0001395942-18-000028 Sample Contracts

KAR Auction Services, Inc. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Stock and Incentive Plan • February 21st, 2018 • 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. 2009 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:

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2018 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This Amendment to Employment Agreement (this “Amendment”), dated this 19th day of February, 2018, is retroactively effective as of October 3, 2017 (“Effective Date”). This Amendment is entered into by and between KAR Auction Services, Inc. (“Employer”) and Rebecca Polak (“Employee”). This Amendment amends the Employment Agreement dated December 17, 2013 (“Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2018 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This Amendment to Employment Agreement (“Amendment”), dated this 19th day of February, 2018, is retroactively effective as of July 18, 2017 (“Effective Date”). This Amendment is entered into by and between KAR Auction Services, Inc. (“Employer”) and Don Gottwald (“Employee”). This Amendment amends the Amended and Restated Employment Agreement dated March 20, 2014 and effective as of March 24, 2014 (“Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement and is effective as of the Effective Date.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2018 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations

This Amendment to Employment Agreement (this “Amendment”), dated this 16th day of February, 2018, is retroactively effective as of July 18, 2017 (“Effective Date”). This Amendment is entered into by and between KAR Auction Services, Inc. (“Employer”) and John Kett (“Employee”). This Amendment amends the Employment Agreement dated May 1, 2014 (the “Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement.

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