ADESA, INC. EMPLOYEE STOCK PURCHASE PLAN

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Exhibit 10.18

ADESA, INC.

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE

        1.01 The purpose of this ADESA, Inc. Employee Stock Purchase Plan (the "Plan") is to provide employees of ADESA, Inc. (the "Company") and its Subsidiary Corporations with an opportunity to acquire an equity interest in the Company through the purchase of shares of the Company's common stock. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. Accordingly, the provisions of the Plan shall be construed in a manner which is consistent with the requirements of that Section of the Code.

ARTICLE II

DEFINITIONS

        2.01 "Account" means the bookkeeping account maintained on behalf of each Participant by the Custodian for the purpose of investing in Company Stock and engaging in other transactions permitted under the Plan.

        2.02 "Board" means the Board of Directors of the Company.

        2.03 A "Change in Control" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i)

any Person is or becomes the Beneficial Owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or any of its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)

the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds ( ² / 3 ) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of (A) the entity surviving such merger or consolidation or (B) the ultimate parent of the Company or the entity surviving such merger if the Company or the entity surviving such merger is then a subsidiary; or

(iv)

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the

Company of all or substantially all of the Company's assets, other than (a) a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (b) other than a sale or disposition by the Company of all or substantially all of the Company's assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, or the ultimate parent thereof.

        Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

        2.04 "Code" means the Internal Revenue Code of 1986, as amended from time to time, including regulations issued thereunder and successor provisions and regulations thereunder.

        2.05 "Committee" means the individuals appointed by the Board to administer the Plan.

        2.06 "Company Stock" means Company common stock and such other securities as may be substituted (or resubstituted) for Company Stock, as determined by the Committee, and as adjusted from time to time in accordance with Section 4.02.

        2.07 "Compensation" means base cash remuneration that is paid to an Employee by the Company or a Subsidiary Corporation during the calendar year for the performance of services and includible in gross income, including, and limited to, regular earnings, regular vacation pay, Code Sections 125 and 401(k) elective payroll deduction contributions, and elective payroll deduction contributions made under the Plan.

        2.08 "Custodian" means the person or entity designated by the Board to act as custodian for the Plan and any successor thereto.

        2.09 "Effective Date" means the date upon which the Plan has received Board approval (or reapproval); provided, however, that the Board shall determine the appropriate date after the Effective Date to implement the first Purchase Period.

        2.10 "Employee" means any person who is employed by the Company or a Subsidiary Corporation as a common law employee. Any individual who performs services for the Company or a Subsidiary Corporation solely through a leasing or employment agency shall not be considered an Employee.

        2.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

        2.12 "Exercise Date" means the first Trading Day of every month.

        2.13 "Market Value" means the market value of a share of Company Stock, which, as of any given date, shall be the average of the highest and lowest sales prices, as published in the Wall Street Journal, of a share of Company Stock on the New York Stock Exchange for trades on the date as of which such value is being determined; provided, however that (i) if no trading occurs on such day, the Market Value shall be the average of the highest and lowest bid price or, (ii) if that day is not a Trading Day, then the average of the highest and lowest sales prices on the most recent previous Trading Day, or (iii) in the event Company Stock is not listed on the New York Stock Exchange, then

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the Market Value shall be either (A) the reported mean price on the last preceding date on which a composite sale or sales were effected on any exchange on which the Company Stock is traded, or (B) as determined by the Committee.

        2.14 "Participant" means any Employee who (i) is eligible to participate in the Plan under Section 5.01, and (ii) elects to participate.

        2.15 "Participation Form" means the form prescribed by the Committee by which an Employee can elect to participate in the Plan.

        2.16 "Person" shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any Subsidiary Corporation, (ii) a trustee or other fiduciary holding securities under an employee pension benefit plan of the Company or any Subsidiary Corporation, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Company Stock.

        2.17 "Plan" means this ADESA, Inc. Employee Stock Purchase Plan.

        2.18 "Purchase Price" means, unless otherwise determined by the Committee at any time to be higher, an amount equal to 95 percent of the Market Value of one (1) share of Company Stock on the Exercise Date.

        2.19 "Purchase Period" means each calendar month commencing on or after the Effective Date as specified by the Board in accordance with Section 2.09.

        2.20 "Purchase Right" means the right granted to a Participant to purchase shares of Company Stock under the Plan on an Exercise Date.

        2.21 "Reserves" means the number of shares of Company Stock covered by all Purchase Rights which have not yet been exercised and the number of shares of Company Stock which have been authorized for issuance under the Plan but which have not yet become subject to Purchase Rights.

        2.22 "Subsidiary Corporation" means any present or future "parent" or "subsidiary" corporation of the Company, as defined in Section 424(e) or 424(f) of the Code; provided, however, that any subsidiary of the Company which is domiciled in the country of Mexico shall not be treated as a Subsidiary Corporation under the Plan.

        2.23 "Trading Day" means a day on which the New York Stock Exchange is open for trading.

ARTICLE III

ADMINISTRATION

        3.01     Administration by Committee.     The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have full and discretionary authority to interpret and construe all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determinations with respect to the foregoing matters shall be final and conclusive as to all persons; provided, however, that all Participants shall have the same rights and privileges hereunder within the meaning of Section 423(b)(5) of the Code. Such rules and regulations may include, without limitation, (a) a minimum payroll deduction amount required to participate in the Plan; (b) a limitation on the number or frequency of changes in payroll deductions; (c) a method for establishing the exchange rate for amounts withheld in a currency other than U.S. Dollars; (d) a payroll deduction greater or less than the amount elected by a Participant in order to adjust for the Company's delay or mistake in processing a purchase of Company Stock; and (e) in otherwise effecting a Participant's

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election or as advisable to comply with the requirements of Section 423 of the Code. The Committee may, in its discretion, delegate some or all of its authority to one or more Employees or officers of the Company or a Subsidiary Corporation.

        3.02     Meetings of Committee.     The Committee shall hold its meetings at such times and places as it deems advisable and may hold telephonic meetings. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.

        3.03     No Personal Liability.     No member of the Committee nor any officer or Employee of the Company or a Subsidiary Corporation acting at the direction, or on behalf, of the Committee shall be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

        3.04     Custodian.     The Custodian will act as custodian under the Plan, and will perform such duties as are set forth in the Plan and in any agreement between the Company and the Custodian. The Custodian will establish and maintain, as agent for each Participant, an Account and any subaccounts as may be necessary or desirable for the administration of the Plan.

        3.05     Expenses of Administration.     The costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, including annual fees of the Custodian and any brokerage fees and commissions for the purchase of Company Stock upon reinvestment of dividends and distributions. The foregoing notwithstanding, the Committee may impose a fee to sell shares of Company Stock held in a Participant's Account, including a fee per transaction plus an additional amount for each share of Company Stock sold. In addition, the Custodian may impose or pass through to Participants a reasonable fee for the withdrawal of Company Stock in the form of stock certificates and reasonable fees for other services associated with the administration of the Plan. All costs that may be passed through to Participants shall be approved in writing by the Committee and communicated to Participants. Unless otherwise determined by the Board, under no circumstances shall the Company pay any brokerage fees and commissions for the sale of Company Stock acquired under the Plan by a Participant.

ARTICLE IV

SHARES SUBJECT TO THE PLAN

        4.01     Maximum Number of Shares Issuable.     Subject to adjustment as provided in Section 4.02, five hundred thousand (500,000) shares of Company Stock shall be reserved for sale under the Plan. Such shares shall be authorized and unissued shares or shares which have been reacquired by the Company in individual purchases or on the open market. If the total number of shares which would otherwise be subject to Purchase Rights exceeds the number of shares of Company Stock then available under the Plan (after deduction of all shares of Company Stock for which Purchase Rights have been exercised) each Participant shall have the right to purchase a number of shares of Company Stock that is equal to the total number of available shares multiplied by a fraction, the numerator of which is the amount of payroll deductions or other cash credited to a Participant's Account for the Purchase Period and the denominator of which is the total amount of payroll deductions or other cash credited to the Accounts of all Participants for such Purchase Period. In such event, the Committee shall give written notice to each Participant of such reduction of the number of Purchase Rights and shall similarly reduce the rate of payroll deductions, if necessary.

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        4.02     Adjustments for Changes in Company Stock.     The Committee shall proportionately adjust the Reserves and the price per share and the number of shares of Company Stock covered by each Purchase Right which has not yet been exercised for any increase or decrease in the number of issued shares of Company Stock resulting from a stock split, reverse stock split, spinoff, stock dividend, combination or reclassification of the Company Stock, or other extraordinary corporate event which affects the Company Stock in order to prevent dilution or enlargement of the rights of Participants hereunder. The determination of the Committee with respect to any such adjustment shall be final, binding and conclusive. In the event of a Change in Control, the Purchase Period shall terminate immediately, unless otherwise provided by the Committee.

ARTICLE V

ELIGIBILITY AND PARTICIPATION

        5.01     Employees Eligible to Participate.     Each Employee who is customarily employed as a full time employee of the Company or a Subsidiary Corporation shall be eligible to participate in the Plan beginning on the later of the Effective Date or the date that is the six (6) month anniversary of the date when he or she first became an Employee. Each Employee who is customarily employed as a part time Employee of the Company or a Subsidiary Corporation shall be eligible to participate in the Plan beginning on the later of the Effective Date or the date as of which he or she has been credited with at least one thousand (1,000) "hours of service" (as that term is defined in the ADESA, Inc. Employees' 401(k) Plan). All employment with the Company and/or a Subsidiary Corporation prior to the Effective Date shall be counted for purposes of determining eligibility to participate in the Plan. For purposes of this Section 5.01, whether an Employee is "customarily employed" shall be determined by the Committee based on the Company's or Subsidiary Corporation's policies and procedures in effect from time to time.

        5.02     Initial Participation.     An eligible Employee shall become a Participant by completing and signing a Participation Form and returning it to the Company's Human Resources Department not later than the fifteenth (15 ^th ) day of the calendar month preceding a Purchase Period (unless a later time for filing such instructions is set by the Committee for all Employees with respect to a given Purchase Period); or, with respect to a new or rehired Employee, no later than fifteen (15) days after he or she first becomes eligible to participate in the Plan (unless a later time for filing such instructions is set by the Committee for all Employees with respect to a given Purchase Period). Payroll deductions for an Employee shall commence with the first payroll period that begins after the date such Participation Form is processed by the Company's Human Resources Department.

        5.03     Continued Participation.     Once an Employee becomes a Participant, he or she shall automatically continue to participate in the Plan, provided that such Participant continues to be eligible under Section 5.01 and has not withdrawn from the Plan upon termination of employment pursuant to Section 9.01. A Participant is not thereafter required to file a new Participation Form, but may file a new Participation Form in accordance with the requirements of Section 5.02 if he or she wishes to change any elections contained in his then effective Participation Form.

        5.04     Leave of Absence.     Unless a Participant on an employer approved leave of absence returns to employment with the Company or a Subsidiary Corporation immediately after the end of such leave of absence, such Participant shall be deemed to have terminated employment as of the last day of such leave of absence and the provisions of Section 9.01 shall apply.

        5.05     Participation Following Reemployment.     A former Participant whose participation in the Plan ceased due to a termination of employment with the Company and all Subsidiary Corporations shall upon his or her reemployment by the Company or a Subsidiary Corporation be reinstated as a Participant as of his or her reemployment commencement date.

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        A former Employee who was not eligible to participate in the Plan during his or her previous period of employment with the Company or a Subsidiary Corporation shall, upon his or her reemployment by the Company or a Subsidiary Corporation, become a Participant in accordance with the eligibility requirements of Section 5.01. In the case of a former Employee who is rehired within one year from his or her most recent employment termination date, for purposes of Section 5.01 he or she shall be credited with the number of full and partial months, in the case of a salaried employee, or the number of hours of service, in the case of an hourly employee, completed by such rehired employee during his or her most recent prior period of employment by the Company or a Subsidiary Corporation. In the case of a former Employee who is not rehired w