AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.6
AMENDMENT TO EMPLOYMENT AGREEMENT
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 Xxxx Xxxx (“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.
RECITALS
A. Employer desires to change
its senior management structure by having Employee report directly to the Chief Executive Officer (“CEO”) of KAR Auction Services, Inc.;
B. Employee desires to now be in
such a reporting relationship to the CEO.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration (including, but not limited to, the continued employment of Employee by Employer), the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. The first sentence of
Paragraph 2 of the Agreement, which currently reads:
Title and Duties. During the
Employment Period, Employee shall serve as the President and Chief Executive Officer of Insurance Auto Auctions, Inc., a position reporting to the Chief Operations Officer of Employer. Employee shall perform the duties and responsibilities inherent
in such position and any other duties consistent with such position as may be reasonably assigned to Employee from time to time by Employer’s Chief Executive Officer, Chief Operating Officer, or Board of Directors of Employer (“Board”). Employee
shall perform the duties of this position in a diligent and competent manner and on a full-time basis during the Employment Period.
Shall now be amended to read:
Title and Duties. During the
Employment Period, Employee shall serve as the President and Chief Executive Officer of Insurance Auto Auctions, Inc., a position reporting to the Chief Executive Officer of Employer. Employee shall perform the duties and responsibilities inherent
in such position and any other duties consistent with such position as may be reasonably assigned to Employee from time to time by Employer’s Chief Executive Officer, or Board of Directors of Employer (“Board”). Employee shall perform the duties of
this position in a diligent and competent manner and on a full-time basis during the Employment Period.
2. Employee agrees that the
change to his reporting structure outlined in Paragraph 1 of this Amendment does not constitute a “Good Reason” for termination of the Agreement by Employee as that term is defined in Paragraph 4(c) of the Agreement.
3. Continuation of Agreement.
Except as otherwise expressly provided herein, all of the terms and provisions of the Agreement shall remain in full force and effect and this Amendment shall not amend or modify any other rights, powers, duties, or obligations of any party to the
Agreement.
4. Complete Agreement. This
Amendment and the Agreement contain the entire agreement between the parties hereto with respect to the matters contained herein and supersedes and replaces any prior agreement between the parties with respect to the matters set forth in this
Amendment.
5. Counterparts. This Amendment
may be executed in any number of counterparts and any such counterparts may be transmitted by electronic or facsimile transmission, and each of such counterparts, whether an original or an electronic or facsimile of an original, shall be deemed to
be an original and all of such counterparts together shall constitute a single agreement.
IN WITNESS WHEREOF,
the parties hereto have executed this Amendment, on the date first set forth above.
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“Employer”
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“Employee”
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KAR AUCTION SERVICES, INC.
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By:
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/s/ Xxxxx X. Xxxxxxx
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/s/ Xxxx Xxxx
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Printed:
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Xxxxx X. Xxxxxxx
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Xxxx Xxxx
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Title:
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Chief Executive Officer
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