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KAR Auction Services, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.35’

On:  Thursday, 2/21/19, at 11:03am ET   ·   For:  12/31/18   ·   Accession #:  1395942-19-16   ·   File #:  1-34568

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

 2/21/19  KAR Auction Services, Inc.        10-K       12/31/18  104:14M

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 - 2018 Form 10-K                               HTML   1.52M 
 3: EX-10.13    Exhibit 10.13 - Kar Aip Summary of Terms 2019       HTML     45K 
 4: EX-10.15    Material Contract                                   HTML    538K 
 6: EX-10.16C   Exhibit 10.16C - Amending Agreement No. 2 to 4th    HTML     50K 
                Canadian A&R Rpa                                                 
 5: EX-10.35    Exhibit 10.35 - Form of 2019 Rsu Award Agreement    HTML     52K 
                for Section 16                                                   
 7: EX-10.5C    Exhibit 10.5C - Amendment No. 2 to Employment       HTML     39K 
                Agreement - Gottwald                                             
 2: EX-10.7     Exhibit 10.7 - Employment Agreement - John Hammer   HTML     66K 
 8: EX-10.9C    Exhibit 10.9C - Amendment No. 2 to Employment       HTML     38K 
                Agreement - Kelly                                                
 9: EX-21.1     Exhibit 21.1 - List of Subsidiaries                 HTML     63K 
10: EX-23.1     Exhibit 23.1 - Consent of Independent Registered    HTML     29K 
                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     28K 
14: EX-32.2     Exhibit 32.2 - CFO Sox 906 Certification            HTML     28K 
21: R1          Document and Entity Information                     HTML     60K 
22: R2          Consolidated Statements of Income                   HTML     94K 
23: R3          Consolidated Statements of Comprehensive Income     HTML     38K 
24: R4          Consolidated Balance Sheets                         HTML    139K 
25: R5          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
26: R6          Consolidated Statements of Stockholders' Equity     HTML     91K 
27: R7          Consolidated Statements of Stockholders' Equity     HTML     27K 
                (Parenthetical)                                                  
28: R8          Consolidated Statements of Cash Flows               HTML    134K 
29: R9          Organization and Other Matters                      HTML     46K 
30: R10         Summary of Significant Accounting Policies          HTML     96K 
31: R11         Acquisitions and Equity Method Investments          HTML     48K 
32: R12         Stock and Stock-Based Compensation Plans            HTML    128K 
33: R13         Net Income Per Share                                HTML     50K 
34: R14         Allowance for Credit Losses and Doubtful Accounts   HTML     58K 
35: R15         Finance Receivables and Obligations Collateralized  HTML     68K 
                by Finance Receivables                                           
36: R16         Goodwill and Other Intangible Assets                HTML     98K 
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     61K 
41: R21         Leasing Agreements                                  HTML     46K 
42: R22         Income Taxes                                        HTML    139K 
43: R23         Employee Benefit Plans                              HTML     30K 
44: R24         Commitments and Contingencies                       HTML     40K 
45: R25         Accumulated Other Comprehensive Income (Loss)       HTML     36K 
46: R26         Segment Information                                 HTML    235K 
47: R27         Quarterly Financial Data (Unaudited)                HTML    117K 
48: R28         Subsequent Events                                   HTML     30K 
49: R29         Summary of Significant Accounting Policies          HTML    175K 
                (Policies)                                                       
50: R30         Summary of Significant Accounting Policies          HTML     42K 
                (Tables)                                                         
51: R31         Stock and Stock-Based Compensation Plans (Tables)   HTML    108K 
52: R32         Net Income Per Share (Tables)                       HTML     47K 
53: R33         Allowance for Credit Losses and Doubtful Accounts   HTML     62K 
                (Tables)                                                         
54: R34         Finance Receivables and Obligations Collateralized  HTML     62K 
                by Finance Receivables (Tables)                                  
55: R35         Goodwill and Other Intangible Assets (Tables)       HTML     99K 
56: R36         Property and Equipment (Tables)                     HTML     64K 
57: R37         Self Insurance and Retained Loss Reserves (Tables)  HTML     40K 
58: R38         Long-Term Debt (Tables)                             HTML     71K 
59: R39         Financial Instruments (Tables)                      HTML     51K 
60: R40         Leasing Agreements (Tables)                         HTML     42K 
61: R41         Income Taxes (Tables)                               HTML    139K 
62: R42         Accumulated Other Comprehensive Income (Loss)       HTML     36K 
                (Tables)                                                         
63: R43         Segment Information (Tables)                        HTML    235K 
64: R44         Quarterly Financial Data (Unaudited) (Tables)       HTML    117K 
65: R45         Organization and Other Matters (Details)            HTML     72K 
66: R46         Summary of Significant Accounting Policies          HTML    111K 
                (Details)                                                        
67: R47         Acquisitions (Details)                              HTML     90K 
68: R48         Equity Method Investments (Details)                 HTML     45K 
69: R49         Stock and Stock-Based Compensation Plan Summary     HTML     39K 
                (Details)                                                        
70: R50         KAR Auction Services, Inc. Stock-Based              HTML    118K 
                Compensation Plans (Details)                                     
71: R51         Service and Exit Options (Details)                  HTML    104K 
72: R52         Employee Stock Purchase Plan (Details)              HTML     39K 
73: R53         Share Repurchase Plan (Details)                     HTML     55K 
74: R54         Net Income Per Share (Details)                      HTML     67K 
75: R55         Allowance for Credit Losses and Doubtful Accounts   HTML     38K 
                (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     43K 
79: R59         Goodwill and Other Intangible Assets (Details 2)    HTML     42K 
80: R60         Goodwill and Other Intangible Assets (Details 3)    HTML     52K 
81: R61         Goodwill and Other Intangible Assets (Details 4)    HTML     45K 
82: R62         Property and Equipment (Details)                    HTML     70K 
83: R63         Property and Equipment (Details 2)                  HTML     35K 
84: R64         Self Insurance and Retained Loss Reserves           HTML     48K 
                (Details)                                                        
85: R65         Long-Term Debt Summary and Future Principle         HTML     95K 
                Payments (Details)                                               
86: R66         Credit Facilities (Details)                         HTML    144K 
87: R67         Senior Notes (Details)                              HTML     39K 
88: R68         Other Debt (Details)                                HTML     43K 
89: R69         Financial Instruments (Details)                     HTML     73K 
90: R70         Financial Instruments (Details 2)                   HTML     38K 
91: R71         Leasing Agreements (Details)                        HTML     73K 
92: R72         Income Taxes (Details)                              HTML    199K 
93: R73         Income Taxes (Details 2)                            HTML     33K 
94: R74         Income Taxes (Details 3)                            HTML     52K 
95: R75         Employee Benefit Plans (Details)                    HTML     34K 
96: R76         Commitments and Contingencies (Details)             HTML     55K 
97: R77         Accumulated Other Comprehensive Income (Loss)       HTML     38K 
                (Details)                                                        
98: R78         Segment Information (Details)                       HTML    151K 
99: R79         Segment Information (Details 2)                     HTML     46K 
100: R80         Quarterly Financial Data (Unaudited) (Details)      HTML     86K  
101: R81         Subsequent Events Subsequent Events (Details)       HTML     32K  
103: XML         IDEA XML File -- Filing Summary                      XML    177K  
102: EXCEL       IDEA Workbook of Financial Reports                  XLSX    128K  
15: EX-101.INS  XBRL Instance -- kar-20181231                        XML   3.55M 
17: EX-101.CAL  XBRL Calculations -- kar-20181231_cal                XML    288K 
18: EX-101.DEF  XBRL Definitions -- kar-20181231_def                 XML    886K 
19: EX-101.LAB  XBRL Labels -- kar-20181231_lab                      XML   2.20M 
20: EX-101.PRE  XBRL Presentations -- kar-20181231_pre               XML   1.39M 
16: EX-101.SCH  XBRL Schema -- kar-20181231                          XSD    223K 
104: ZIP         XBRL Zipped Folder -- 0001395942-19-000016-xbrl      Zip    340K  


‘EX-10.35’   —   Exhibit 10.35 – Form of 2019 Rsu Award Agreement for Section 16


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



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  Exhibit  


EXHIBIT 10.35
KAR Auction Services, Inc.

2009 OMNIBUS STOCK AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT
2019 AWARD

THIS AGREEMENT (the “Agreement”) is made between KAR Auction Services, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”) pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as amended (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan. The parties hereto agree as follows:

1.    Grant of Restricted Stock Units. The Company hereby grants to the Recipient [_______] Restricted Stock Units (the “Award”) as of [___________], 2019 (the “Grant Date”), subject to the terms and conditions of the Plan and this Agreement. The Restricted Stock Units shall vest pursuant to the terms of this Agreement. A “Restricted Stock Unit” is an “Other Share-Based Award” under the Plan and each Restricted Stock Unit entitles the Recipient to a share of Common Stock upon vesting subject to the terms of this Agreement.
2.    Restrictions. The Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law. The Recipient shall have no rights in the Common Stock underlying the Restricted Stock Units until the Award vests as described in Section 4 below or as otherwise provided in the Plan or this Agreement. The Recipient shall not have any voting rights with respect to the Restricted Stock Units.
3.    Restricted Stock Unit Account. The Company shall maintain an account (the “Restricted Stock Unit Account” or “Account”) on its books in the name of the Recipient, which shall reflect the number of Restricted Stock Units awarded to the Recipient.
4.    Period of Restriction. Subject to the Recipient’s continuous employment with the Company through the following dates and the other provisions of the Plan and this Agreement, unless vested or forfeited earlier as described in Section 5 or 6 of this Agreement, as applicable, (i) one-third (1/3) of the Award shall become vested on the first anniversary of the Grant Date, (ii) an additional one-third (1/3) of the Award shall become vested on the second anniversary of the Grant Date and (iii) the final one-third (1/3) of the Award shall become vested on the third anniversary of the Grant Date.
Upon vesting, all vested Restricted Stock Units shall cease to be considered Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, and the Recipient shall be entitled to receive one share of Common Stock for each vested Restricted Stock Unit in the Recipient’s Restricted Stock Unit Account. Such shares of Common Stock shall be paid to the Recipient as soon as practicable after the vesting date, but in no event later than sixty (60) days following that date on which the applicable shares became vested.

        





5.    Termination of Employment.
(a)    If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the Company and its Affiliates on account of the Recipient’s death or Disability, then all unvested Restricted Stock Units outstanding as of the date of such termination of employment shall immediately vest in full immediately upon the date of such termination of employment.
(b)    If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the Company and its Affiliates by reason of the Recipient’s Retirement or Early Retirement Date (as defined below), then all unvested Restricted Stock Units that would have vested in the 12 months following his or her termination date will immediately vest upon such Retirement or Early Retirement Date, with (1) all Restricted Stock Units vesting that were scheduled to vest on the first anniversary of the Grant Date occurring in such 12 month period and (2) a pro rata amount of the Restricted Stock Units vesting that were scheduled to vest on the next anniversary of the Grant Date occurring thereafter (if any), equal to (A) the total number of unvested Restricted Stock Units that would have vested on such anniversary of the Grant Date, multiplied by (B) a fraction, the numerator of which is the number of full calendar months after the anniversary of the Grant Date described in (1) above, once the additional 12 months of post-termination vesting credit has been applied, and the denominator of which is 12. For purposes of clarity and as an example of the application of the additional 12 months of vesting credit described above, if a Recipient terminates employment by reason of Retirement or an Early Retirement Date 18 months after the Grant Date, the Recipient will immediately vest in (i) the Restricted Stock Units scheduled to vest on the 2nd anniversary of the Grant Date and (ii) 6/12 (or ½) of the Restricted Stock Units scheduled to vest on the 3rd anniversary of the Grant Date. The Recipient’s “Early Retirement Date” is the date of his or her voluntary termination of employment after attaining a combination of years of age and service with the Company and its Affiliates of at least 70, with a minimum age of 60; provided, that, notwithstanding any language to the contrary in the Plan, the Recipient’s years of service with a company prior to it becoming an Affiliate will qualify as service towards attainment of an Early Retirement Date if and only if the Recipient has provided at least five years of service with the Company or another company that was an Affiliate at the time of service.
(c)     If, from the Grant Date until the third anniversary of the Grant Date, the Recipient experiences a termination of employment with the Company and its Affiliates for any reason other those set forth in Section 5(a) and 5(b) above or Section 6 below, then the Recipient shall forfeit any unvested Restricted Stock Units outstanding as of the date of such termination of employment.
6.    Vesting upon Change in Control. Upon a Change in Control (determined without regard to whether such event is a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v)) occurring from the Grant Date until the third anniversary of the Grant Date and prior to the Recipient’s termination of employment with the Company and its Affiliates, all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor with a substantially similar equity or cash incentive award and the same vesting terms as the unvested Restricted Stock Units. If such unvested Restricted Stock Units are assumed or replaced in such a Change in Control and the Recipient’s employment with the Company or its successor is

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terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the third anniversary of the Grant Date, the assumed or replaced award shall become fully vested on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than sixty (60) days following the date that such termination of employment occurs). To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon such a Change in Control as set forth above, then such unvested Restricted Stock Units shall immediately become vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than sixty (60) days following the date that such Change in Control occurs). Notwithstanding the prior sentence, to the extent that the Recipient is a “Deferred Compensation Recipient” (as defined below), then (a) if such Change in Control is not a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v), then the Restricted Stock Units that vest in accordance with the previous sentence shall not be paid as described in the immediately preceding sentence, and shall instead be paid upon the earlier of (i) at the first available subsequent payment date described in this Agreement, determined as though such Recipient’s employment with the Company or its Affiliates continued until that time, or (ii) within sixty (60) days following the Recipient’s “separation from service” within the meaning of Code Section 409A, or (b) if such Change in Control is a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v), that any Restricted Stock Units that are no longer subject to a “substantial risk of forfeiture” for purposes of Code Section 409A shall be paid as soon as administratively feasible thereafter (but in no event later than sixty (60) days following the date that such Change in Control occurs). For purposes of this Agreement, “Deferred Compensation Recipient” means a Recipient, as determined on the Grant Date, who (a) is or will become eligible for Retirement or reach his or her Retirement Eligibility Date at a time when the attainment of such status will result in the Restricted Stock Units being treated as “nonqualified deferred compensation” for purposes of Code Section 409A, or (b) otherwise is entitled to special vesting terms such that the Restricted Stock Units will be treated as “nonqualified deferred compensation” for purposes of Code Section 409A.
7.    Adjustment in Capitalization. In the event of any change in the Common Stock through stock dividends or stock splits, a corporate split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.
8.    Delivery of Stock Certificates. Subject to the requirements of Sections 9 and 10 below, the Company may, if applicable, cause to be issued and delivered to a brokerage account for the benefit of the Recipient certificates or electronic book entry credit for the shares of Common Stock that correspond to the vested Restricted Stock Units.
9.    Tax Withholding. Whenever Common Stock is to be issued, a payment is to be made, or any other vesting or payment event occurs under this Agreement, the Company or any Subsidiary shall withhold, or, with the consent of the Committee, require the Recipient to remit to the Company or such Subsidiary, an amount sufficient to satisfy the federal, state, and local withholding tax requirements relating to such transaction, and the Company or such Subsidiary may defer any payment or issuance of Common Stock until such requirements are satisfied; provided

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that the amount of any such withholding shall not exceed the maximum statutory withholding rate applicable with respect to the Recipient.
10.    Securities Laws. This Award is a private offer that may be accepted only by a Recipient who satisfies the eligibility requirements outlined in the Plan and the Committee’s administrative procedures. The future value of Common Stock acquired under the Plan is unknown and could increase or decrease.
Neither the Plan nor any offering materials related to the Plan may be distributed to the public. The Common Stock should be resold only on the New York Stock Exchange and should not be resold to the public except in full compliance with local securities laws.
11.    No Guarantee of Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment at any time, or confer upon the Recipient any right to continue in the employ of the Company or any Subsidiary.
12.    Compliance with Code Section 409A. Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt from or, in the alternative, comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan and the Agreement will be construed and interpreted in accordance with such intent. References in the Plan and this Agreement to “termination of employment” and similar terms shall mean a “separation from service” within the meaning of that term under Code Section 409A. Any payment or distribution that is to be made to a Recipient who is a “specified employee” of the Company within the meaning of that term under Code Section 409A and as determined by the Committee, on account of a “separation from service” under Code Section 409A, may not be made before the date which is six months after the date of such “separation from service,” unless the payment or distribution is exempt from the application of Code Section 409A by reason of the short-term deferral exemption or otherwise.
13.    Dividend Equivalents. If the Company declares a cash dividend on its shares, then, on the payment date of the dividend, the Recipient will be credited with dividend equivalents equal to the amount of cash dividend per share multiplied by the number of Restricted Stock Units credited to the Recipient through the record date. The dollar amount credited to the Recipient under the preceding sentence will be credited to an account (“Dividend Account”) established for the Recipient for bookkeeping purposes only on the books of the Company. The amounts credited to the Dividend Account will be credited as of the last day of each calendar quarter with interest, compounded quarterly, until the amount credited to the Dividend Account is paid to the Recipient. The rate of interest credited under the previous sentence will be the prime rate of interest as reported by the Wall Street Journal at the close of business of each calendar quarter. The balance in the Dividend Account will be subject to the same terms regarding vesting and forfeiture as the Recipient’s Restricted Stock Units awarded under the accompanying letter and this document, and will be paid in cash in a single sum at the time that the shares of Common Stock associated with the Recipient’s Restricted Stock Units are delivered (or forfeited at the time that the Recipient’s Restricted Stock Units are forfeited).

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14.    No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered under this Agreement. The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.
15.    Amendment. The Committee may at any time amend, modify or terminate this Agreement; provided, however, that no such action of the Committee shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient. The Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Committee and the Company make no representations that the Award shall be exempt from or comply with Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.
16.    Plan Terms and Committee Authority. This Agreement and the rights of the Recipient hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from time to time, as well as to such policies, rules and regulations as the Committee may adopt for administration of the Plan, including but not limited to any stock ownership and stock holding guidelines. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, all of which shall be binding upon the Recipient. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. The Recipient hereby acknowledges receipt of a copy of the Plan and this Agreement.
17.    Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.
18.    Governing Law and Jurisdiction. The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of Indiana, County of Hamilton, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist).
19.    Successors. All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, consolidation or otherwise.
20.    Erroneously Awarded Compensation. This Award shall be subject to any compensation recovery policy adopted by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governances practices, as such policy may be amended from time to time.

[signature page follows]

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IN WITNESS WHEREOF, the Recipient and the Company have executed this Agreement as of this ___ day of [________], 2019.



_______________________________
KAR AUCTION SERVICES, INC.

By: _______________________________

[NAME]
Its: _______________________________





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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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