SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.17

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

          This Senior Executive Employment Agreement (the " Agreement ") is entered into as of this 26 ^th day of May, 2005 (the " Effective Date ") by and between Robert Cox (" Executive ") and DealerTrack Holdings, Inc., a Delaware corporation (" Employer ") with principal offices at 1111 Marcus Avenue, Suite M04, Lake Success, NY 11042.

          Section 1. Term

          Employer shall continue to employ Executive and Executive agrees to continue such employment, upon the terms and conditions hereinafter set forth, from the Effective Date through and including June 30, 2007 (the " Initial Term "). This Agreement shall renew automatically for successive one year periods (each, a " Renewal Term ") unless one party gives notice to the other party, in writing, at least sixty (60) days prior to the expiration of this Agreement (or any renewal) of its desire to terminate the Agreement. The term of this Agreement, including the Initial Term and any Renewal Term, shall be referred to herein as the " Term ".

          Section 2. Executive’s Duties

          (a) Executive shall be Senior Vice President, Chief Financial Officer and Treasurer and shall report directly to Employer’s Chief Executive Officer or his designee. Executive shall faithfully and diligently perform his duties at the direction of Employer’s Chief Executive Officer, or his designee, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill, and ability and full business time and attention to the performance of the services customarily incident to such office, subject to vacations and sick leave as provided herein and in accordance with Employer policy, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates.

          (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer which policies are enforced uniformly and applicable to all similar executives of Employer.

          (c) Except for such business travel as may be incident to his duties hereunder, Executive shall perform his duties at Employer’s offices at the address set forth in the preamble to this Agreement or at such other location as may be approved by Employer.

          Section 3. Compensation for Executive’s Services

          In consideration of the duties and services to be performed by Executive pursuant to Sections 1 and 2 hereof, Executive shall receive:

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          (a) Salary . Executive shall earn salary (the " Salary ") at the annual rate of Two Hundred Fifty Thousand Dollars ($250,000.00) (the " Minimum Salary "), less all applicable federal, state, and local tax withholdings. Such Salary shall be earned and shall be payable in periodic installments in accordance with Employer’s payroll practices. During the Term, the Board of Directors of Employer (the " Parent Board ") or the Compensation Committee of the Parent Board (the " Compensation Committee ") will review the Salary annually and may in its discretion increase the Salary, but may not reduce it during the Term unless Employer institutes salary reductions across the board; provided, however, that in no event shall the Salary be reduced below the Minimum Salary without Executive’s written consent.

          (b) Bonus . For each fiscal year of Employer (each, a " Fiscal Year "), Executive shall be entitled to receive a cash performance bonus (a " Bonus ") which shall be based on the achievement of certain performance benchmarks by Employer during such Fiscal Year which shall be determined by the Parent Board. The Parent Board shall review the target Bonus on an annual basis and, in its sole discretion, may increase such target Bonus for any Fiscal Year. The target Bonus shall not be decreased except in connection with company-wide bonus reductions. The target Bonus for any Fiscal Year shall be at least Forty-Five percent (45%) of the Salary for such Fiscal Year. The Bonus for each Fiscal Year shall be paid, if at all, to Executive on a schedule consistent with Employer’s bonus payments to its other similarly situated senior executive officers by no later than two and one half (2 ¹ / 2 ) months following the end of such Fiscal Year. Executive understands and agrees that the Bonus is established in part as an inducement for Executive to remain employed by Employer and except as provided in Section 5(c) of this Agreement, or in the Employer’s sole discretion, in the event that Executive’s employment is terminated prior to the end of any Fiscal Year during the Term, then Executive shall not receive payment of any Bonus for such year.

          (c) Equity . In connection with Executive’s employment, Executive has been and may continue to be granted stock options (" Stock Options ") to purchase equity securities of Employer pursuant to the terms of DealerTrack Holdings, Inc. 2001 Stock Option Plan, effective as of August 10, 2001, as amended (" Stock Option Plan ") or may be granted Stock Options or other equity based awards pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive Award Plan, effective as of May 26, 2005, as amended (the " 2005 Incentive Award Plan "), or any other successor equity incentive plans (collectively, the " Stock Incentive Plans "). Except as otherwise provided herein, the terms of the Stock Options shall be governed by the Stock Incentive Plans. Executive shall be credited with twenty-four (24) months accelerated vesting of his Stock Options upon termination of Executive’s employment by: (1) Employer without Cause (as defined below); or (2) Executive for Good Reason (as defined below). Executive shall be credited with thirty-six (36) months accelerated vesting of his Stock Options upon a Change of Control (defined below). Executive shall be credited with full acceleration and vesting of his Stock Options upon the earlier of: (1) the elimination of Executive’s position or a termination of Executive’s employment, in either event, within twelve (12) months after a Change of Control; (2) a material negative change in Executive’s compensation or responsibilities within twelve (12) months after a Change of Control; or (3) the requirement that Executive be based at a location which is more than fifty (50) miles from Employer’s offices at the address set forth in the preamble to this Agreement within twelve (12) months after a Change of Control. Anything in the Stock Incentive Plans to the contrary notwithstanding, if Executive’s employment is terminated by Executive with Good Reason or by Employer without Cause, or

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under circumstances described above which would result in certain accelerated vesting of any unvested Stock Options held by Executive, the unexercised portion of any Stock Options held by Executive will not terminate until the twelve (12) month anniversary of the date of termination of Executive’s employment. In the event Employer elects to grant equity based awards other than Options, such grants shall, where appropriate, be subject to equivalent acceleration provisions as set forth in this Section 3(c). For purposes hereof, a " Change of Control " shall mean and includes each of the following:

     (i) A transaction or series of transactions (other than an offering of shares of Employer to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) (other than the Employer, any of its subsidiaries, an employee benefit plan maintained by the Employer or any of its subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Employer) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Employer possessing more than 50% of the total combined voting power of the Employer’s securities outstanding immediately after such acquisition; or

     (ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Parent Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose election by the Parent Board or nomination for election by the Employer’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

     (iii) The consummation by the Employer (whether directly involving the Employer or indirectly involving the Employer through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Employer’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

     (A) Which results in the Employer’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Employer or the person that, as a result of the transaction, controls, directly or indirectly, the Employer or owns, directly or indirectly, all or substantially all of the Employer’s assets or otherwise succeeds to the business of the Employer (the Employer or such person, the " Successor Entity ")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

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     (B) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 3(c)(iii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Employer prior to the consummation of the transaction; or

     (iv) The Employer’s stockholders approve a liquidation or dissolution of the Employer.

The Parent Board or its designee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Employer has occurred, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.

          (d) Benefits . Employer shall provide Executive with the right to participate in and receive benefits from all life, accident, disability, medical and pension plans, and all similar benefits as are from time to time in effect and are generally made available to similar situated senior executive officers of Employer. The amount and extent of benefits to which Executive is entitled shall be governed by the specific benefit plan, as it may be amended from time to time.

          (e) Expenses . Employer shall promptly reimburse Executive for reasonable expenses for cellular telephone usage, entertainment, travel, meals, lodging and similar items incurred in the conduct of Employer’s business. Such expenses shall be reimbursed in accordance with Employer’s expense reimbursement policies and guidelines.

          (f) Vacation; Sick Leave . During the Term, Executive shall be entitled to four weeks (4) weeks vacation per year, paid holidays, sick leave, and similar benefits, to be earned and used in accordance with Employer’s policy and procedure for other similarly situated senior executive officers.

          (g) Modification . Employer reserves the right to modify, suspend or discontinue any and all of the above plans, practices, policies and programs referenced in Sections 3(d) and (e) at any time in its discretion without recourse by Executive so long as such action is taken generally with respect to other similarly situated senior executive officers. Any such modification, suspension or discontinuance of the plans, practices and policies referenced in Section 3(e) will not apply to otherwise reimbursable expenses incurred by Executive prior to any such modification, suspension or discontinuance.

     Section 4. Termination of Employment

          (a) Resignation . Executive may voluntarily terminate his employment with Employer, at any time, with or without Good Reason, upon written notice to Employer.

          (b) Termination . Employer may terminate Executive’s employment at any time, with or without Cause, upon written notice to Executive.

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          (c) Death or Disability . Executive’s employment shall terminate immediately upon Executive’s death. In the event Employer, in good faith, determines that Executive is unable to perform the functions of his position due to a Disability (as defined below), it may notify Executive in writing of its intention to terminate Executive’s employment and Executive’s employment with Employer shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive. For the purposes of this Agreement, " Disability " shall mean a physical or mental impairment that substantially limits a major life activity of Executive and renders Executive unable to perform the essential functions of his position even with reasonable accommodation (that does not impose an undue hardship on Employer), and which has lasted at least (i) sixty (60) consecutive days, (ii) the balance of Executive’s entitlement to leave, if any, under the Family and Medical Leave Act, or other similar statute or (iii) the balance of any election period under the Employer’s long term disability program (without regard to whether Executive is awarded benefits under such program), whichever is longer.

          (d) Cause . Employer may immediately terminate Executive’s employment for " Cause " by giving written notice to Executive. For purposes of this Agreement, " Cause " shall mean:

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          (e) Good Reason . Executive may terminate his employment for " Good Reason ," by delivering written notice of such termination (" Employer Default Notice ") to Employer within sixty (60) days of the occurrence of any of the following events, each of which shall constitute Good Reason: (i) Employer’s material breach of any provision of this Agreement, the Stock Incentive Plans or any agreements thereunder, which has not been cured within the allotted time; (ii) a material reduction of Executive’s then current title, status, authority, responsibility or duties or the assignment to Executive of any duties materially inconsistent with Executive’s then current position; (iii) any material reduction in Executive’s salary or benefits; (iv) the failure of any successor entity to assume the terms of this Agreement upon any Change of Control; (v) the relocation of Executive to a facility or location more than fifty (50) miles from Employer’s principal offices at the address set forth in the preamble to this Agreement; or (vi) the failure of Employer to renew this Agreement upon the expiration of the Initial Term or any Renewal Term. The Employer Default Notice shall specify the reason for Executive’s belief that an event constituting Good Reason has occurred. Notwithstanding the foregoing, any material breach of this Agreement by Employer, or other event constituting Good Reason, shall not constitute Good Reason if any such breach or other event is cured or corrected by Employer within thirty (30) days following delivery to Employer of the Employer Default Notice.

          (f) Continuing Obligations . Executive acknowledges and agrees that any termination under this Section 4 is not intended, and shall not be deemed or construed, to affect in any way any of Executive’s covenants and obligations contained in Sections 6, 7, and 8 hereof, which shall continue in full force and effect beyond such termination for any reason.

          Section 5. Termination Obligations

          (a) Resignation . If Executive’s employment is terminated voluntarily by Executive without Good Reason, Executive’s employment shall terminate without further obligations to Executive other than for payment of the sum of any u