Standard Contracts
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”).
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”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KAR AUCTION SERVICES, INC. AND IAA, INC. DATED AS OF [●], 2019Separation and Distribution Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
This SEPARATION AND DISTRIBUTION 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”). 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.
ContractDirector Restricted Share Agreement • June 13th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
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.
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).
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”).
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”).
