EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is entered into as of this 26th day of April, 2007 (the “Effective Date”) by and among Richard Holland (“Employee”), Arkona, Inc. (“Employer”) and DA Acquisition Corp., a Delaware corporation (“MergerSub”), a subsidiary of DealerTrack Holdings, Inc., a Delaware corporation (“Parent”). This Agreement shall become effective on the date (the “Effective Date”) that the merger of MergerSub with and into Employer becomes effective pursuant to the terms of the Agreement and Plan of Merger by and among the Parent, MergerSub and Employer dated as of April 26, 2007 (including exhibits attached thereto, the “Merger Agreement”) and shall be of no force or effect if the Merger Agreement is terminated in accordance with its terms.
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2007 • DealerTrack Holdings, Inc. • Services-computer integrated systems design • New York
THIS CONSULTING AGREEMENT for consulting services (this “Agreement”) is entered into as of April 26, 2007, by and between DealerTrack Holdings, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Alan D. Rudd (“Consultant”). This Agreement shall become effective on the date (the “Effective Date”) that the merger of DA Acquisition Corp., a Delaware corporation (“MergerSub”) with and into Arkona, Inc. (“Alias”) (the “Transaction”) becomes effective pursuant to the terms of the Agreement and Plan of Merger by and among the Company, MergerSub and Alias dated as of April 26, 2007 (including exhibits attached thereto, the “Merger Agreement”) and shall be of no force or effect if the Merger Agreement is terminated in accordance with its terms.
DealerTrack, Inc. Letterhead] January 10, 2007DealerTrack Holdings, Inc. • May 1st, 2007 • Services-computer integrated systems design • New York
In connection with our mutual consideration of a potential negotiated transaction (the “Proposed Transaction”) between DealerTrack, Inc., a Delaware corporation (“DealerTrack”), on the one hand, and Arkona, Inc., a Delaware corporation (“Arkona”), on the other hand, each of the parties to this letter agreement is prepared to make available certain information. This information is confidential and proprietary to the respective parties and not otherwise available. Each party agrees that, in consideration of, and as a condition to, furnishing such information, it will abide by the following:
