2003 Committee Charter : ADS

ALLIANCE DATA SYSTEMS CORPORATION
EXECUTIVE COMMITTEE CHARTER
Revised as of December 12, 2002
Function
The Executive Committee is a Committee of the Board of Directors (the "Board") of
Alliance Data Systems Corporation (the "Company"). Its primary function is to assist the
Board in fulfilling its oversight responsibilities. The Executive Committee, during
intervals between meetings of the Board, may exercise the power and authority of the
Board in the management of the business and the affairs of the Company, and may
authorize the seal of the Company to be affixed to all papers that may require it, except
with regard to a limited number of matters, which include amending the Certificate of
Incorporation or bylaws of the Company, declaring a dividend or authorizing the issuance
of capital stock of the Company, adopting an agreement of merger or consolidation on
behalf of the Company, and recommending to the stockholders of the Company a sale of
substantially all of the assets of the Company or the dissolution of the Company. All
actions of the Executive Committee shall be submitted for review and ratification by the
full Board.
Responsibilities
In meeting its responsibilities, the Executive Committee shall:
  • Approve any acquisition of the Company where the total consideration paid for the
    acquisition is greater than $5 million but does not exceed $10 million, with the
    Company's Chief Executive Officer having the authority to approve such transactions
    where the total consideration does not exceed $5 million; provided that prior notice of
    any such acquisition shall be provided to the Board. Approve the details of any
    acquisition in excess of $10 million if the Board has approved the strategy, concept
    and price range for the acquisition, so long as the cost of the acquisition remains
    within twenty percent of the range approved by the Board.
  • Approve any divestiture of the Company where the total consideration received for
    the divestiture is greater than $5 million but does not exceed $10 million, with the
    Company's Chief Executive Officer having the authority to approve such transactions
    where the total consideration does not exceed $5 million. Approve the details of any
    divestiture in excess of $10 million if the Board has approved the strategy, concept
    and price range for the divestiture, so long as the cost of the divestiture remains
    within twenty percent of the range approved by the Board.
  • Approve any capital expenditure not within the Annual Operating Plan where the
    aggregate cost of the expenditure is greater than $5 million but does not exceed $10
    million, with the Company's Chief Executive Officer having the authority to approve
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    such expenditure where the total cost does not exceed $5 million. Approve the details
    of any capital expenditure in excess of $10 million if the Board has approved the
    strategy, concept and price range for the capital expenditure, so long as the cost of the
    capital expenditure remains within twenty percent of the range approved by the
    Board.
  • Approve new lease commitments not within the Annual Operating Plan of the
    Company where the total amount to be paid under the commitment is greater than $5
    million but does not exceed $10 million, with the Company's Chief Executive Officer
    having the authority to approve such commitments where the total amount to be paid
    does not exceed $5 million. Approve the details of any lease commitment in excess of
    $10 million if the Board has approved the strategy, concept and price range for the
    lease commitment, so long as the cost of the lease commitment remains within twenty
    percent of the range approved by the Board.
  • Have the authority to designate any required officers of the Company to act on behalf
    of the Company in these transactions.
  • Approve any required resolutions to conclude the above transactions as if approved by
    the Board.
  • Have the authority to take action on those items that the Board may later designate.
  • Report Executive Committee actions to the Board with such recommendations as the
    Executive Committee may deem appropriate.
  • Review the Executive Committee's charter annually and update when appropriate.
  • Meet as frequently as circumstances dictate. The Executive Committee may ask
    members of management or others to attend the meeting or provide pertinent
    information as necessary.
  • Minutes of each meeting are to be prepared and sent to the Executive Committee
    members and the Company's directors who are not members of the Executive
    Committee. If the secretary or assistant secretary of the Company has not taken the
    minutes, they should be sent to him or her for permanent filing.
    Membership
    The membership of the Executive Committee shall consist of at least four members of the
    Board who shall serve at the pleasure of the Board.
    The duties and responsibilities of a member of the Executive Committee are in addition
    to those duties set out for a member of the Board.
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    Nothing contained in this Charter is intended to expand applicable standards of liability
    under statutory or regulatory requirements for the directors of the Company or members
    of the Executive Committee. The purposes and responsibilities outlined in this Charter
    are meant to serve as guidelines rather than as inflexible rules, and the Executive
    Committee is encouraged to adopt such additional procedures and standards as it deems
    necessary from time to time to fulfill its responsibilities.