EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of the 13 day of July, 2007 by and between JOHN NORDIN (?Nordin?) and KAR HOLDINGS, INC., a Delaware corporation (?Company?).

RECITALS

WHEREAS, the Company desires to employ Nordin and Nordin desires to be employed by the Company upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

1. Employment. The Company hereby employs Nordin, and Nordin hereby accepts employment with the Company, as Chief Information Officer, whose duties include overseeing the information technology aspects of the Company and its affiliated companies. Nordin shall be an executive of the Company and shall be subject to the direction and control of the President and Chief Executive Officer of the Company and the Board of Directors of the Company (the ?Board?). Nordin shall devote all of his business time and services to the business and affairs of the Company. Nordin shall also perform such other executive-level duties consistent with his position as Chief Information Officer as may be assigned to him from time to time by the Chief Executive Officer, including serving as an officer and/or director of the Company?s operating subsidiaries. The duties and services to be performed by Nordin hereunder shall be substantially rendered at the Company?s principal offices as determined by the Board, except for reasonable travel on the Company?s business incident to the performance of Nordin?s duties.

2. Compensation. As compensation for Nordin?s services provided hereunder, the Company agrees to provide the following compensation:

2.1 Base Salary. While this Agreement is in effect, the Company agrees to pay to Nordin a base salary at the rate of $275,000 per annum commencing on the date of hire (?Base Salary?). The Base Salary shall be subject to annual review by the Board and any committee thereof (?Committee?) or the Compensation Committee and may be increased by the Board in their sole and absolute discretion but may not be decreased. Such salary shall be payable to Nordin in such equal periodic payments as the Company generally pays its employees, but in no event less frequently than monthly.

2.2 Incentives. As additional compensation for performance of the services rendered by Nordin during the term of this Agreement, the Company will pay to Nordin, in cash, a performance bonus equal to fifty percent (50%) of Nordin?s annual salary based upon the achievement of objectively quantifiable and measurable goals and objectives which shall be determined, in advance, by the Compensation Committee of the Board with respect to each fiscal year of the Company. This amount is hereinafter referred to as ?Incentive Compensation.? Incentive Compensation that becomes payable to Nordin under this Section 2.2 shall be paid to Nordin between January 1 and March 15 of the calendar year following the year in which the Incentive Compensation was earned and no longer subject to a substantial risk of forfeiture, if any.

2.3 Options. The Company shall provide Nordin with profit interests in KAR Holdings, LLC as additional compensation for performance of services.

2.4 Benefits. During the term of his employment or for such time as otherwise provided in this Agreement, Nordin shall be entitled to participate, subject to the terms and conditions of the applicable plan documents and policies, in such vacation, auto allowance, benefit plans, fringe benefits, life insurance, medical and dental plans, retirement plans and other programs as are offered from time to time by the Company to similarly situated executives of the Company and are described in the Company?s employee benefit handbooks. Nordin shall be entitled to four weeks of paid vacation each calendar year, subject to the accrual provisions and any limitations on carryover of unused vacation generally applicable to employees. Nordin shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. In connection with expenses pursuant to this Section 2.4, the Company shall reimburse Nordin for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company?s generally applicable policies.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC