be eligible to receive annual increases as the Company deems appropriate, in accordance with the Company' s customary procedures regarding the salaries of officers, but with due consideration given to the published Consumer Price Index applicable to the New York/Southern Connecticut greater metropolitan area. Base Salary will be payable according to the customary payroll practices of the Company, but in no event less frequently than once each month.

ii. Annual Incentive Awards . The Executive will be eligible for discretionary annual incentive compensation awards (" Incentive Compensation Awards" ); provided that the Executive will be eligible to receive an annual bonus in respect of each fiscal year of the Company during the Period of Employment based upon a target bonus of not less than fifty percent (50%) of Base Salary, subject to the attainment by the Company of applicable performance targets established and certified by the Company in its sole discretion. iii. Employee Benefits . The Executive will be entitled to participate in all other compensation and employee benefit plans or programs and receive all benefits for which salaried employees of the Company generally are eligible under any plan or program now in effect, or later established by the Company, on the same basis as similarly situated senior officers of the Company with comparable duties and responsibilities. The Executive will participate to the extent permissible under the terms and provisions of such plans or programs, and in accordance with the terms of such plans and program. SECTION V

BUSINESS EXPENSES

The Company will reimburse the Executive for all reasonable travel and other expenses incurred by the Executive in connection with the performance of the Executive' s duties and obligations under this Agreement. The Executive will comply with such limitations and reporting requirements with respect to expenses as may be established by the Company from time to time for its salaried employees and will promptly provide all appropriate and requested documentation in connection with such expenses.

SECTION VI

DISABILITY

A. If the Executive becomes Disabled, as defined below, during the Period of Employment, the Period of Employment may be terminated at the option of the Executive upon notice of resignation to the Company, or at the option of the Company upon notice of termination


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to the Executive. The Company' s obligation to make payments to the Executive under this Agreement will cease as of such date of termination, except for Base Salary and Incentive Compensation Awards earned but unpaid as of the date of such termination. For purposes of this Agreement, " Disabled" means the Executive' s inability to perform Executive' s duties hereunder as a result of serious physical or mental illness or injury for a period of no less than 60 consecutive days, together with a determination by an independent medical authority that (i) the Executive is currently unable to perform such duties and (ii) in all reasonable likelihood such disability will continue for an additional period in excess of 60 days beyond such original 60-day period. Such medical authority shall be selected by the Company and such opinion shall be binding on the Company and the Executive.

SECTION VII

DEATH

In the event of the death of the Executive during the Period of Employment, the Period of Employment will end and the Company' s obligation to make payments under this Agreement will cease as of the date of death, except for Base Salary and Incentive Compensation Awards earned but unpaid through the date of death, which amounts will be paid to the Executive' s surviving spouse, estate or personal representative, as applicable.

SECTION VIII EFFECT OF TERMINATION OF EMPLOYMENT

A. Without Cause Termination and Constructive Discharge . If the Executive' s employment terminates during the Period of Employment due to either a Without Cause Termination or a Constructive Discharge as defined below, subject to the Executive executing a release of claims against the Company and subsidiaries and affiliates as more fully described in paragraph D of this Section VIII, then the Company will pay the Executive a lump sum amount equal to 100% of the Base Salary, plus any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination. For purposes of this Section VIII, Incentive Compensation Awards shall be deemed to be " earned" by the Executive only to the extent that the Executive remains employed by the Company or its subsidiaries or affiliates as of the end of the applicable period for which any performance tied to such award is measured. Except as provided in this paragraph (and except for any remaining obligations under any then applicable employee benefit, stock option, restricted stock or similar plan (and any agreements entered into in connection therewith) and except as provided in Section XV below) the Company and its subsidiaries and affiliates will have no further obligations to the Executive hereunder.

B. Termination for Cause; Resignation . If the Executive' s employment terminates due to a Termination for Cause or a Resignation, Base Salary and any Incentive Compensation Awards earned but unpaid as of the date of such termination will be paid to the Executive in a lump sum. Except as provided in this paragraph (and except for any remaining obligations under any then applicable employee benefit, stock option, restricted stock or similar plan (and any agreements entered into in connection therewith) and except as provided in Section XV below) the Company and its subsidiaries and affiliates will have no further obligations to the Executive hereunder.


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C. For purposes of this Agreement, the following terms have the following meanings: i. " Termination for Cause" means (i) the Executive' s willful failure to substantially perform Executive' s duties as an employee of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any of its subsidiaries or affiliates, (iii) the Executive' s conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal) or (iv) the Execu ...