0001395942-15-000074 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2015 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective April 13, 2015 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Stephane St-Hilaire (“Employee”).

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KAR Auction Services, Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • May 6th, 2015 • 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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KAR Auction Services, Inc. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • May 6th, 2015 • 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:

Sample 1
KAR Auction Services, Inc. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • May 6th, 2015 • 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:

Sample 1
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