Amendment No. 1 to Employ

    This Amendment No. 1 to Employment Agreement (this “Amendment”), dated March 1, 2021 and effective April 1, 2021 (“Effective Date”), is entered into by and between KAR Auction Services, Inc. (“Employer”) and Peter J. Kelly (“Employee”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration (including, but not limited to, the continued employment of Employee by Employer), the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    Paragraph 2 of the Agreement is hereby amended and restated in its entirety as follows:

Title and Duties. During the Employment Period, Employee shall serve as the Chief Executive Officer of Employer and shall perform the duties and responsibilities inherent in such position and any other duties consistent with such position as may be reasonably assigned to Employee from time to time by the Board of Directors of Employer (“Board”). Employee shall perform the duties of this position in a diligent and competent manner and on a full-time basis during the Employment Period. During the Employment Period, Employee shall be nominated to serve as a member of the Board.

    2.    The first sentence of Paragraph 3(a) of the Agreement is hereby amended and restated in its entirety as follows:

Base Salary. During the Employment Period, Employee shall be paid an annual base salary of $750,000 (“Base Salary”), less withholdings and deductions required by law or requested by Employee.

    3.    The first sentence of Paragraph 3(g) of the Agreement is hereby amended and restated in its entirety as follows:

Automobile Allowance. During the Employment Period, Employer shall pay Employee an annual automobile allowance of at least Twenty Five Thousand Dollars ($25,000).

4.    The first sentence of Paragraph 5(a), subsection (i) is hereby amended and restated in its entirety as follows:

(i)    Employer shall pay to Employee an amount equal to two (2) times the sum of (x) Employee’s annual Base Salary and (y) Employee’s bonus at target for the year in which termination occurs, which shall be paid by Employer to Employee in a lump sum as soon as practicable following (and subject to) effectiveness of the release described in Section 6 but in no event later than sixty (60) days following the date of termination, provided that if such sixty (60) day period covers two taxable years, payment shall be made in the second taxable year.

    5.    For purposes of Paragraph 11(a), Employer shall be addressed as set forth below:

To Employer:        KAR Auction Services, Inc.

                    11299 North Illinois Street

                    Carmel, IN 46032

                    Attention: Chuck Coleman

                    Email: chuck.coleman@karglobal.com

    6.    Employee agrees that the changes made in this Amendment, including the change to his position outlined in Paragraph 1 of this Amendment, do not constitute “Good Reason” for termination of the Agreement by Employee as that term is defined in Paragraph 4(c) of the Agreement.

7.    Except as otherwise expressly provided herein, all of the terms and provisions of the Agreement shall remain in full force and effect and this Amendment shall not amend or modify any other rights, powers, duties, or obligations of any party to the Agreement.

8.    This Amendment and the Agreement contain the entire agreement between the parties hereto with respect to the matters contained herein and supersedes and replaces any prior agreement between the parties with respect to the matters set forth in this Amendment.

9.    This Amendment may be executed and delivered via facsimile, email or other electronic transmission (in .pdf format or DocuSign) with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first set forth above.