INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_______], 20[__] by and between IAA, 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.
IAA SPINCO INC., as the Company, the GUARANTORS from time to time party hereto AND U.S. Bank National Association, as Trustee 5.500% Senior Notes due 2027Indenture • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of June 6, 2019 (as amended supplemented or otherwise modified from time to time, this “Indenture”), among IAA Spinco Inc., a corporation organized under the laws of the State of Delaware (the “Company”), the guarantors from time to time party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
CREDIT AGREEMENTCredit Agreement • June 28th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Indiana
This Employment Agreement (this “Agreement”), dated and effective May 1, 2014 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and John Kett (“Employee”).
IAA, Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT [2019] AWARDPerformance-Based Restricted Stock Unit Agreement • August 13th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT (the “Agreement”) is made between IAA, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the IAA, Inc. 2019 Omnibus Stock and Incentive Plan (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:
IAA Inc. RESTRICTED STOCK UNIT AGREEMENT [2019] AWARDRestricted Stock Unit Agreement • August 13th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AGREEMENT (the “Agreement”) is made between IAA, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the IAA, Inc. 2019 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:
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KAR AUCTION SERVICES, INC. AND IAA, INC. DATED AS OF JUNE 27, 2019Separation and Distribution Agreement • June 28th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [●], 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”, and together with KAR, the “Parties”). For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement.
TAX MATTERS AGREEMENT by and between KAR AUCTION SERVICES, INC. and IAA, INC. Dated as of June 27, 2019Tax Matters Agreement • June 28th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of June 27, 2019, between KAR Auction Services, Inc. (“KAR”), a Delaware corporation, and IAA, Inc. (“Spinco” and, together with KAR, the “Parties”), a Delaware corporation and a wholly owned subsidiary of KAR. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 28th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations
This EMPLOYEE MATTERS AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”).
ContractDirector Restricted Share Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 23rd, 2023 • IAA, Inc. • Retail-auto dealers & gasoline stations
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 22, 2023 (the “Amendment Date”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among Parent, Merger Sub 1, Merger Sub 2 and the Company (as amended or otherwise modified prior to the date hereof, the “Merger Agreement”). Each capitalized
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2021 • IAA, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of September 2021 (the “Effective Date”), by and between IAA, Inc., a Delaware corporation (the “Company”), and Susan Healy (the “Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among RITCHIE BROS. AUCTIONEERS INCORPORATED, RITCHIE BROS. HOLDINGS INC., IMPALA MERGER SUB I, LLC, IMPALA MERGER SUB II, LLC, and IAA, INC. Dated as of November 7, 2022Merger Agreement • November 7th, 2022 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 7, 2022 (this “Agreement”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA, Inc., a Delaware corporation (the “Company”).
You are party to an employment agreement (the “Employment Agreement”) with IAA, Inc. (the “Company”).Temporary Reduction in Base Salary Agreement • May 6th, 2020 • IAA, Inc. • Retail-auto dealers & gasoline stations
This letter agreement may be executed by you and the Company in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Please sign where indicated below to acknowledge and agree to the terms of this letter agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 6th day of October 2004 by and between SIDNEY L. KERLEY (“Kerley”) and INSURANCE AUTO AUCTIONS, INC., an Illinois corporation (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Illinois
This Agreement is made and entered into on the 15 day of October, 2015 by and between Maju Abraham (“Employee”) and Insurance Auto Auctions, Inc. (“Employer”), together with its subsidiaries, (collectively, “the Company”). The Company is an intended third-party beneficiary of this Agreement between Employer and Employee and shall be entitled to enforce its provisions to the same extent as Employer.
INCREMENTAL COMMITMENT AGREEMENT NO. 1Incremental Commitment Agreement • May 6th, 2020 • IAA, Inc. • Retail-auto dealers & gasoline stations • New York
This INCREMENTAL COMMITMENT AGREEMENT NO. 1, dated as of May 1, 2020 (this “Agreement”), is entered into by and among each undersigned existing Lender and each undersigned Additional Lender, in each case with First Incremental Revolving Commitments as contemplated herein (each, an “Incremental Revolving Loan Lender” and collectively, the “Incremental Revolving Loan Lenders”), IAA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This Amendment (this “Amendment”) to the Employment Agreement (as defined below), dated as of June 6th, 2019, is entered into by and between Maju Abraham (“Employee”) and Insurance Auto Auctions, Inc., together with its subsidiaries (collectively, the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
Two Westbrook Corporate Center, 10th Floor Westchester, IL 60154 Re: Letter Agreement – Temporary Reduction in Director Compensation Dear Board of Directors:Letter Agreement – Temporary Reduction in Director Compensation • May 6th, 2020 • IAA, Inc. • Retail-auto dealers & gasoline stations
As you know, as members of the Board of Directors of IAA, Inc. (the “Board”), you are entitled to certain payments for your services, which include, among other things, cash compensation in the form of an annual retainer, additional chairman or committee chair retainers, and any committee membership fees/retainers, each of which are paid in quarterly installments (collectively, the “Director Compensation”), as approved at the July 29, 2019 Annual Meeting of the Board, and as modified from time to time thereafter.
COOPERATION AGREEMENTCooperation Agreement • January 23rd, 2023 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Cooperation Agreement (“Agreement”), dated as of January 22, 2023, is made by and among IAA, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Schedule A hereto (collectively, the “Ancora Investors”). The Company and each of the Ancora Investors are collectively herein referred to as the “Parties” and individually as a “Party.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This Amendment (this “Amendment”) to the Employment Agreement (as defined below), dated as of June 6, 2019, is entered into by and between Sidney Peryar (“Employee”) and Insurance Auto Auctions, Inc., together with its subsidiaries (collectively, the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Illinois
This Agreement is made and entered into in Westchester, Illinois on the 31st day of July, 2015 by and between Timothy O’Day (“Employee”) and Insurance Auto Auctions, Inc. (“Employer”), together with its subsidiaries, (collectively, “the Company”). The Company is an intended third-party beneficiary of this Agreement between Employer and Employee and shall be entitled to enforce its provisions to the same extent as Employer.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This Amendment (this “Amendment”) to the Employment Agreement (as defined below), dated as of June 6, 2019, is entered into by and between Timothy O’Day (“Employee”) and Insurance Auto Auctions, Inc., together with its subsidiaries (collectively, the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Illinois
This Employment Agreement (this “Agreement”), dated and effective as of the 22nd day of April, 2019 (“Effective Date”) is entered into by and between Insurance Auto Auctions, Inc. (“Employer” or “IAAI”) and Vance Johnston (“Employee”).
IAA, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 13th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Non-Qualified Stock Option Award Agreement (this “Award Agreement”), dated as of [●], 2019 (the “Date of Grant”), is made by and between IAA, Inc., a Delaware corporation (the “Company”), and [●] (the “Recipient”). Any capitalized term that is used but not defined in this Award Agreement shall have the meaning ascribed to such term in the IAA, Inc. 2019 Omnibus Stock and Incentive Plan (as may be amended from time to time, the “Plan”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • March 21st, 2023 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of IAA Holdings, LLC (f/k/a Impala Merger Sub II, LLC) (the “Company”) is executed as of March 20, 2023 pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), by the Member listed on the signature page hereto (the “Member”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This Amendment to Employment Agreement (this “Amendment”), dated this 16th day of February 2018, and is retroactively effective as of July 18, 2017. This Amendment is entered into by and between KAR Auction Services, Inc. (“Employer”) and John Kett (“Employee”) (collectively “parties”). This Amendment amends the May 1, 2014 Employment Agreement (the “Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement.
AMENDMENT TO SIDNEY L. KERLEY EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
THIS Amendment entered into this 1st day of December, 2008, by and between Insurance Auto Auctions, Inc., an Illinois corporation (the “Company”) and Sidney L. Kerley (“Kerley”).
