AMENDMENT NO. 1
TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO.
1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“ Amendment ”) is made this 31st day of
December, 2008 between DealerTrack Holdings, Inc. a Delaware
corporation (the “ Company ”), and Rajesh
Sundaram, (“ Executive ”).
WHEREAS, the
Company and Executive entered into the Amended and Restated Senior
Executive Employment Agreement, dated as of August 8, 2007
(the “ Employment Agreement ”); and
WHEREAS, the
parties now desire to amend the Employment Agreement by modifying
the terms thereof as required by Section 409A of the Internal
Revenue Code of 1986, as amended.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree
as follows:
(a) Effective
immediately, the following language is added to
Section 3(d)(1) immediately following the phrase “, then
the Employer shall promptly”:
“,
and in no event later than 90 days following the year in which
the requirements described in clauses (y) and (z), above, were
achieved,”
(b) Effective
immediately, following language is deleted from
Section 3(d)(3) and conforming changes are deemed to be made
so that the sentence maintains its original
construction:
“(z)
it may be prepaid without penalty at any time in Employer’s
sole discretion”
(c) Effective
immediately, each of the instances of the following language in
Section 5(c)(1) is deleted:
“and
payable within thirty (30) days of the Severance Commencement
Date”
and
shall be replaced with:
“and
payable on the sixtieth (60 th) day following the Severance Commencement
Date”
