0001395942-23-000026 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2023 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Indiana

This Employment Agreement (this “Agreement”), dated and effective March 9, 2020 (the “Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Sriram Subrahmanyam (“Employee”).

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KAR Auction Services, Inc. AMENDED AND RESTATED 2009 OMNIBUS STOCK AND INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • March 9th, 2023 • 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. Amended and Restated 2009 Omnibus Stock and Incentive Plan (as may be amended from time to time, 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:

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2023 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This Amendment No. 1 to Employment Agreement (this “Amendment”), effective as of May 9, 2022 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Sriram (“Srisu”) Subrahmanyam (“Employee”).

KAR Auction Services, Inc. AMENDED AND RESTATED 2009 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
2009 Omnibus Stock and Incentive Plan • March 9th, 2023 • 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. Amended and Restated 2009 Omnibus Stock and Incentive Plan (as may be amended from time to time, 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:

August 1, 2022 Tack Iron, LLC Carmel, IN 46032 Attn: Tom Fisher Dear Tom:
KAR Auction Services, Inc. • March 9th, 2023 • Retail-auto dealers & gasoline stations

KAR Auction Services, Inc. (the “Company”) is pleased to engage Tack Iron, LLC (“Consultant”) to provide data center migration services. This engagement letter (“Engagement”) is entered into as of August 1, 2022 (“Effective Date”), pursuant to the Professional Services Agreement between the parties dated July 31, 2022 (the “PSA"), and is deemed a SOW thereunder.

January 1, 2023 Dear Eric:
Letter Agreement • March 9th, 2023 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This letter agreement (“Agreement”) is entered into as of January 1, 2023 (“Effective Date”), and confirms the terms of the agreement KAR Auction Services, Inc. (“KAR”) and Eric M. Loughmiller (“you”) have reached with respect to consulting services to assist KAR in the transition of the chief financial officer role.

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