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KAR Auction Services, Inc. – ‘8-K’ for 3/1/21 – ‘EX-10.2’

On:  Tuesday, 3/2/21, at 5:08pm ET   ·   For:  3/1/21   ·   Accession #:  1395942-21-19   ·   File #:  1-34568

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

 3/02/21  KAR Auction Services, Inc.        8-K:5,7,9   3/01/21   16:662K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K - Executive Leadership Transition          HTML     33K 
 2: EX-10.1     Exhibit 10.1 - Employment Agreement (Hallett)       HTML     59K 
 3: EX-10.2     Exhibit 10.2 - Amendment No. 1 to Employment        HTML     17K 
                Agreement (Kelly)                                                
 4: EX-99.1     Exhibit 99.1 - Press Release Dated March 2, 2021    HTML     17K 
 5: EX-99.2     Exhibit 99.2 - Stockholder Letter Dated March 2,    HTML     14K 
                2021                                                             
12: R1          Document and Entity Information Document            HTML     47K 
14: XML         IDEA XML File -- Filing Summary                      XML     14K 
11: XML         XBRL Instance -- kar-20210301_htm                    XML     22K 
13: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.CAL  XBRL Calculations -- kar-20210301_cal                XML      8K 
 8: EX-101.DEF  XBRL Definitions -- kar-20210301_def                 XML     10K 
 9: EX-101.LAB  XBRL Labels -- kar-20210301_lab                      XML     68K 
10: EX-101.PRE  XBRL Presentations -- kar-20210301_pre               XML     34K 
 6: EX-101.SCH  XBRL Schema -- kar-20210301                          XSD     12K 
15: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
16: ZIP         XBRL Zipped Folder -- 0001395942-21-000019-xbrl      Zip     65K 


‘EX-10.2’   —   Exhibit 10.2 – Amendment No. 1 to Employment Agreement (Kelly)


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Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
    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”).
RECITALS
A.Employer desires for Employee to serve as the Chief Executive Officer of Employer, effective as of the Effective Date, and Employee desires to accept such continued employment, on the terms and conditions set forth herein.
B.This Amendment amends the Employment Agreement dated March 9, 2020 (the “Agreement”) pursuant to Paragraph 11(d) of the Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
AMENDMENT
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.
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    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.

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


“Employer”
“Employee”
KAR AUCTION SERVICES, INC.
Title: Executive Vice President and Chief Financial Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/1/21
Filed on:3/2/214,  4/A
For Period end:3/1/213,  4
3/9/204,  8-K
 List all Filings 


15 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
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Filing Submission 0001395942-21-000019   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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