**Exhibit10.1**

**ExecutionCopy**

**SECONDAMENDED AND RESTATEDSENIOR MANAGEMENT AGREEMENT**

 

**THIS SECOND AMENDED AND RESTATEDSENIOR MANAGEMENT AGREEMENT** (this “Agreement”) is made as of January 28,2008, by and among Solera Holdings, Inc., a Delaware corporation (the “Company”),Solera, Inc., a Delaware****corporation (“Employer”),Tony Aquila****(“Executive”), AnthonyAquila 2007 Annuity Trust dated May 10, 2007 (“Executive Trust”),Shelly Renee Aquila (“Aquila”) and Shelly Renee Aquila 2007 AnnuityTrust dated May 10, 2007 (“Aquila Trust”).  Certain definitions are set forth in Section 9of this Agreement.

 

On April 1, 2005, pursuant to the SeniorManagement Agreement, dated as of April 1, 2005, by and among SoleraHoldings, LLC, a Delaware limited liability company and predecessor to theCompany (“Solera LLC”), Employer and Executive (the “Original SeniorManagement Agreement”), Executive purchased from Solera LLC (i) 4,040,021of Solera LLC’s Class A Common Units (as defined below) and (ii) 16.625of Solera LLC’s Class B Preferred Units (as defined below).

 

On April 13, 2006, pursuant to the Amended andRestated Senior Management Agreement, dated as of April 13, 2006, by andamong Solera LLC, Employer and Executive (as amended, the “Restated SeniorManagement Agreement”), (i) the parties thereto amended and restatedin its entirety the Original Senior Management Agreement, (ii) Executivepurchased from Solera LLC 530,551 Class A Common Units and (iii) Executivepurchased from Solera LLC 1,562.318 Class B Preferred Units.  All Class B Preferred Units and Class ACommon Units owned by Executive or acquired by Executive pursuant to theOriginal Senior Management Agreement or the Restated Senior ManagementAgreement are referred to herein as “Executive Units.”

 

On March 29, 2007, Solera LLC, Employer andExecutive entered into an Amendment No. 1 to Amended and Restated SeniorManagement Agreement, pursuant to which the parties to the Restated SeniorManagement Agreement amended the Restated Senior Management Agreement.

 

On April 28, 2007, pursuant to a resolution ofthe board of managers of Solera LLC, a three-to-one reverse split of the Class ACommon Units of Solera LLC was effected pursuant to which the number of Class ACommon Units held by Executive was divided by three and any resultingfractional Unit was cancelled.

 

On May 10, 2007, Executive transferred 50,000 Class ACommon Units to each of (i) Executive Trust and (ii) Aquila.  On such date, Aquila transferred 50,000 Class ACommon Units to Aquila Trust.

 

On May 10, 2007, pursuant to a resolution of theboard of managers of Solera LLC, Solera LLC filed a certificate of conversion(as filed, the “Certificate of Conversion”) with the Secretary of Stateof the State of Delaware, pursuant to which Solera LLC was converted from alimited liability company into a corporation and all outstanding Class ACommon Units and Class B Preferred Units of Solera LLC were converted intoshares (the “Conversion”) of the 

 

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common stock, par value$0.01 per share (the “Common Stock”), of the Company as set forth in theCertificate of Conversion.

 

Immediately following the Conversion, the Investorsowned an aggregate of 41,526,756 shares of Common Stock (such number of shares,the “Initial Investor Amount”).

 

On May 11, 2007, pursuant to and subject to theterms of (a) a Restricted Stock Unit Grant Agreement, dated May 11,2007, between the Company and Executive (the “RSU Agreement”), and (b) theCompany’s 2007 Long-Term Equity Incentive Plan, the Company issued to Executive150,648 restricted stock units (the “RSUs”).

 

On May 15, 2007, the Company completed an initialpublic offering (the “IPO”) of shares of Common Stock.  In connection with the IPO, Executive sold83,137 shares of Common Stock to the underwriters in the IPO.

 

On October 10, 2007, certain stockholders of theCompany completed a public offering (the “October Offering”) ofshares of Common Stock.  In connectionwith the October Offering, Executive sold 169,613 shares of Common Stockto the underwriters in the October Offering.

 

As a result of the foregoing events, the Company,Employer, Executive, Executive Trust and Aquila Trust desire to amend andrestate the Restated Senior Management Agreement in its entirety.  Certain provisions of this Agreement areintended for the benefit of, and will be enforceable by, the Investors (asdefined below).

 

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties to theRestated Senior Management Agreement hereby agree that the Restated SeniorManagement Agreement is hereby amended and restated in its entirety as followsand all parties hereto hereby agree as follows:

 

**PROVISIONSRELATING TO EXECUTIVE SECURITIES**

 

# 1.     Purchase and Sale of Executive Securities.

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## (a)   Pursuant to the Original Senior ManagementAgreement, on April 1, 2005, Executive purchased, and Solera LLC sold, (i) 4,040,021Class A Common Units and (ii) 16.625 Class B PreferredUnits.  On such date, Solera LLCdelivered to Executive the certificates evidencing any Executive Units thatwere vested at such time, and Executive delivered to Employer, for the benefitof Solera LLC, a cashier’s or certified check or wire transfer of immediatelyavailable funds in an aggregate amount equal to $420,627.13 as payment for suchExecutive Units.

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## (b)   Pursuant to the Restated Senior ManagementAgreement, on April 13, 2006, (i) Solera LLC sold, and the Executivepurchased 530,551 Class A Common Units at a price of $0.10 per unit and (ii) Executivepurchased and Solera LLC sold 1,526.318 Class B Preferred Units at a priceof $1,000.00 per unit.  On such date,Executive delivered to Solera LLC a cashier’s or certified check or wiretransfer of immediately available funds in an aggregate 

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## amount equal to $1,579,372.87 as payment for suchExecutive Units.  Following such purchaseof Class A Common Units and Class B Preferred Units, Executive ownedthe following Executive Units:  (i) 3,927,679Class A Common Units, which units are referred to herein as the “CarriedCommon Units”; (ii) 642,893 Class A Common Units, which units arereferred to herein as the “Co-Invest Common Units”; and (iii) 1,542.943Class B Preferred Units.  Solera LLCdelivered to Executive copies of the certificates representing such ExecutiveUnits.  The Co-Invest Common Units,together with the Class B Preferred Units acquired by Executive pursuantto the Original Senior Management Agreement and the Restated Senior ManagementAgreement, are referred to herein as the “Co-Invest Units.”

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## (c)   On April 28, 2007, pursuant to aresolution of the board of managers of Solera LLC, a three-to-one reverse splitof the Class A Common Units of Solera LLC was effected pursuant to whichthe number of Class A Common Units held by Executive was divided by threeand any resulting fractional Unit was cancelled.

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## (d)   On May 10, 2007, Executive transferred50,000 Co-Invest Common Units to each of (i) Executive Trust and (ii) Aquila.  On such date, Aquila transferred 50,000Co-Invest Units to Aquila Trust.  On suchdate, Executive Trust, Aquila and Aquila Trust executed joinders to theRestated Senior Management Agreement.

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## (e)   On May 10, 2007, pursuant to theConversion, all of the outstanding units of Solera LLC, including the ExecutiveUnits, were converted into shares of Common Stock.  Immediately following such Conversion, (i) Executiveowned the following:  (A) 1,309,226 sharesof Common Stock, which shares shall be referred to herein as the “CarriedShares” and (B) 219,396 shares of Common Stock, which shares shall bereferred to herein as the “Executive Co-Invest Shares;” and (ii) eachof Executive Trust and Aquila Trust owned 50,000 shares of Common Stock, whichshares, together with the Executive Co-Invest Shares, shall be referred toherein as the “Co-Invest Shares.” The Carried Shares and Co-Invest Shares, together with any shares ofCommon Stock that are issued in respect of RSUs that have vested, shall bereferred to herein, collectively, as “Executive Securities.”  As of May 10, the total number ofCarried Shares plus Co-Invest Shares was equal to 1,628,622.

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## (f)    Immediately following the Conversion, theInvestors owned an aggregate number of shares of Common Stock equal to theInitial Investor Amount.

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## (g)   On May 11, 2007, pursuant to and subjectto the terms of (a) the RSU Agreement and (b) the Company’s 2007Long-Term Equity Incentive Plan, the Company issued to Executive the RSUs.

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## (h)   On May 15, 2007, in connection with theIPO, Executive sold 83,137 Executive Co-Invest Shares to the underwriters inthe IPO.

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## (i)    On October 10, 2007, in connection withthe October Offering, Executive sold 169,613 shares of Common Stock to theunderwriters in the October Offering.

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## (j)    All certificates evidencing the UnvestedShares (as defined below) shall be held by the Company for the benefit ofExecutive and other holder(s) of Unvested Shares; provided, that, uponwritten request by the Executive, the Company shall release to Executive 

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## and other holder(s) of Vested Shares certificatesevidencing those Vested Shares.  Upon theoccurrence of a Sale of the Company, the Company will return all certificatesin its possession evidencing Unvested Shares to the record holders thereof.

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## (k)   Executive represents and warrants to theCompany that:

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### (i)            ThisAgreement constitutes the legal, valid and binding obligation of Executive,enforceable in accordance with its terms, and the execution, delivery andperformance of this Agreement by Executive does not and will not conflict with,violate or cause a breach of any agreement, contract or instrument to whichExecutive is a party or any judgment, order or decree to which Executive issubject.

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### (ii)           Exceptfor (A) the Employment Agreement, dated August 16, 2001 betweenExecutive and Mitchell International, as amended by the Amendment to EmploymentAgreement dated April 22, 2003 (the “Mitchell Employment Agreement”),(B) the Non-Solicitation and Non-Competition Agreement, dated September 18,2001, between Executive and Mitchell International, Inc. (together withthe Mitchell Employment Agreement, the “Mitchell Agreements”), and (C) thisAgreement, Executive is neither party to, nor bound by, any other employmentagreement, consulting agreement, noncompete agreement, non-solicitationagreement or confidentiality agreement.

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## (l)    Executive acknowledges and agrees that noprovision contained in this Agreement shall entitle Executive to remain in theemployment of the Company, Employer or their respective Subsidiaries or affectthe right of the Company, Employer or their respective Subsidiaries toterminate Executive’s employment at any time for any reason.

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## (m)  In accordance with the terms of each of theOriginal Senior Management Agreement and the Restated Senior ManagementAgreement, Executive has executed in blank ten security transfer powers (the “SecurityPowers”) with respect to the Executive Units acquired pursuant to suchagreement and has delivered such Security Powers to the Company.  Concurrently with the execution of thisAgreement, Executive shall execute in blank ten Security Powers in the form of Exhibit Aattached hereto with respect to the Unvested Shares and shall deliver suchSecurity Powers to the Company.  TheSecurity Powers shall authorize the Company to assign, transfer and deliver theUnvested Shares to the appropriate acquiror thereof pursuant to Section 3below and under no other circumstances.

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## (n)   In accordance with the terms of each of theOriginal Senior Management Agreement and the Restated Senior ManagementAgreement, if Executive was married at the time of the execution of suchagreement, Executive’s spouse executed a Spousal Consent with respect to theExecutive Units acquired pursuant to such agreement.  Concurrently with the execution of thisAgreement, if Executive is lawfully married, Executive’s spouse shall executethe Consent in the form of Exhibit B attached hereto.

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## (o)   On April 1, 2005, Executive became aparty to the Registration Agreement in the capacity of an Executive.  On May 10, 2007, each of ExecutiveTrust, Aquila and Aquila Trust became a party to the Registration Agreement.

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# 2.     Vesting of Carried Shares and RSUs.

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## (a)   The Co-Invest Shares are fully vested.  The Carried Shares shall be subject tovesting in the manner specified in this Section 2.  As of the date hereof, 1,047,380 CarriedShares have vested.

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## (b)   Except as otherwise provided in this Section 2,beginning March 31, 2008, an additional 5% (that is, 65,461 shares) of theCarried Shares shall become vested on March 31, June 30, September 30and December 31 of each year, if as of each such date Executive isemployed by the Company or any of its Subsidiaries, until all Carried Shareshave become vested.

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## (c)   Upon the occurrence of a Sale of the Company,all Carried Shares and RSUs which have not yet become vested shall becomevested as of the date of consummation of the Sale of the Company, if, as ofsuch date, Executive has been continuously employed by the Company, Employer orany of their Subsidiaries from the date of this Agreement through and includingsuch date.

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## (d)   In the event of a Public Sale of shares ofCommon Stock by the Investors after the date hereof, if, as of the date of theconsummation of such Public Sale, the Vested Ratio (prior to giving effect toany vesting on such date pursuant to this Section 2(d)) is lessthan the Cumulative Ratio (after giving effect to such Public Sale), then anumber of Unvested Shares (as defined below) shall become vested in connectionwith such Public Sale such that the Vested Ratio (after giving effect to anyvesting on such date pursuant to this Section 2(d)) equals theCumulative Ratio (after giving effect to such Public Sale) on such date, if, asof such date, Executive has been continuously employed by the Company, Employeror any of their Subsidiaries from the date of this Agreement through and includingsuch date.  Notwithstanding, and inaddition to, any vesting pursuant to this Section 2(d), the CarriedShares shall continue to vest as set forth in Section 2(b).

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## (e)   If (i) requested byExecutive in a written notice to the Company in connection with a Sale of theCompany, and (ii) Executive is a “disqualified individual” (within themeaning of Section 280G(c) of the Internal Revenue Code, as amended(the “Code”)) entitled to receive a “parachute payment” (within themeaning of Code Section 280G(b)) in connection with such Sale of theCompany, and (iii) Executive has waived his 280G Payment (as definedbelow) subject to the Stockholder Vote (as defined below), the Company shalluse commercially reasonable efforts prior to the closing of such Sale of theCompany to hold a vote of the Company’s stockholders (the “Stockholder Vote”)seeking approval of any such parachute payment to the extent such parachutepayment exceeds 2.999 times Executive’s “base amount” (within the meaning ofCode Section 280G(b)(3)) (the “280G Payment”).

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## (f)    Carried Shares that have become vested (“VestedCarried Shares”), shares of Common Stock issued in respect of RSUs thathave vested and the Co-Invest Shares are collectively referred to herein as “VestedShares.”  All Carried Shares thathave not vested are referred to herein as “Unvested Shares.”

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## (g)   As of the date hereof, notwithstandinganything to the contrary set forth in the RSU Agreement, 120,518 of the RSUshave vested.  In the event of a PublicSale of shares of Common Stock by the Investors after the date hereof, if, asof the date of the consummation of such Public Sale, the RSU Vested Ratio(prior to giving effect to any vesting on such date pursuant to this Section 2(g))is less than the Cumulative Ratio (after giving effect to such Public Sale),then a number of unvested RSUs shall become vested in connection with suchPublic Sale such that the RSU Vested Ratio (after giving effect to any vestingon such date pursuant to this Section 2(g)) equals the CumulativeRatio (after giving effect to such Public Sale) on such date, if, as of suchdate, Executive has been continuously employed by the Company, Employer or anyof their Subsidiaries from the date of this Agreement through and includingsuch date.  Notwithstanding, and inaddition to, any vesting pursuant to this Section 2(g), the RSUsshall continue to vest as set forth in the RSU Agreement.

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# 3.     Repurchase Option.

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## (a)   In the event of a Separation, the Unvested Shares(whether held by Executive or one or more of Executive’s transferees, otherthan the Company and the Investors) will be subject to repurchase, in each caseby the Company and the Investors pursuant to the terms and conditions set forthin this Section 3 (the “Repurchase Option”).  The Company may assign its repurchase rightsset forth in this Section 3 to any Person.

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## (b)   In the event of a Separation, the purchaseprice for each Unvested Share will be the lesser of (A) Executive’sOriginal Cost for such share and (B) the Fair Market Value of such shareas of the delivery date of the Repurchase Notice or Supplemental RepurchaseNotice, as the case may be, in either case first delivered pursuant to Section 3(c).

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## (c)   In the event of a Separation, the Company(with the approval of the Board) may elect to purchase all or any portion ofthe Unvested Shares pursuant to this Section 3 by deliveringwritten notice (the “Repurchase Notice”) to the holder or holders ofsuch securities within six months and 10 days after the Separation.  The Repurchase Notice will set forth thenumber of Unvested Shares to be acquired from each holder, the aggregateconsideration to be paid for such shares and the time and place for the closingof the transaction.  Unvested Shares tobe repurchased by the Company shall first be satisfied to the extent possiblefrom the Unvested Shares held by Executive at the time of delivery of theRepurchase Notice.  If the number ofUnvested Shares to be repurchased by the Company then held by Executive is lessthan the total number of Unvested Shares that the Company has elected topurchase, the Company shall purchase the remaining Unvested Shares elected tobe purchased from the other holder(s) of Unvested Shares under thisAgreement (i.e., Executive’s Permitted Transferees), pro rata according to thenumber of Unvested Shares held by such other holder(s) at the time ofdelivery of such Repurchase Notice (determined as nearly as practicable to thenearest share).

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## (d)   If for any reason the Company does not electto purchase all of the Unvested Shares pursuant to the Repurchase Option, theInvestors shall be entitled to exercise the Repurchase Option for all or anyportion of the Unvested Shares that the Company has not elected to purchase(the “Available Securities”).  Assoon as practicable after the Company has determined that there will beAvailable Securities, but in any event within five months after the Separation,the Company shall give written notice (the “Option Notice”) to theInvestors setting 

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## forth the number of Available Securities and thepurchase price for such Available Securities. The Investors may elect to purchase any or all of the AvailableSecurities by giving written notice to the Company within six months and 10days after the Separation.  If theInvestors elect to purchase an aggregate number of Available Securities that isgreater than the number of Available Securities, the Available Securities shallbe allocated among the Investors based upon the number of shares of CommonStock owned by each Investor.  As soon aspracticable, and in any event within ten days, after the expiration of thesix-month and ten-day period set forth above, the Company shall notify eachholder of Unvested Shares as to the number of Unvested Shares being purchasedfrom such holder by the Investors (the “Supplemental Repurchase Notice”).  At the time the Company delivers theSupplemental Repurchase Notice to the holder(s) of Unvested Shares, theCompany shall also deliver written notice to each Investor setting forth thenumber of shares such Investor is entitled to purchase, the aggregate purchaseprice and the time and place of the closing of the transaction.

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## (e)   The closing of the purchase of the UnvestedShares pursuant to the Repurchase Option shall take place on the datedesignated by the Company in the Repurchase Notice or Supplemental RepurchaseNotice, which date shall not be more than one month nor less than five daysafter the delivery of the later of either such notice to be delivered.  The Company will pay for the Unvested Sharesto be purchased by it pursuant to the Repurchase Option by first offsettingamounts outstanding under any bona fide debts owed by Executive to the Company,and will pay the remainder of the purchase price by, at its option, (A) acheck or wire transfer of funds, (B) the issuance of a subordinatedpromissory note of the Company payable in full in one lump sum on the thirdanniversary of the date of issuance and bearing interest at a rate equal tosuch rate as may be determined by the Board (provided that such rate may not beless than the prime rate (as published in The Wall Street Journal fromtime to time)), which interest shall be payable in cash on a quarterly basis,or (C) any combination of (A) and (B) as the Board may elect inits discretion; provided that, to the extent that the Company has readilyavailable cash resources in excess of its working capital and other reasonablecash needs and without imposing any obligation on the Company to raisefinancing to fund the repurchases or to materially impair its financialliquidity or condition, the Company shall use reasonable efforts to pay thepurchase price for such Unvested Shares pursuant to the foregoing clause(A).  Each Investor will pay for theUnvested Shares purchased by it by a check or wire transfer of funds.  The Company and the Investors will beentitled to receive customary representations and warranties from the sellersregarding such sale.

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## (f)    Notwithstanding anything to the contrarycontained in this Agreement, all repurchases of Unvested Shares by the Companypursuant to the Repurchase Option shall be subject to applicable restrictionscontained in the Delaware General Corporation Law or such other governingcorporate law, and in the Company’s and its Subsidiaries’ debt and equityfinancing agreements, provided that with respect to any such equity financingagreements in effect on the date hereof, only such restrictions as are setforth in such agreements as in effect on the date hereof shall apply forpurposes of this Section 3.2(f). If any such restrictions prohibit (i) the repurchase of UnvestedShares hereunder which the Company is otherwise entitled or required to make or(ii) dividends or other transfers of funds from one or more Subsidiariesto the Company to enable such repurchases, then the Company may make suchrepurchases as soon as it is permitted to make repurchases or receive fundsfrom Subsidiaries under such restrictions but in no event later than 12 monthsafter the date of the Repurchase Notice, and for any such 

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## repurchase that is to be made at Fair Market Value,Fair Market Value shall be determined as of the date such restrictions lapse.

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## (g)   Notwithstanding anything to the contrarycontained in this Agreement, if the Fair Market Value of Unvested Shares isfinally determined to be an amount at least 20% greater than the per sharerepurchase price for such Unvested Share in the Repurchase Notice or in theSupplemental Repurchase Notice, each of the Company and the Investors shallhave the right to revoke its exercise of the Repurchase Option for all or anyportion of the Unvested Shares elected to be repurchased by it by deliveringnotice of such revocation in writing to the holders of Unvested Shares duringthe thirty-day period beginning on the date that the Company and/or theInvestors are given written notice that the Fair Market Value of a share ofUnvested Shares was finally determined to be an amount at least 20% greaterthan the per share repurchase price for Unvested Shares set forth in theRepurchase Notice or in the Supplemental Repurchase Notice.

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## (h)   The provisions of this Section 3will terminate upon the consummation of a Sale of the Company.

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# 4.     Restrictions on Transfer of Executive Securities.

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## (a)   Transfer of Executive Securities.  The holders of Executive Securities shall notTransfer any interest in any Executive Securities, except pursuant to (i) theprovisions of Section 3 hereof or (ii) the provisions of Section 4(b) below.

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## (b)   Certain Permitted Transfers.  The restrictions in this Section 4will not apply with respect to any Transfer of Executive Securities made (i) pursuantto applicable laws of descent and distribution or to such Person’s legalguardian in the case of any mental incapacity or among such Person’s FamilyGroup, or (ii) subject to the restrictions on transfer set forth in theRegistration Agreement (including, without limitation, in Section 3thereof) or any agreement entered into pursuant thereto, of shares of CommonStock that are Vested Shares, but in the case of this clause (ii) onlyan amount of shares of Common Stock that are Vested Shares equal to the productof (A) the Total Share Number and (B) the Cumulative Ratio (as of thedate of such Transfer pursuant to this clause (ii), after giving effectto any Public Sale of Common Stock by the Investors on such date), lessthe sum of (X) the aggregate number of shares of Executive Securities transferredby Executive in Public Sales prior to the date hereof and (Y) as of thedate of such transfer, the aggregate number of shares of Executive Securitiespreviously transferred by Executive, Executive Trust, Aquila, Aquila Trust andtheir Permitted Transferees after the date hereof pursuant to this clause (ii);provided that any in-kind distributions of shares of Common Stock by theInvestors to their limited partners shall be deemed to be a Public Sale forpurposes of this Section 4(b)(ii); provided further that therestrictions contained in this Section 4 will continue to beapplicable to the Executive Securities after any Transfer of the type referredto in clause (i) above and the transferees of such ExecutiveSecurities must agree in writing to be bound by the provisions of thisAgreement.  Any transferee of ExecutiveSecurities pursuant to a Transfer in accordance with the provisions of clause(i) of this Section 4(b) is herein referred to as a “PermittedTransferee.”  Upon the Transfer ofExecutive Securities pursuant to this Section 4(b), thetransferring holder of Executive Securities will deliver a written notice (a “Transfer

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## Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, theTransfer Notice will disclose in reasonable detail the identity of thePermitted Transferee(s).

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## (c)   Termination of Restrictions.  The restrictions set forth in this Section 4will continue with respect to each share of Executive Securities until theearlier of (i) the date on which such share of Executive Securities hasbeen transferred in a Public Sale permitted by this Section 4, or (ii) theconsummation of a Sale of the Company.

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# 5.     Additional Restrictions on Transfer of Executive Securities.

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## (a)   Legend.  The certificates representing the ExecutiveSecurities will bear a legend in substantially the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WEREORIGINALLY ISSUED AS OF MAY 10, 2007, HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLDOR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THEACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAINREPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SECOND AMENDEDAND RESTATED SENIOR MANAGEMENT AGREEMENT AMONG THE COMPANY AND AN EXECUTIVE OFTHE COMPANY AND OTHER PARTIES, DATED AS OF JANUARY 28, 2008, AS AMENDED.  A COPY OF SUCH AGREEMENT MAY BE OBTAINEDBY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUTCHARGE.”

 

## (b)   Opinion of Counsel.  No holder of Executive Securities mayTransfer any Executive Securities (except pursuant to Section 3 or 4(b) ofthis Agreement or an effective registration statement under the Securities Act)without first delivering to the Company a written notice at least 10 days priorto such transfer describing in reasonable detail the proposed Transfer, and, ifrequested by the Company prior to such Transfer, an opinion of counsel(reasonably acceptable in form and substance to the Company) that neitherregistration nor qualification under the Securities Act and applicable statesecurities laws is required in connection with such transfer.  In addition, if the holder of the ExecutiveSecurities delivers to the Company an opinion of counsel that no subsequentTransfer of such Executive Securities shall require registration under theSecurities Act, the Company shall promptly upon such contemplated Transferdeliver new certificates for such Executive Securities that do not bear theSecurities Act portion of the legend set forth in Section 5(a).  If the Company is not required to deliver newcertificates for such Executive Securities not bearing such legend, the holderthereof shall not Transfer the same until the prospective transferee hasconfirmed to the Company in writing its agreement to be bound by the conditionscontained in this Section 5.

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**PROVISIONSRELATING TO EMPLOYMENT**

 

# 6.     Employment. Employeragrees to employ Executive and Executive accepts such employment for the periodbeginning as of the date hereof and ending upon his separation pursuant to Section 6(c) hereof(the “Employment Period”).

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## (a)   Position and Duties.

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### (i)            Duringthe Employment Period, Executive shall serve as the President and ChiefExecutive Officer of Employer and shall have the normal duties,responsibilities and authority implied by such position, including, without limitation,the responsibilities associated with all aspects of the daily operations ofEmployer and the identification, negotiation, completion and integration of anyacquisitions made by the Company, Employer or their Subsidiaries, subject tothe power of the Board to expand or limit such duties, responsibilities andauthority and to override actions of the President and Chief Executive Officer.

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### (ii)           Executiveshall report to the Board, and Executive shall devote his reasonable effortsand his full business time and attention to the business and affairs of theCompany, Employer and their Subsidiaries; provided that in no eventshall Executive be restricted from serving on the boards of directors of othercompanies (other than any companies that are in any business that iscompetitive with any business of the Company or its Subsidiaries) or purelyphilanthropic organizations or participating in philanthropic activitiesassociated with such organizations, but, in each case, only to the extent thatsuch service or participation does not interfere with Executive’s employment orduties hereunder.

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## (b)   Salary, Bonus and Benefits.  During the Employment Period, Employer willpay Executive a base salary of $675,000 per annum (as adjusted, the “AnnualBase Salary”).  For the fiscal yearending June 30, 2008 and for each fiscal year thereafter, in each case,during the Employment Period, Executive shall be eligible for an Annual Bonus(an “Annual Bonus”) in an amount up to 100% of the Annual Base Salary(or such higher amount for any fiscal year as may be determined by theCompany’s compensation committee from time to time for such year) then ineffect based upon the achievement by the Company, Employer and theirSubsidiaries of financial and other objectives set by the Board.  An Annual Bonus, if any, will be paid toExecutive by Employer 120 days after the end of the fiscal year to which suchAnnual Bonus relates.

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## (c)   Separation.  The Employment Period will continue until (i) Executive’sresignation, Disability or death, or (ii) the Board decides to terminateExecutive’s employment with or without Cause. If Executive’s employment is terminated by Employer without Cause or byExecutive with Good Reason, then during the 18-month period commencing on thedate of termination subject to extension pursuant to the following sentence(the “Severance Period”), Employer shall pay to Executive an aggregateamount equal to 150% of his Annual Base Salary plus 75% of any Annual Bonuspaid in respect of the fiscal year preceding the date of termination, payablein equal installments on the Employer’s regular salary payment dates (the “WageSeverance”), and Executive shall continue to participate in employeebenefit programs for 

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## senior executive employees (other than bonus andincentive compensation plans) to the extent permitted under the terms of suchprograms and under applicable law (collectively, the “Severance Payments”).  In addition, Employer shall have the option,by delivering written notice to the Executive within 12 months after theSeparation to extend the Severance Period for an additional six month or12-month period during which time the Company shall continue to make SeverancePayments to Executive at the same annual rate (pro rated as applicable).  Notwithstanding the foregoing, (A) Executiveshall not be entitled to receive any payments pursuant to this Section 6(c) unlessExecutive has executed and delivered to Employer a general release in form andsubstance reasonably satisfactory to Employer and which shall in no eventcontain restrictions on Executive’s future employment broader than thosecontained in this Agreement and (B) Executive shall be entitled to receivesuch payments only so long as Executive has not breached the provisions of Sections7 or 8 hereof.

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# 7.     Confidential Information.

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## (a)   Obligation to Maintain Confidentiality.  Executive acknowledges that the information,observations and data (including trade secrets) of a confidential, proprietaryor secret nature obtained by him during the course of his performance underthis Agreement concerning the business or affairs of the Company, Employer andtheir respective Subsidiaries and Affiliates (“Confidential Information”)are the property of the Company, Employer or such Subsidiaries and Affiliates,including information concerning acquisition opportunities in or reasonablyrelated to the Company’s and Employer’s business or industry of which Executivebecomes aware during the Employment Period. Therefore, Executive agrees that hewill not disclose to any unauthorized Person or use for his own account anyConfidential Information without the Board’s written consent, unless and to theextent that the Confidential Information, (i) becomes generally known toand available for use by the public other than as a result of Executive’s actsor omissions to act, (ii) was known to Executive prior to Executive’semployment with Employer, the Company or any of their Subsidiaries andAffiliates, or (iii) is required to be disclosed pursuant to anyapplicable law or court order.  Executiveshall deliver to the Company at a Separation, or at any other time the Companymay request, all memoranda, notes, plans, records, reports, computer tapes,printouts and software and other documents and data (and copies thereof)relating to the Confidential Information, Work Product (as defined below) orthe business of the Company, Employer and their respective Subsidiaries andAffiliates (including, without limitation, all acquisition prospects, lists andcontact information) which he may then possess or have under his control.

##  

## (b)   Ownership of Property.  Executive acknowledges that all discoveries,concepts, ideas, inventions, innovations, improvements, developments, methods,processes, programs, designs, analyses, drawings, reports, patent applications,copyrightable work and mask work (whether or not including any confidentialinformation) and all registrations or applications related thereto, all otherproprietary information and all similar or related information (whether or notpatentable) that relate to the Company’s, Employer’s or any of their respectiveSubsidiaries’ or Affiliates’ actual or anticipated business, research anddevelopment, or existing or future products or services and that are conceived,developed, contributed to, made, or reduced to practice by Executive (eithersolely or jointly with others) while employed by the Company, Employer or anyof their respective Subsidiaries or Affiliates (including any of the foregoingthat constitutes any proprietary information or records) (“Work Product”)belong to the 

##  

## 11

## 

## Company, Employer or such Subsidiary or Affiliate andExecutive hereby assigns, and agrees to assign, all of the above Work Productto the Company, Employer or to such Subsidiary or Affiliate.  Any copyrightable work prepared in whole orin part by Executive in the course of his work for any of the foregoingentities shall be deemed a “work made for hire” under the copyright laws, andthe Company, Employer or such Subsidiary or Affiliate shall own all rightstherein.  To the extent that any suchcopyrightable work is not a “work made for hire,” Executive hereby assigns andagrees to assign to the Company, Employer or such Subsidiary or Affiliate allright, title, and interest, including without limitation, copyright in and tosuch copyrightable work.  Executive shallpromptly disclose such Work Product and copyrightable work to the Board andperform all actions reasonably requested by the Board (whether during or afterthe Employment Period) to establish and confirm the Company’s, Employer’s orsuch Subsidiary’s or Affiliate’s ownership (including, without limitation,assignments, consents, powers of attorney, and other instruments).  Executive understands, however, that there isno obligation being imposed on him to assign to the Company or any Subsidiaryor Affiliate, any invention falling within the definition of Work Product forwhich no equipment, supplies, facility, or trade secret information of theCompany or any of its Subsidiaries or Affiliates was used and that wasdeveloped entirely on his own time, unless: (i) such Work Product relates (A) to the Company’s, or itsSubsidiaries’ or Affiliates’ businesses or (B) to their actual ordemonstrably anticipated research or development, or (ii) the Work Product results from any workperformed by him for them under this Agreement. Executive has identified on the signature page to this Agreementall Work Product that is or was owned by him or was written, discovered, made,conceived or first reduced to practice by him alone or jointly with anotherperson prior to his employment under this Agreement.  If no such Work Product is listed, Executiverepresents to the Company that he does not now nor has he ever owned, nor hashe made, any such Work Product.

##  

## (c)   Third Party Information. Executiveunderstands that the Company, Employer and their respective Subsidiaries andAffiliates will receive from third parties confidential or proprietaryinformation (“Third Party Information”) subject to a duty on theCompany’s, Employer’s and their respective Subsidiaries and Affiliates’ part tomaintain the confidentiality of such information and to use it only for certainlimited purposes.  During the EmploymentPeriod and thereafter, and without in any way limiting the provisions of Section 7(a) above,Executive will hold Third Party Information in the strictest confidence andwill not disclose to anyone (other than personnel and consultants of theCompany, Employer or their respective Subsidiaries and Affiliates who need toknow such information in connection with their work for the Company, Employeror their respective Subsidiaries and Affiliates) or use, except in connectionwith his work for the Company, Employer or their respective Subsidiaries andAffiliates, Third Party Information unless expressly authorized by a member ofthe Board in writing.

##  

## (d)   Use of Information of Prior Employers.  During the Employment Period, Executive willnot improperly use or disclose any confidential information or trade secrets,if any, of any former employers or any other Person to whom Executive has anobligation of confidentiality, and will not bring onto the premises of theCompany, Employer or any of their respective Subsidiaries or Affiliates anyunpublished documents or any property belonging to any former employer or anyother Person to whom Executive has an obligation of confidentiality unlessconsented to in writing by the former employer or Person.  Executive will use in the performance of hisduties only information which is (i) generally known and used by personswith training and experience comparable to Executive’s and which is (x) commonknowledge in 

##  

## 12

## 

## the industry or (y) is otherwise legally in thepublic domain, (ii) is otherwise provided or developed by the Company,Employer or any of their respective Subsidiaries or Affiliates or (iii) inthe case of materials, property or information belonging to any former employeror other Person to whom Executive has an obligation of confidentiality,approved for such use in writing by such former employer or Person.

##  

# 8.     Restrictive Covenants.  Executive acknowledges that in the course ofhis employment with Employer he will become familiar with the Company’s,Employer’s and their respective Subsidiaries’ trade secrets and with otherconfidential information concerning the Company, Employer and such Subsidiariesand that his services will be of special, unique and extraordinary value to theCompany, Employer and such Subsidiaries. Therefore, Executive agrees that:

#  

## (a)   Nonsolicitation.  During the Employment Period and (x) duringthe Severance Period if the Employment Period is terminated by the Company orEmployer without Cause or by Executive with Good Reason, or (y) for aperiod of two years thereafter if the Employment Period is terminated byExecutive, the Company or Employer for any other reason, Executive shall notdirectly or indirectly through another entity (i) induce or attempt toinduce any employee of the Company, Employer or their respective Subsidiariesto leave the employ of the Company, Employer or such Subsidiary, or in any wayinterfere with the relationship between the Company, Employer and any of theirrespective Subsidiaries and any employee thereof (which restriction shall notpreclude placing advertisements in trade publications or similar generalsolicitations for employment, so long as such advertisements or solicitations donot target any employee of the Company, Employer or their respectiveSubsidiaries), (ii) hire any person who was an employee of the Company,Employer or any of their respective Subsidiaries within 180 days after suchperson ceased to be an employee of the Company, Employer or any of theirrespective Subsidiaries, (iii) induce or attempt to induce any customer,supplier, licensee or other business relation of the Company, Employer or anyof their respective Subsidiaries to cease doing business with the Company,Employer or such Subsidiary or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and theCompany, Employer and any Subsidiary, in each case, if any such inducement,attempted inducement or interference would involve, use or rely upon any of theCompany’s, Employer’s or any of their respective Subsidiaries’ trade secrets orother confidential information or (iv) directly or indirectly acquire orattempt to acquire an interest in any business relating to the business of theCompany, Employer or any of their respective Subsidiaries and with which theCompany, Employer and any of their respective Subsidiaries has engaged indiscussions regarding the acquisition of an interest in such business or hasrequested and received information relating to the acquisition of such businessby the Company, Employer or any of their respective Subsidiaries in the twoyear period immediately preceding a Separation.

##  

## (b)   Compliance with Prior Agreements.  During the Employment Period, Executiveagrees that he will comply with, and will take reasonable actions that arenecessary or desirable in order to comply with, his obligations under theMitchell Agreements.  Executive acknowledgesthat the Company and Employer and GTCR have instructed Executive to do thesame.

##  

##  

## 13

## 

## (c)   Enforcement.  If, at the time of enforcement of Section 7or this Section 8, a court holds that the restrictions statedherein are unreasonable under circumstances then existing, the parties heretoagree that the maximum duration, scope or geographical area reasonable undersuch circumstances shall be substituted for the stated period, scope or areaand that the court shall be allowed to revise the restrictions contained hereinto cover the maximum duration, scope and area permitted by law which shall inno circumstances be broader in duration, scope or area than those restrictionsprovided for herein.  Because Executive’sservices are unique and because Executive has access to confidentialinformation, the parties hereto agree that money damages would be an inadequateremedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,the Company, Employer, their respective Subsidiaries or their successors orassigns may, in addition to other rights and remedies existing in their favor,apply to any court of competent jurisdiction for specific performance and/orinjunctive or other relief in order to enforce, or prevent any violations of,the provisions hereof (without posting a bond or other security).

##  

## (d)   Additional Acknowledgments.  Executive acknowledges that the provisions ofthis Section 8 are in consideration of:  (i) employment with the Employer, (ii) theissuance of the Executive Securities by the Company and (iii) additionalgood and valuable consideration as set forth in this Agreement.  In addition, Executive agrees andacknowledges that the restrictions contained in Section 7 and this Section 8do not preclude Executive from earning a livelihood, nor do they unreasonablyimpose limitations on Executive’s ability to earn a living.  In addition, Executive acknowledges (i) thatthe business of the Company, Employer and their respective Subsidiaries will beconducted throughout the United States and other jurisdictions where theCompany, Employer or their respective Subsidiaries conduct business during theEmployment Period, (ii) notwithstanding the state of organization orprincipal office of the Company, Employer or any of their respectiveSubsidiaries, or any of their respective executives or employees (including theExecutive), it is expected that the Company and Employer will have businessactivities and have valuable business relationships within its industrythroughout the United States and other jurisdictions where the Company,Employer or their respective Subsidiaries conduct business during theEmployment Period, and (iii) as part of his responsibilities, Executivewill be traveling throughout the United States and other jurisdictions wherethe Company, Employer or their respective Subsidiaries conduct business duringthe Employment Period in furtherance of Employer’s business and itsrelationships.  Executive agrees andacknowledges that the potential harm to the Company and Employer of thenon-enforcement of Section 7 and this Section 8outweighs any potential harm to Executive of its enforcement by injunction orotherwise.  Executive acknowledges thathe has carefully read this Agreement and has given careful consideration to therestraints imposed upon Executive by this Agreement, and is in full accord asto their necessity for the reasonable and proper protection of confidential andproprietary information of the Company and Employer now existing or to bedeveloped in the future.  Executiveexpressly acknowledges and agrees that each and every restraint imposed by thisAgreement is reasonable with respect to subject matter, time period andgeographical area.

##  

## 14

## 

**GENERALPROVISIONS**

 

# 9.     Definitions.

#  

“Affiliate” means, (i) with respect to anyPerson, any Person that controls, is controlled by or is under common controlwith such Person or an Affiliate of such Person, and (ii) with respect toany Investor, any general or limited partner of such Investor, any employee orowner of any such partner, or any other Person controlling, controlled by orunder common control with such Investor; it being understood and agreed thatGTCR I and its Affiliates shall for all purposes hereunder shall be Affiliatesof GTCR II.

 

“Board” means the Company’s board of directors.

 

“Cause” means (i) the conviction or pleaof no contest for or indictment on a felony or a crime involving moralturpitude or the commission of any other act or omission involving dishonestyor fraud, which involves a material matter, with respect to the Company,Employer or any of their respective Subsidiaries or any of their customers orsuppliers, (ii) substantial and repeated failure to perform duties of theoffice held by Executive as reasonably directed by the Board, (iii) grossnegligence or willful misconduct with respect to the Company, Employer or anyof their respective Subsidiaries that is or could reasonably be expected to beharmful to the Company, Employer or any of their respective Subsidiaries in anymaterial respect, (iv) conduct tending to bring the Company, Employer orany of their respective Subsidiaries into substantial public disgrace ordisrepute, and (v) any breach by Executive of Sections 7 or 8of this Agreement.  In the case of atermination for Cause pursuant to clause (ii) above, Employer agrees thatExecutive shall have the opportunity to address the Board before suchtermination for Cause becomes effective.

 

“Class A Common Units” means the Class ACommon Units of Solera LLC having the rights and obligations set forth in theLLC Agreement.

 

“Class B Preferred Units” means the Class BPreferred Units of Solera LLC having the rights and obligations set forth inthe LLC Agreement.

 

“Cumulative Ratio”means, as of a given date, the quotient of (a) the aggregate number ofshares of Common Stock sold by the Investors in Public Sales between May 10,2007 and such date (including any Public Sales on such date), divided by (b) theInitial Investor Amount.

 

“Disability” means the disability of Executive causedby any physical or mental injury, illness or incapacity as a result of whichExecutive is or will be unable to effectively perform the essential functionsof Executive’s duties for a continuous period of more than 60 days or for 90days (whether or not continuous) within a 180-day period, as determined by theBoard in good faith.

 

“Executive Securities” will continue to beExecutive Securities in the hands of any holder other than Executive (exceptfor the Company and the Investors and except for transferees in a Public Sale),and except as otherwise provided herein, each such other holder of ExecutiveSecurities will succeed to all rights and obligations attributable to Executiveas a 

 

15

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holder of ExecutiveSecurities hereunder.  ExecutiveSecurities will also include equity of the Company issued with respect toExecutive Securities (i) by way of a stock split, stock dividend, conversion,or other recapitalization, or (ii) by way of reorganization orrecapitalization of the Company. Notwithstanding the foregoing, all Unvested Shares shall remain UnvestedShares after any Transfer thereof.

 

“Fair Market Value” of each share of ExecutiveSecurities means the average of the closing prices of the sales of suchExecutive Securities on all securities exchanges on which such ExecutiveSecurities may at the time be listed, or, if there have been no sales on anysuch exchange on any day, the average of the highest bid and lowest askedprices on all such exchanges at the end of such day, or, if on any day suchExecutive Securities are not so listed, the average of the representative bidand asked prices quoted in the NASDAQ System as of 4:00 P.M., New Yorktime, or, if on any day such Executive Securities are not quoted in the NASDAQSystem, the average of the highest bid and lowest asked prices on such day inthe domestic over-the-counter market as reported by the National QuotationBureau Incorporated, or any similar successor organization, in each such caseaveraged over a period of 21 days consisting of the day as of which the FairMarket Value is being determined and the 20 consecutive business days prior tosuch day.  If at any time such ExecutiveSecurities are not listed on any securities exchange or quoted in the NASDAQSystem or the over-the-counter market, the Fair Market Value will be the fairvalue of such Executive Securities as determined in good faith by the Board.  If Executive reasonably disagrees with suchdetermination, Executive shall deliver to the Board a written notice ofobjection within ten days after delivery of the Repurchase Notice (or if noRepurchase Notice is delivered, then within ten days after delivery of the SupplementalRepurchase Notice).  Upon receipt ofExecutive’s written notice of objection, the Board and Executive will negotiatein good faith to agree on such Fair Market Value.  If such agreement is not reached within 30days after the delivery of the Repurchase Notice (or if no Repurchase Notice isdelivered, then within 30 days after the delivery of the SupplementalRepurchase Notice), Fair Market Value shall be determined by an appraiserjointly selected by the Board and Executive, which appraiser shall submit tothe Board and Executive a report within 30 days of its engagement setting forthsuch determination.  If the parties areunable to agree on an appraiser within 45 days after delivery of the RepurchaseNotice or the Supplemental Repurchase Notice, within seven days, each partyshall submit the names of four nationally recognized firms that are engaged inthe business of valuing non-public securities, and each party shall be entitledto strike two names from the other party’s list of firms, and the appraisershall be selected by lot from the remaining four appraisal firms.  The expenses of such appraiser shall be borneby Executive unless the appraiser’s valuation is more than 10% greater than theamount determined by the Board, in which case the expenses of the appraisershall be borne by the Company.  In makingsuch appraisal, the appraiser shall determine the fair value of the Company asa whole without discount for either lack of control or contractual restrictionson transfer applicable to the Executive Securities.  The determination of such appraiser as toFair Market Value shall be final and binding upon all parties.

 

“Family Group” means a Person’s spouse,brothers or sisters, antecedents, descendants (whether natural or adopted) andthe brothers or sisters, antecedents and descendants (whether natural oradopted) of such Person’s spouse, and any trust, family limited partnership,limited liability company or other entity wholly owned, directly or indirectly,by such Person or such Person’s spouse, brothers or sisters, antecedents and/ordescendants or the brothers or 

 

16

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sisters, antecedentsand/or descendants of such Person’s spouse, that is and remains solely for thebenefit of such Person and/or such Person’s spouse, brothers or sisters,antecedents and/or descendants or the brothers or sisters, antecedents and/ordescendants or such Person’s spouse, and any retirement plan for such Person.

 

“Good Reason” means (i) a reduction inExecutive’s Annual Base Salary, (ii) a material diminution in Executive’stitles or duties inconsistent with his position, or (iii) a change inExecutive’s principal office to a location more than 25 miles from 15030 Avenueof Science, Suite 200, San Diego, California  92128, in each case without the prior writtenconsent of Executive; provided that written notice of Executive’sresignation must be delivered to the Company within 30 days after his actualknowledge of any such event in order for such resignation to be with GoodReason for any purpose hereunder.

 

“GTCR I” means GTCR Golder Rauner, L.L.C., aDelaware limited liability company.

 

“GTCR II” means GTCR Golder Rauner II, L.L.C.,a Delaware limited liability company.

 

“Investor” means any investment fund managed byGTCR I or GTCR II that at any time executes a counterpart to the PurchaseAgreement or otherwise agrees to be bound thereby.

 

“LLC Agreement” means the Limited LiabilityCompany Agreement of Solera LLC, dated as of April 1, 2005, as amendedfrom time to time pursuant to its terms.

 

“Original Cost” means $0.30 per share (asproportionately adjusted for all stock splits, stock dividends and otherrecapitalizations subsequent to the date hereof).

 

“Person” means an individual, a partnership, alimited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization, investmentfund, any other business entity and a governmental entity or any department,agency or political subdivision thereof.

 

“Public Offering” means the sale in anunderwritten public offering registered under the Securities Act of equitysecurities of the Company.

 

“Public Sale” means (i) any sale pursuantto a registered public offering under the Securities Act or (ii) any saleto the public pursuant to Rule 144 promulgated under the Securities Acteffected through a broker, dealer or market maker (other than pursuant to Rule 144(k) priorto a Public Offering).

 

“Purchase Agreement” means the Second Amendedand Restated Securities Purchase Agreement, dated as of May 10, 2007, byand among the Company and GTCR Fund VIII, L.P., a Delaware limited partnership,GTCR Fund VIII/B, L.P., a Delaware limited partnership, and GTCR Co-Invest II,L.P., a Delaware limited partnership.

 

 

17

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“Registration Agreement” means the RegistrationRights Agreement, dated as of April 1, 2005, among Solera LLC and certainof its securityholders, as amended from time to time pursuant to its terms.

 

“RSU Vested Ratio” means, as of a given date,the quotient of (a) the number of RSUs that have vested (pursuant to theRSU Agreement or hereunder) as of such date, divided by (b) the totalnumber of RSUs granted under the RSU Agreement.

 

“Sale of the Company” means any transaction orseries of related transactions pursuant to which any Person or group of relatedPersons other than, except for purposes of Section 2(c), theInvestors or their Affiliates in the aggregate acquire(s) (i) equitysecurities of the Company possessing the voting power (other than voting rightsaccruing only in the event of a default, breach or event of noncompliance) toelect a majority of the Board (whether by merger, consolidation,reorganization, combination, sale or transfer of the Company’s equity,securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) allor substantially all of the Company’s assets determined on a consolidatedbasis; provided that a Public Offering shall not constitute a Sale ofthe Company.

 

“Securities Act” means the Securities Act of1933, as amended from time to time.

 

“Separation” means Executive ceasing to beemployed by the Company, Employer or any of their respective Subsidiaries forany reason.

 

“Subsidiary” means, with respect to any Person,any corporation, limited liability company, partnership, association, orbusiness entity of which (i) if a corporation, a majority of the totalvoting power of shares of stock entitled (without regard to the occurrence ofany contingency) to vote in the election of directors, managers, or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, partnership, association,or other business entity (other than a corporation), a majority of  partnership or other similar ownershipinterest thereof is at the time owned or controlled, directly or indirectly, bythat Person or one or more Subsidiaries of that Person or a combinationthereof.  For purposes hereof, a Personor Persons shall be deemed to have a majority ownership interest in a limitedliability company, partnership, association, or other business entity (otherthan a corporation) if such Person or Persons shall be allocated a majority oflimited liability company, partnership, association, or other business entitygains or losses or shall be or control any managing director or general partnerof such limited liability company, partnership, association, or other businessentity.  For purposes hereof, referencesto a “Subsidiary” of any Person shall be given effect only at such timesthat such Person has one or more Subsidiaries, and, unless otherwise indicated,the term “Subsidiary” refers to a Subsidiary of the Company.

 

“Total Share Number” means, as of a given date,1,628,622 plus the aggregate number of shares of Common Stock issued as of suchdate with respect to RSUs that have vested.

 

“Transfer” means to sell, transfer, assign,pledge or otherwise dispose of (whether with or without consideration andwhether voluntarily or involuntarily or by operation of law).

 

18

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“Vested Ratio” means, as of a given date, thequotient of (a) the number of Vested Carried Shares as of such date,divided by (b) 1,309,226.  For thepurposes of determining the Vested Ratio, the number of Vested Carried Sharesshall include all such shares, without duplication, (x) held on such dateby Executive, Executive Trust, Aquila, Aquila Trust or any Permitted Transfereeor (y) transferred on or prior to such date by Executive or a PermittedTransferee in a Public Sale or otherwise.

 

# 10.   Notices.  All notices, demands or other communicationsto be given or delivered under or by reason of the provisions of this Agreementshall be in writing and shall be deemed to have been given when (i) deliveredpersonally to the recipient, (ii) sent to the recipient by reputableexpress courier service (charges prepaid), (iii) mailed to the recipientby certified or registered mail, return receipt requested and postage prepaid,or (iv) telecopied to the recipient (with hard copy sent to the recipientby reputable overnight courier service (charges prepaid) that same day) iftelecopied before 5:00 p.m. Chicago, Illinois time on a business day, andotherwise on the next business day.  Suchnotices, demands and other communications shall be sent to the parties at theaddresses indicated below:

#  

|   | If to Employer:     |                                               |
|--------|---------------------|----------------------------------------------------|
|   |                |                                               |
|   |                | Solera, Inc.                                  |
|   |                | 15030 Avenue of  Science, Suite 200           |
|   |                | San  Diego, CA 92128                               |
|   |                | Attention:                                         | Chief Executive Officer |
|   |                | Facsimile:                                         | (858) 812-3011 |
|   |                |                                               |
|   |                | with copies to:                                    |
|   |                |                                               |
|   |                | GTCR Fund VIII,  L.P., GTCR Fund VIII/B, L.P., and |
|   |                | GTCR Co-Invest  II, L.P.                           |
|   |                | c/o GTCR Golder  Rauner II, L.L.C.                 |
|   |                | 6100 Sears Tower                                   |
|   |                | Chicago,  Illinois 60606-6402                      |
|   |                | Attention:                                         | Philip A.  Canfield |
|   |                |                                               | Craig A. Bondy |
|   |                | Facsimile:                                         | (312) 382-2201 |
|   |                |                                               |
|   |                | Kirkland &  Ellis LLP                     |
|   |                | 200 East Randolph  Drive                           |
|   |                | Chicago,  Illinois 60601                           |
|   |                | Attention:                                         | Mark A. Fennell |
|   |                | Facsimile:                                         | (312) 861-2200 |
|   |                |                                               |
|   | If to the  Company: |
|   |                |                                               |
|   |                | Solera  Holdings, Inc.                        |
|   |                | 15030 Avenue of  Science, Suite 200           |
|        |                     |                                                    |  |  |  |

 

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|   |                                                       |                                |
|--------|------------------------------------------------------------|-------------------------------------|
|   |                                                       | San Diego, CA  92128           |
|   |                                                       | Attention:                          | Chief Executive  Officer |
|   |                                                       | Facsimile:                          | (858) 812-3011 |
|   |                                                       |                                |   |
|   |                                                       | with copies to:                     |
|   |                                                       |                                |
|   |                                                       | GTCR Golder  Rauner II, L.L.C.      |
|   |                                                       | 6100 Sears Tower                    |
|   |                                                       | Chicago,  Illinois 60606-6402       |
|   |                                                       | Attention:                          | Philip A.  Canfield |
|   |                                                       |                                | Craig A. Bondy |
|   |                                                       | Facsimile:                          | (312) 382-2201 |
|   |                                                       |                                |
|   |                                                       | and                                 |
|   |                                                       |                                |
|   |                                                       | Kirkland &  Ellis LLP      |
|   |                                                       | 200 East  Randolph Drive            |
|   |                                                       | Chicago,  Illinois  60601      |
|   |                                                       | Attention:                          | Stephen L.  Ritchie, P.C. |
|   |                                                       |                                | Mark A. Fennell |
|   |                                                       | Facsimile:                          | (312) 861-2200 |
|   |                                                       |                                |   |
|   | If to Executive,  Executive Trust, Aquila or Aquila Trust: |
|   |                                                       |                                |
|   |                                                       | Tony Aquila                         |
|   |                                                       | 7757 Doug Hill  Court               |
|   |                                                       | San Diego,  CA  92127          |
|   |                                                       | Facsimile:                          | (858) 812-3011 |
|   |                                                       |                                |   |
|   |                                                       | with a copy to:                     |
|   |                                                       |                                |
|   |                                                       | Fenwick &  West LLP        |
|   |                                                       | 801 California  St.                 |
|   |                                                       | Mountain View,  CA 94041            |
|   |                                                       | Attention:                          | Mark A. Leahy |
|   |                                                       | Facsimile:                          | (650) 938-5200 |
|   |                                                       |                                |   |
|   | If to the  Investors:                                      |
|   |                                                       |                                |
|   |                                                       | GTCR Golder  Rauner II, L.L.C.      |
|   |                                                       | 6100 Sears Tower                    |
|   |                                                       | Chicago,  Illinois  60606-6402 |
|   |                                                       | Attention:                          | Philip A.  Canfield |
|   |                                                       |                                | Craig A. Bondy |
|   |                                                       | Facsimile:                          | (312) 382-2201 |

 

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|   |   | with a copy to:                |
|--------|--------|--------------------------------|
|   |   |                           |
|   |   | Kirkland &  Ellis LLP |
|   |   | 200 East  Randolph Drive       |
|   |   | Chicago,  Illinois  60601 |
|   |   | Attention:                     | Stephen L.  Ritchie, P.C. |
|   |   |                           | Mark A. Fennell |
|   |   | Facsimile:                     | (312) 861-2200 |

 

or such other address orto the attention of such other Person as the recipient party shall havespecified by prior written notice to the sending party.

 

# 11.   General Provisions.

#  

## (a)   Transfers in Violation of Agreement.  Any Transfer or attempted Transfer of anyExecutive Securities in violation of any provision of this Agreement shall bevoid, and the Company shall not record such Transfer on its books or treat anypurported transferee of such Executive Securities as the owner of such equityfor any purpose.

##  

## (b)   Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will notaffect any other provision or any other jurisdiction, but this Agreement willbe reformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

##  

## (c)   Complete Agreement.  The Restated Senior Management Agreement isamended, restated and superseded by this Agreement in its entirety; providedthat, notwithstanding the foregoing or anything else to the contrary in thisAgreement, nothing herein shall relieve any party from any liability for anybreach prior to the date hereof of the Restated Senior Management Agreement orany breach prior to April 13, 2006 of the Original Senior ManagementAgreement and any provision so breached shall not be superseded by thisAgreement for purposes of actions taken in connection with such breach andliabilities related thereto and the rights of the parties hereto under Section 1(e) ofeach of the Restated Senior Management Agreement and the Original SeniorManagement Agreement shall survive this amendment and restatement.  This Agreement, the RSU Grant Agreement andthose documents expressly referred to herein embody the complete agreement andunderstanding among the parties and supersede and preempt any priorunderstandings, agreements or representations by or among the parties, writtenor oral, which may have related to the subject matter hereof in any way.

##  

## (d)   No Strict Construction.  The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express their mutualintent, and no rule of strict construction shall be applied against anyparty.

##  

##  

## 21

## 

## (e)   Counterparts.  This Agreement may be executed in separatecounterparts (including by means of facsimile), each of which is deemed to bean original and all of which taken together constitute one and the sameagreement.

##  

## (f)    Successors and Assigns.  Except as otherwise provided herein, thisAgreement shall bind and inure to the benefit of and be enforceable byExecutive, Executive Trust, Aquila, Aquila Trust, the Company, Employer, theInvestors and their respective successors and assigns (including subsequentholders of Executive Securities); provided that the rights andobligations of Executive under this Agreement shall not be assignable except inconnection with a permitted transfer of Executive Securities hereunder.

##  

## (g)   Choice of Law.  The law of the State of Delaware will governall questions concerning the relative rights of the Company, Employer and itssecurityholders.  All other questionsconcerning the construction, validity and interpretation of this Agreement andthe exhibits hereto will be governed by and construed in accordance with theinternal laws of the State of Delaware, without giving effect to any choice oflaw or conflict of law provision or rule (whether of the State of Delawareor any other jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware.

##  

## (h)   MUTUAL WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION WITHCOMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY ANEXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERALLAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIRDISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OFTHE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THISAGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, ORPROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIESHERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIESHEREUNDER.

##  

## (i)    Executive’s Cooperation.  During the Employment Period and thereafter,Executive shall cooperate with the Company, Employer and their respectiveSubsidiaries and Affiliates in any disputes****withthird parties, internal investigation or administrative, regulatory or judicialproceeding as reasonably requested by the Company (including, withoutlimitation, Executive being available to the Company upon reasonable notice forinterviews and factual investigations, appearing at the Company’s request togive testimony without requiring service of a subpoena or other legal process,volunteering to the Company all pertinent information and turning over to theCompany all relevant documents which are or may come into Executive’spossession, all at times and on schedules that are reasonably consistent withExecutive’s other permitted activities and commitments). In the event theCompany requires Executive’s cooperation in accordance with this paragraphduring the Employment Period or the Severance Period, the Company shallreimburse Executive solely for reasonable travel expenses (including lodgingand meals, upon submission of receipts). In the event the Company requires Executive’s 

##  

## 22

## 

## cooperation in accordance with this paragraph afterthe Severance Period, the Company shall reimburse Executive for reasonabletravel expenses (including lodging and meals, upon submission of receipts) andcompensate Executive at a reasonable rate for such cooperation, as determinedby mutual agreement of the Company and Executive.

##  

## (j)    Remedies.  Each of the parties to this Agreement (andthe Investors as third-party beneficiaries) will be entitled to enforce itsrights under this Agreement specifically, to recover damages and costs(including attorney’s fees) caused by any breach of any provision of thisAgreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge thatmoney damages may not be an adequate remedy for any breach of the provisions ofthis Agreement and that any party may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond ordeposit) for specific performance and/or other injunctive relief in order toenforce or prevent any violations of the provisions of this Agreement.

##  

## (k)   Amendment and Waiver.  The provisions of this Agreement may beamended and waived only with the prior written consent of the Company,Employer, Executive and the Majority Holders (as defined in the PurchaseAgreement).

##  

## (l)    Insurance.  The Company, at its discretion, may apply forand procure in its own name and for its own benefit life and/or disabilityinsurance on Executive in any amount or amounts considered available.  Executive agrees to cooperate in anyreasonable medical or other examination, supply any information, and to executeand deliver any applications or other instruments in writing as may bereasonably necessary to obtain and constitute such insurance.  Executive hereby represents that he has noreason to believe that his life is not insurable at rates now prevailing for healthymen of his age.

##  

## (m)  Business Days.  If any time period for giving notice ortaking action hereunder expires on a day which is a Saturday, Sunday or holidayin the state in which the Company’s chief executive office is located, the timeperiod shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

##  

## (n)   Indemnification and Reimbursement ofPayments on Behalf of Executive.  TheCompany and its Subsidiaries shall be entitled to deduct or withhold from anyamounts owing from the Company or any of its Subsidiaries to Executive anyfederal, state, local or foreign withholding taxes, excise taxes, or employmenttaxes (“Taxes”) imposed with respect to Executive’s compensation orother payments from the Company or its Subsidiaries or Executive’s ownershipinterest in the Company, including, without limitation, wages, bonuses,dividends, the receipt or exercise of equity options and/or the receipt orvesting of restricted equity.  In theevent the Company or its Subsidiaries do not make such deductions orwithholdings, Executive shall indemnify the Company and its Subsidiaries forany amounts paid with respect to any such Taxes, together with any interest,penalties and related expenses thereto.

##  

## (o)   Reasonable Expenses.  Employer agrees to pay the reasonable feesand expenses of Executive’s counsel arising in connection with the negotiationand execution of this Agreement and the consummation of the transactionscontemplated by this Agreement.

##  

##  

## 23

## 

## (p)   Termination.  This Agreement (except for the provisions of Sections6(a) and (b)) shall survive a Separation and shall remain in fullforce and effect after such Separation.

##  

## (q)   Adjustments of Numbers.  All numbers set forth herein that refer toprices or amounts will be appropriately adjusted to reflect stock splits, stockdividends, combinations of shares and other recapitalizations affecting thesubject class of equity that occur after the date hereof.

##  

## (r)    Deemed Transfer of Executive Securities.  If the Company (and/or the Investors and/orany other Person acquiring securities) shall make available, at the time andplace and in the amount and form provided in this Agreement, the considerationfor the Executive Securities to be repurchased in accordance with theprovisions of this Agreement, then from and after such time, the Person fromwhom such shares are to be repurchased shall no longer have any rights as aholder of such shares (other than the right to receive payment of suchconsideration in accordance with this Agreement), and such shares shall bedeemed purchased in accordance with the applicable provisions hereof and theCompany (and/or the Investors and/or any other Person acquiring securities)shall be deemed the owner and holder of such shares , whether or not thecertificates therefor have been delivered as required by this Agreement.

##  

## (s)   No Pledge or Security Interest.  The purpose of the Company’s retention ofExecutive’s certificates and executed security powers is solely to facilitatethe provisions set forth in Section 3 herein and does not by itselfconstitute a pledge by Executive of, or the granting of a security interest in,the underlying equity.

##  

## (t)    Rights Granted to GTCR and its Affiliates.  Any rights granted to GTCR I, GTCR II ortheir Affiliates hereunder may also be exercised (in whole or in part) by theirdesignees.

##  

## (u)   Delivery by Facsimile.  This Agreement, the agreements referred toherein, and each other agreement or instrument entered into in connectionherewith or therewith or contemplated hereby or thereby, and any amendmentshereto or thereto, to the extent signed and delivered by means of a facsimilemachine, shall be treated in all manner and respects as an original agreementor instrument and shall be considered to have the same binding legal effect asif it were the original signed version thereof delivered in person.  At the request of any party hereto or to anysuch agreement or instrument, each other party hereto or thereto shallreexecute original forms thereof and deliver them to all other parties.  No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine to deliver a signature orthe fact that any signature or agreement or instrument was transmitted orcommunicated through the use of a facsimile machine as a defense to theformation or enforceability of a contract and each such party forever waivesany such defense.

##  

*     *    *     *     *

 

24

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IN WITNESS WHEREOF, the parties hereto have executedthis Second Amended and Restated Senior Management Agreement on the date firstabove written.

 
|   | **SOLERA  HOLDINGS, INC.**                                          |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   | By:                                                                 | /s/ Jack  Pearlstein |   |
|   | Name:                                                               |   |
|   | Its:                                                                |
|   |                                                                |
|   | **SOLERA,  INC.**                                                   |
|   | ** **                                                          |
|   | By:                                                                 | /s/ Jack  Pearlstein |   |
|   | Name:                                                               |   |
|   | Its:                                                                |
|   |                                                                |
|   |                                                                |
|   |                                                                |
|   |  /s/ Tony Aquila                                               |   |
|   | **TONY  AQUILA**                                                    |
|   |                                                                |
|   |                                                                |
|   |                                                                |
|   | **ANTHONY  AQUILA 2007 ANNUITY TRUST  DATED MAY 10, 2007**     |
|   | ** **                                                          |
|   | By:                                                                 | /s/ Tony Aquila |   |
|   | Name:                                                               | Tony Aquila |   |
|   | Its:                                                                | Trustee |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   |  /s/ Shelly Renee Aquila                                       |   |
|   | **SHELLY  RENEE AQUILA**                                            |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   |                                                                |
|   | **SHELLY  RENEE AQUILA 2007 ANNUITY TRUST DATED MAY 10, 2007** |
|   |                                                                |
|   |                                                                |
|   |                                                                |
|   | By:                                                                 |  /s/ Shelly Renee Aquila |   |
|   | Name:                                                               | Shelly Renee  Aquila |   |
|   | Its:                                                                | Trustee |   |
|        |                                                                     |  |  |  |  |  |  |

 

Signature Page to SecondAmended and Restated Senior Management Agreement of Tony Aquila

 

25

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| Agreed and Accepted:    |                           |   |
|-------------------------|--------------------------------|--------|
| THE INVESTORS:          |                           |   |
|                    |                           |   |
| GTCR FUND VIII, L.P.    |                           |
|                    |                           |   |
| By:                     | GTCR Partners VIII,  L.P.      |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | GTCR Golder Rauner II,  L.L.C. |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | /s/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| Its:                    | Principal                      |   |
|                    |                           |   |
|                    |                           |   |
| GTCR FUND VIII/B, L.P.  |                           |
|                    |                           |   |
| By:                     | GTCR Partners VIII,  L.P.      |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | GTCR Golder Rauner II,  L.L.C. |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | /s/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| Its:                    | Principal                      |   |
|                    |                           |   |
|                    |                           |   |
| GTCR CO-INVEST II, L.P. |                           |
|                    |                           |   |
| By:                     | GTCR Golder Rauner II,  L.L.C. |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | /s/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| Its:                    | Principal                      |   |
|                         |                                |        |  |  |  |  |  |  |

 

Signature Page to SecondAmended and Restated Senior Management Agreement of Tony Aquila

 

26

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**EXHIBIT A**

 

**ASSIGNMENT SEPARATE FROMCERTIFICATE**

 

FOR VALUE RECEIVED, Tony Aquiladoes hereby sell, assign and transfer unto                              ,a                                   ,                shares of the common stock, par value $0.01 per share, of Solera Holdings, Inc.,a Delaware corporation (the “Company”), standing in the undersigned’sname on the books of the Company represented by Certificate Nos.                                  herewith and does hereby irrevocably constitute and appoint each officer of theCompany (acting alone or with one or more other such officers) as attorney totransfer said securities on the books of the Company with full power ofsubstitution in the premises.  THISASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THAT CERTAIN SECOND AMENDEDAND RESTATED SENIOR MANAGEMENT AGREEMENT BY AND AMONG THE COMPANY, SOLERA, INC.AND THE UNDERSIGNED AND THE OTHER PARTIES THERETO DATED AS OF JANUARY 28, 2008,AS AMENDED.

 
|   |   |   |   |        |
|--------|--------|--------|--------|-------------|
| Dated: |   |   |   |        |
|   |   |   |   | Tony Aquila |

 

----

**EXHIBIT B**

 

**SPOUSALCONSENT**

 

The undersigned spouse of Executive herebyacknowledges that I have read the foregoing Second Amended and Restated SeniorManagement Agreement, dated as of January 28, 2008, and the RegistrationAgreement referred to therein, and that I understand their contents.  I am aware that the foregoing Second Amendedand Restated Senior Management Agreement provides for the sale or repurchase ofmy spouse’s Executive Securities under certain circumstances and/or imposesother restrictions on such securities (including, without limitation,restrictions on transfer).  I agree thatmy spouse’s interest in these securities is subject to these restrictions andany interest that I may have in such securities shall be irrevocably bound by theseagreements and further, that my community property interest, if any, shall besimilarly bound by these agreements.

 
|   |                | Date: January 28,  2008 |   |
|--------|---------------------|------------------------------|--------|
|   |                |                         |
|   | Spouse’s Name: |                         |   |
|   |                |                         |   |
|   |                |                         |   |
|   |                | Date: January 28,  2008 |   |
|   |                |                         |   |
|   | Witness’ Name: |                         |   |
|        |                     |                              |        |  |  |

----