0001104659-13-090763 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 17th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective December 17, 2013 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Don Gottwald (“Employee”).

KAR Auction Services, Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
2009 Omnibus Stock and Incentive Plan • December 17th, 2013 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:

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