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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 Robert Cox,
(“ 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, Section 5(d) of the Employment Agreement is deleted in
its entirety and shall have no further force or effect (herein
referred to as the “ Original Release Provision
”):
“Notwithstanding anything to the contrary
contained herein, no severance payments required hereunder shall be
made by Employer until such time as Executive shall execute a
general release for the benefit of Employer and its affiliates in a
form satisfactory to Employer. Such general release shall not apply
to (i) Executive’s rights under any Stock Incentive Plan
award agreements or (ii) Executive’s rights, as
appli
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