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KAR Auction Services, Inc. – ‘10-K’ for 12/31/16 – ‘EX-10.9B’

On:  Thursday, 2/23/17, at 7:45pm ET   ·   As of:  2/24/17   ·   For:  12/31/16   ·   Accession #:  1395942-17-34   ·   File #:  1-34568

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/24/17  KAR Auction Services, Inc.        10-K       12/31/16  102:19M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K for the Year Ended December 31, 2016           HTML   1.47M 
 4: EX-10.13    Exhibit 10.13 - Kar Aip Summary of Terms 2017       HTML     45K 
 5: EX-10.15    Exhibit 10.15 - 7th A&R Rpa                         HTML   1.07M 
 6: EX-10.16    Exhibit 10.16 - 4th Canadian A&R Rpa                HTML    983K 
 7: EX-10.33    Exhibit 10.33 - Form of 2017 Rsu Award - Section    HTML     50K 
                16                                                               
 8: EX-10.38    Exhibit 10.38 - Form of 2017 Prsu Award Agreement   HTML     55K 
 2: EX-10.9A    Exhibit 10.9A - Employment Agreement - Kelly        HTML     63K 
 3: EX-10.9B    Exhibit 10.9B - Employment Agreement Amendment -    HTML     31K 
                Kelly                                                            
 9: EX-21.1     Exhibit 21.1 - List of Subsidiaries                 HTML     58K 
10: EX-23.1     Exhibit 23.1 - Consent of Independent Registered    HTML     28K 
                Public Accounting Firm                                           
11: EX-31.1     Exhibit 31.1 - CEO Sox 302 Certification            HTML     33K 
12: EX-31.2     Exhibit 31.2 - CFO Sox 302 Certification            HTML     33K 
13: EX-32.1     Exhibit 32.1 - CEO Sox 906 Certification            HTML     27K 
14: EX-32.2     Exhibit 32.2 - CFO Sox 906 Certification            HTML     27K 
21: R1          Document and Entity Information                     HTML     54K 
22: R2          Consolidated Statements of Income                   HTML     83K 
23: R3          Consolidated Statements of Comprehensive Income     HTML     43K 
24: R4          Consolidated Balance Sheets                         HTML    130K 
25: R5          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
26: R6          Consolidated Statements of Stockholders' Equity     HTML     81K 
27: R7          Consolidated Statements of Stockholders' Equity     HTML     26K 
                (Parenthetical)                                                  
28: R8          Consolidated Statements of Cash Flows               HTML    132K 
29: R9          Organization and Other Matters                      HTML     45K 
30: R10         Summary of Significant Accounting Policies          HTML     99K 
31: R11         Acquisitions and Equity Method Investments          HTML     45K 
32: R12         Stock and Stock-Based Compensation Plans            HTML    150K 
33: R13         Net Income Per Share                                HTML     52K 
34: R14         Allowance for Credit Losses and Doubtful Accounts   HTML     58K 
35: R15         Finance Receivables and Obligations Collateralized  HTML     71K 
                by Finance Receivables                                           
36: R16         Goodwill and Other Intangible Assets                HTML    101K 
37: R17         Property and Equipment                              HTML     59K 
38: R18         Self Insurance and Retained Loss Reserves           HTML     44K 
39: R19         Long-Term Debt                                      HTML     86K 
40: R20         Financial Instruments                               HTML     58K 
41: R21         Leasing Agreements                                  HTML     47K 
42: R22         Income Taxes                                        HTML    132K 
43: R23         Employee Benefit Plans                              HTML     31K 
44: R24         Commitments and Contingencies                       HTML     40K 
45: R25         Accumulated Other Comprehensive Income (Loss)       HTML     38K 
46: R26         Segment Information                                 HTML    235K 
47: R27         Quarterly Financial Data (Unaudited)                HTML    126K 
48: R28         Summary of Significant Accounting Policies          HTML    173K 
                (Policies)                                                       
49: R29         Summary of Significant Accounting Policies          HTML     57K 
                (Tables)                                                         
50: R30         Stock and Stock-Based Compensation Plans (Tables)   HTML    126K 
51: R31         Net Income Per Share (Tables)                       HTML     46K 
52: R32         Allowance for Credit Losses and Doubtful Accounts   HTML     61K 
                (Tables)                                                         
53: R33         Finance Receivables and Obligations Collateralized  HTML     61K 
                by Finance Receivables (Tables)                                  
54: R34         Goodwill and Other Intangible Assets (Tables)       HTML     98K 
55: R35         Property and Equipment (Tables)                     HTML     63K 
56: R36         Self Insurance and Retained Loss Reserves (Tables)  HTML     40K 
57: R37         Long-Term Debt (Tables)                             HTML     72K 
58: R38         Financial Instruments (Tables)                      HTML     50K 
59: R39         Leasing Agreements (Tables)                         HTML     42K 
60: R40         Income Taxes (Tables)                               HTML    132K 
61: R41         Accumulated Other Comprehensive Income (Loss)       HTML     35K 
                (Tables)                                                         
62: R42         Segment Information (Tables)                        HTML    230K 
63: R43         Quarterly Financial Data (Unaudited) (Tables)       HTML    125K 
64: R44         Organization and Other Matters (Details)            HTML     63K 
65: R45         Summary of Significant Accounting Policies          HTML    124K 
                (Details)                                                        
66: R46         Equity Method Investments (Details)                 HTML     53K 
67: R47         Acquisitions (Details)                              HTML     77K 
68: R48         Stock and Stock-Based Compensation Plan Summary     HTML     41K 
                (Details)                                                        
69: R49         KAR Auction Services, Inc. Stock-Based              HTML    168K 
                Compensation Plans (Details)                                     
70: R50         Service and Exit Options (Details)                  HTML    116K 
71: R51         Assumptions (Details)                               HTML     43K 
72: R52         Employee Stock Purchase Plan (Details)              HTML     38K 
73: R53         Share Repurchase Plan (Details)                     HTML     54K 
74: R54         Net Income Per Share (Details)                      HTML     63K 
75: R55         Allowance for Credit Losses and Doubtful Accounts   HTML     37K 
                (Details)                                                        
76: R56         Allowance for Credit Losses and Doubtful Accounts   HTML     35K 
                (Details 2)                                                      
77: R57         Finance Receivables and Obligations Collateralized  HTML    103K 
                by Finance Receivables (Details)                                 
78: R58         Goodwill and Other Intangible Assets (Details)      HTML     42K 
79: R59         Goodwill and Other Intangible Assets (Details 2)    HTML     41K 
80: R60         Goodwill and Other Intangible Assets (Details 3)    HTML     49K 
81: R61         Goodwill and Other Intangible Assets (Details 4)    HTML     43K 
82: R62         Property and Equipment (Details)                    HTML     69K 
83: R63         Property and Equipment (Details 2)                  HTML     34K 
84: R64         Self Insurance and Retained Loss Reserves           HTML     48K 
                (Details)                                                        
85: R65         Long-Term Debt Summary and Future Principle         HTML     87K 
                Payments (Details)                                               
86: R66         Credit Facilities (Details)                         HTML    136K 
87: R67         Other Debt (Details)                                HTML     42K 
88: R68         Financial Instruments (Details)                     HTML     63K 
89: R69         Financial Instruments (Details 2)                   HTML     37K 
90: R70         Leasing Agreements (Details)                        HTML     70K 
91: R71         Income Taxes (Details)                              HTML    174K 
92: R72         Income Taxes (Details 2)                            HTML     32K 
93: R73         Income Taxes (Details 3)                            HTML     53K 
94: R74         Employee Benefit Plans (Details)                    HTML     34K 
95: R75         Commitments and Contingencies (Details)             HTML     54K 
96: R76         Accumulated Other Comprehensive Income (Loss)       HTML     38K 
                (Details)                                                        
97: R77         Segment Information (Details)                       HTML    140K 
98: R78         Segment Information (Details 2)                     HTML     44K 
99: R79         Quarterly Financial Data (Unaudited) (Details)      HTML     77K 
101: XML         IDEA XML File -- Filing Summary                      XML    172K  
100: EXCEL       IDEA Workbook of Financial Reports                  XLSX    127K  
15: EX-101.INS  XBRL Instance -- kar-20161231                        XML   3.60M 
17: EX-101.CAL  XBRL Calculations -- kar-20161231_cal                XML    285K 
18: EX-101.DEF  XBRL Definitions -- kar-20161231_def                 XML    922K 
19: EX-101.LAB  XBRL Labels -- kar-20161231_lab                      XML   2.22M 
20: EX-101.PRE  XBRL Presentations -- kar-20161231_pre               XML   1.41M 
16: EX-101.SCH  XBRL Schema -- kar-20161231                          XSD    231K 
102: ZIP         XBRL Zipped Folder -- 0001395942-17-000034-xbrl      Zip    342K  


‘EX-10.9B’   —   Exhibit 10.9B – Employment Agreement Amendment – Kelly


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  

EXHIBIT 10.9b
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), dated and effective as of December 31, 2014, is entered into by and between KAR Auction Services, Inc. (“Employer”) and Peter Kelly (“Employee”) (collectively “parties”). This Amendment amends the December 17, 2013 Employment Agreement (the “Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement.
RECITALS
A.    Employer desires to change its senior management structure by adding a President of Digital Services position;
B.    Employee desires to fill this new position, while also maintaining his role as Chief Technology Officer.
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, which currently reads:
Title and Duties. During the Employment Period, Employee shall serve as the Chief Technology 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 Employer’s Chief Executive Officer or 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.
Shall now be amended to read:
Title and Duties. During the Employment Period, Employee shall serve as the Chief Technology Officer of Employer and as the President of Digital Services of Employer reporting to Employer’s Chief Operating Officer. Employee shall perform the duties and responsibilities inherent in such positions and any other duties consistent with such position as may be reasonably assigned to Employee from time to time by Employer’s Chief Executive Officer, Chief Operating Officer or Board of Directors of Employer (“Board”). Employee shall perform the duties of these positions in



a diligent and competent manner and on a full-time basis during the Employment Period.
2.    Employee agrees that the amendment to his duties and his reporting structure outlined in Paragraph 1 of this Amendment do not constitute a “Good Reason” for termination of the Agreement by Employee as that term is defined in Paragraph 4(c) of the Agreement.
3.    Continuation of Agreement. 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.
4.    Complete Agreement. 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.
5.    Counterparts. This Amendment may be executed in any number of counterparts and any such counterparts may be transmitted by electronic or facsimile transmission, and each of such counterparts, whether an original or an electronic or facsimile of an original, shall be deemed to be an original and all of such counterparts together shall constitute a single agreement.
    




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

KAR AUCTION SERVICES, INC.

By: /s/ Don Gottwald             /s/ Peter Kelly            
Printed: Don Gottwald                    Peter Kelly
Title: Chief Operating Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/24/174
Filed on:2/23/174
For Period end:12/31/16
12/31/1410-K,  3,  4,  ARS
12/17/134,  8-K
 List all Filings 


18 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  OPENLANE, Inc.                    10-K       12/31/23  112:14M
11/02/23  OPENLANE, Inc.                    10-Q        9/30/23   68:7.4M
 8/03/23  OPENLANE, Inc.                    10-Q        6/30/23   66:7.3M
 5/03/23  OPENLANE, Inc.                    10-Q        3/31/23   60:6.8M
 3/22/23  OPENLANE, Inc.                    10-Q/A      9/30/22   62:7.2M
 3/22/23  OPENLANE, Inc.                    10-Q/A      6/30/22   61:7M
 3/22/23  OPENLANE, Inc.                    10-Q/A      3/31/22   61:6.1M
 3/09/23  OPENLANE, Inc.                    10-K       12/31/22  111:15M
11/02/22  OPENLANE, Inc.                    10-Q        9/30/22   62:9.3M
 8/03/22  OPENLANE, Inc.                    10-Q        6/30/22   58:7.4M
 5/04/22  OPENLANE, Inc.                    10-Q        3/31/22   59:6.4M
 2/23/22  OPENLANE, Inc.                    10-K       12/31/21  110:15M
11/03/21  OPENLANE, Inc.                    10-Q        9/30/21   57:6.9M
 8/04/21  OPENLANE, Inc.                    10-Q        6/30/21   55:6.8M
 5/05/21  OPENLANE, Inc.                    10-Q        3/31/21   57:5.6M
 2/18/21  OPENLANE, Inc.                    10-K       12/31/20  105:14M
11/04/20  OPENLANE, Inc.                    10-Q        9/30/20   68:9.7M
 8/05/20  OPENLANE, Inc.                    10-Q        6/30/20   67:8.8M
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Filing Submission 0001395942-17-000034   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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