Transaction Bonus Agreement between ADESA and Timothy C. Clayton (December 21, 2006)
This agreement is between ADESA, represented by Chairman and CEO David G. Gartzke, and Timothy C. Clayton, the interim Chief Financial Officer. It grants Mr. Clayton a $620,000 bonus for his leadership and work on the AutoBahn merger or sale transaction. The bonus is contingent on the successful closing of the transaction and requires that Mr. Clayton not resign before the earlier of June 30, 2007 or the transaction's closing. The agreement recognizes his contributions and sets clear conditions for receiving the bonus.
Exhibit 10.8
December 21, 2006
TO: Tim Clayton
FR: Dave Gartzke
RE: Transaction Bonus
As interim Chief Financial Officer your experience and assistance with this transaction has truly been invaluable. I want to emphasize how much I appreciate your dedication and hard work on Project AutoBahn and without your role as a co-project leader we would not have been able to get where we are today. I know that you have sacrificed a great deal already and we still have a lot of work ahead and your continued efforts are essential in order to complete this transaction.
In recognition of your efforts thus far and your continued involvement with this transaction, you have been recommended for a transaction bonus which has been reviewed and approved by the Executive Compensation Committee.
Contingent upon the closing of the AutoBahn merger/sale transaction and provided you do not terminate your contract with ADESA prior to the earlier of (1) June 30, 2007 or (2) the closing of the merger transaction; you will be awarded $620,000.
I want to thank you again for all your extra efforts. With your help, I look forward to successfully completing this transaction.
| /s/ David G. Gartzke |
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| David G. Gartzke | |
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| Accepted and agreed to as of the date | |
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| /s/ Timothy C. Clayton |
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| Timothy C. Clayton | |
cc: George Lawrence
Brenda Flayton
