0001193125-10-177188 Sample Contracts

KAR AUCTION SERVICES, INC. FORM OF DIRECTOR RESTRICTED SHARE AGREEMENT
Director Restricted Share Agreement • August 4th, 2010 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Agreement (this “Agreement”) is entered into as of , by and between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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