Exhibit 10.31
INSURANCE AUTO AUCTIONS,
INC.
AMENDMENT TO
THOMAS C.
O’BRIEN
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
THIS
AMENDMENT (“ Amendment
”) entered into this 1 st day of December, 2008 (the
“ Effective Date ”), by and between Insurance
Auto Auctions, Inc., an Illinois corporation (the “
Company ”) and Thomas C. O’Brien (“
O’Brien ”).
WITNESSETH:
WHEREAS , the Company and O’Brien entered into
that certain Amended and Restated Employment Agreement, dated
April 2, 2001, as it may have been amended from time to time
(the “ Agreement ”);
WHEREAS , the Company and O’Brien desire to
conform the Agreement to the requirements of Section 409A of
the Internal Revenue Code of 1986 and the Treasury regulations
issued thereunder;
NOW, THEREFORE
, for good and valuable
consideration, the sufficiency of which is agreed and acknowledged
by the parties hereto, it is hereby agreed as follows:
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1.
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Effective as of
October 1, 2008, Section 3.2(c) of the Agreement is
replaced with the following:
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“(c) Obligations for All
Other Termination Reasons. For any other reason, upon the
termination of this Agreement and O’Brien’s employment
hereunder apart from a Change of Control, the Company shall pay to
O’Brien, within ten (10) days following such termination
of employment, an amount equal to the sum of
(i) O’Brien’s annual base salary at the time
O’Brien’s employment is terminated; plus
(ii) O’Brien’s average annual bonus received over
the eight (8) fiscal quarters of the company immediately
preceding Company’s fiscal quarter during which
O’Brien’s employment is terminated, without exceeding
O’Brien’s target bonus for Company’s fiscal year
during which O’Brien’s employment is terminated,
provided, however, that O’Brien shall receive his
target bonus if he is terminated within his first eight
(8) fiscal quarters with the Company; plus
(iii) O’Brien’s auto allowance for the
Company’s fiscal year during which O’Brien’s
employment is terminated. In addition, the Company shall provide,
at Company’s expense, continued coverage for O’Brien
and his beneficiaries for a period extending through the earlier of
the date O’Brien begins any subsequent full-time employment
for pay and the date that is one (1) year after
O’Brien’s termination of employment, under
the
