Employer and their Subsidiaries of financial and other objectives set by Employer’s Chief Executive Officer, subject to prior approval by the Board. An Annual Bonus, if any, will be paid to Executive by Employer 120 days after the end of the fiscal year to which such Annual Bonus relates.

(c)            Separation . The Employment Period will continue until (i) Executive’s resignation, Disability or death, or (ii) the Board decides to terminate Executive’s employment with or without Cause. If Executive’s employment is terminated by Employer without Cause or by Executive with Good Reason after the first anniversary of the date hereof, then during the 18-month period commencing on the date of termination subject to extension pursuant to the following sentence (the “ Severance Period ”), Employer shall pay to Executive an aggregate amount equal to 150% of his Annual Base Salary plus 75% of any Annual Bonus paid in respect of the fiscal year preceding the date of termination, payable in equal installments on the Employer’s regular salary payment dates (the “ Wage Severance ”), and Executive shall continue to participate in employee benefit programs for senior executive employees (other than bonus and incentive compensation plans) to the extent permitted under the terms of such programs and under applicable law (collectively, the “ Severance Payments ”). In addition, Employer shall have the option, by delivering written notice to the Executive within 12 months after the Separation to extend the Severance Period for an additional six month or 12 month period during which time Solera Holdings shall continue to make Severance Payments to Executive at the same annual rate (pro rated as applicable). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any payments pursuant to this Section 1(c) unless Executive has executed and delivered to Employer a general release in form and substance reasonably satisfactory to Employer and which shall in no event contain restrictions on Executive’s future employment broader than those contained in this Agreement and (B) Executive shall be entitled to receive such payments only so long as Executive has not breached the provisions of Sections 2 or 3 hereof. Other than the payments, if any, payable to Executive following a Separation pursuant to this Section 1(c), Executive shall not be entitled to receive any compensation from Employer or Solera Holdings following a Separation.

2.              Confidential Information .

(a)            Obligation to Maintain Confidentiality . Executive acknowledges that the information, observations and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of Solera Holdings, Employer and their respective Subsidiaries and Affiliates (“ Confidential Information ”) are the property of Solera Holdings, Employer or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to Solera Holdings’ and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his own account any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act, (ii) was known to Executive prior to Executive’s employment with Employer, Solera Holdings or any of their Subsidiaries and Affiliates (excluding information relating to Solera Holdings or its Subsidiaries or to any acquisitions contemplated by Solera Holdings or its Affiliates as of the date hereof), or (iii) is required to be

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disclosed pursuant to any applicable law or court order. Executive shall deliver to Solera Holdings at a Separation, or at any other time Solera Holdings may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Solera Holdings, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

(b)            Ownership of Property . Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to Solera Holdings’, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by Solera Holdings, Employer or any of their respective Subsidiaries or Affiliates (including any of the foregoing that constitutes any proprietary information or records) (“ Work Product ”) belong to Solera Holdings, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work Product to Solera Holdings, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and Solera Holdings, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to Solera Holdings, Employer or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm Solera Holdings’, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). Executive understands, however, that there is no obligation being imposed on him to assign to Solera Holdings or any Subsidiary or Affiliate, any invention falling within the definition of Work Product for which no equipment, supplies, facility, or trade secret information of Solera Holdings or any of its Subsidiaries or Affiliates was used and that was developed entirely on his own time, unless:  (i) such Work Product relates (A) to Solera Holdings’, or its Subsidiaries’ or Affiliates’ businesses or (B) to their actual or demonstrably anticipated research or  development, or (ii) the Work Product results from any work performed by him for them under this Agreement. Executive has identified on the signature page to this Agreement all Work Product that is or was owned by him or was written, discovered, made, conceived or first reduced to practice by him alone or jointly with another person prior to his employment under this Agreement. If no such Work Product is listed, Executive represents to Solera Holdings that he does not now nor has he ever owned, nor has he made, any such Work Product.

(c)            Third Party Information . Executive understands that Solera Holdings, Employer and their respective Subsidiaries and Affiliates will receive from third parties

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confidential or proprietary information (“ Third Party Information ”) subject to a duty on Solera Holdings’, Employer’s and their respective Subsidiaries and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 2(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of Solera Holdings, Employer or their respective Subsidiaries and Affiliates who need to know such information in connection with their work for Solera Holdings, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for Solera Holdings, Employer or their respective Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

(d)            Use of Information of Prior Employers . During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of Solera Holdings, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by Solera Holdings, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

3.              Restrictive Covenants . Executive acknowledges that in the course of his employment with Employer he will become familiar with Solera Holdings’, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential information concerning Solera Holdings, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to Solera Holdings, Employer and such Subsidiaries. Therefore, Executive agrees that:

(a)            Nonsolicitation . During the Employment Period and (x) if the Employment Period is terminated by Solera Holdings or Employer without Cause or by Executive with Good Reason, for one year thereafter (or if Executive is entitled to Severance Payments pursuant to Section 1(c) and the Severance Period extends beyond one year after the termination of the Employment Period, for the length of the Severance Period), or (y) for a period of two years thereafter if the Employment Period is terminated by Executive, Solera Holdings or Employer for any other reason, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of Solera Holdings, Employer or their respect