10.3
Execution Version
EMPLOYMENT AGREEMENT
Employment Agreement made as of the Closing (as defined herein), between Velo Holdings Inc.
(“Parent”), Vertrue Incorporated (the “Company”), and Gary A. Johnson, (the “Executive”).
RECITALS:
WHEREAS, Executive is currently employed by the Company as its President and Chief Executive
Officer;
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of March 22,
2007, (the “Merger Agreement”) with Parent, pursuant to which Velo Acquisition Inc., a wholly-owned
subsidiary of Parent (“Merger Sub”) will be merged with and into the Company and the Company will
become the surviving corporation in the merger and a wholly-owned subsidiary of Parent (the
“Merger”);
WHEREAS, in connection with the execution of the Merger Agreement, Executive entered into a
Rollover and Voting Commitment Letter, dated March 22, 2007, (the “Rollover Letter”) with Parent,
pursuant to which (i) Executive agreed to certain commitments relating to his shares of common
stock in the Company prior to the Merger (the “Rollover Securities”), and (ii) Parent and Executive
agreed to enter into an employment agreement upon consummation of the Merger (the “Closing”) to
provide for Executive’s continued employment with the Company (as the surviving entity in the
Merger) following the Closing, substantially on the terms as set forth in the Rollover Letter and
its corresponding Exhibit;
WHEREAS, on July 18, 2007, certain amendments were made to the Merger Agreement and the
Rollover Letter; and
WHEREAS, Parent and Executive desire to memorialize the terms of Executive’s continued
employment with the Company after the Merger as set forth in the Rollover Letter, as amended, all
in accordance with the terms contained in this Employment Agreement (the “Agreement”).
NOW THEREFORE in consideration of the foregoing and the mutual agreements contained herein
(the receipt and adequacy of which are acknowledged), the parties agree as follows:
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