SEC Info - KAR Auction Services, Inc. - ‘10-K’ for 12/31/18

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KAR Auction Services, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.9C’

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

Previous ‘10-K’: ‘10-K’ on 2/21/18 for 12/31/17 · Next: ‘10-K’ on 2/19/20 for 12/31/19 · Latest: ‘10-K’ on 2/21/24 for 12/31/23 · 18 References:

  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-10.9C’ — Exhibit 10.9C – Amendment No. 2 to Employment Agreement – Kelly

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

<! C: C:

Exhibit

EXHIBIT 10.9c

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Amendment”), dated this 8th day of January, 2019, is effective as of January 7, 2019 (the “Effective Date”). This Amendment is entered into by and between KAR Auction Services, Inc. (“Employer”) and Peter Kelly (“Employee”). This Amendment amends the December 17, 2013 Employment Agreement, as amended on December 31, 2014 (the “Agreement”) between Employer and Employee pursuant to Paragraph 10(d) of the Agreement and is effective as of the Effective Date.

RECITALS

A. Employer desires to change its senior management structure by adding a President position; and

B. Employer desires for Employee to fill this new position.

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 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.

Shall now be amended to read:

Title and Duties. During the Employment Period, Employee shall serve as the President of Employer reporting to Employer’s Chief Executive Officer. Employee 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. From August 15, 2019 through the end of the Employment Period, Employee shall perform his duties from Employer’s location in Carmel, Indiana, subject to reasonable travel requirements related to Employee’s job responsibilities.

2. The first sentence of Paragraph 3(a) of the Agreement, which currently reads:

Base Salary. During the Employment Period, Employee shall be paid an annual base salary of $388,640 (“Base Salary”), less withholdings and deductions required by law or requested by Employee.

Shall now be amended to read:

Base Salary. During the Employment Period, Employee shall be paid an annual base salary of $600,000 (“Base Salary”), less withholdings and deductions required by law or requested by Employee.

3. A new Paragraph 3(h), which will read as follows, shall be added to the Agreement:

(h) Relocation Expenses. Employee shall be eligible for reimbursement of qualified expenses associated with his relocation to Carmel, Indiana in accordance with Employer’s Executive Mobility Policy.

4. The following language shall be added to the end of Paragraph 7(b) of the Agreement:

Nothing in this Agreement prevents Employee from providing, without prior notice to Employer, information to governmental or administrative authorities regarding possible violations of law or otherwise testifying or participating in any investigation or proceeding by any governmental or administrative authorities regarding possible violations of law, and for purpose of clarity, Employee is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

5. A new Paragraph 7(e), which will read as follows, shall be added to the Agreement:

(e) U.S. Defend Trade Secrets Act Notice of Immunity. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In

addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

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

7. 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.

8. 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.

9. 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/ *James P. Hallett*	/s/ *Peter Kelly*

Printed: James P. Hallett

Title: Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	8/15/19
Filed on:	2/21/19	4
	1/7/19
For Period end:	12/31/18
	12/31/14	10-K, 3, 4, ARS
	12/17/13	4, 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 0001395942-19-000016 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)