0001628280-19-010696 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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.

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IAA, Inc. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT [2019] AWARD
Performance-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] AWARD
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, 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:

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2019 • IAA, Inc. • Retail-auto dealers & gasoline stations • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this [●] day of [●] 201[●] (the “Effective Date”), by and between IAA, Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”).

IAA, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-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”).

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