Exhibit 10.23









EXHIBIT 10.23


CCC
INFORMATION SERVICES GROUP INC.

SUMMARY
OF CERTAIN COMPENSATION ARRANGEMENTS 

FOR
NAMED EXECUTIVE OFFICERS










Salary
and Other Cash Compensation

 

Salary
and other cash compensation payable to the “named executive officers” (as
identified in the Company’s proxy statement) of CCC Information Services Group
Inc. (the “Company”) are determined on an annual basis by the Compensation and
Nominating Committee of the Company’s Board of Directors (the “Committee”). For
2005, cash compensation payable to named executive officers consists of salary
and eligibility to receive a bonus under the Company’s Management Incentive Plan
(“MIP”), a cash incentive plan administered by the Committee. In addition to
cash compensation, named executive officers may also be eligible to receive
equity incentives, such as grants of options or restricted stock, under the
Company’s 2000 Stock Incentive Plan (2004 Restatement), as the Committee may
determine. 

 

Salary
and target bonus for 2005 are set forth below for each executive officer
currently employed by the Company who is expected to be a “named executive
officer” for 2005, based upon information currently available to the Company:


 


	 

      Name
      and Title
	 

      2005
      Salary
	 

      2005
      Target MIP Bonus

	
       

      Githesh
      Ramamurthy, Chairman, President and Chief Executive
Officer
	
       

      $496,800
	
       

      75%
      of salary

	
       

      J.
      Laurence Costin, Jr., Vice Chairman
	
       

      $373,620
	
       

      $70,000

	
       

      Andrew
      G. Balbirer, Executive Vice President and Chief Financial
      Officer
	
       

      $350,000
	
       

      50%
      of salary

	
       

      Mary
      Jo Prigge, President, Service Operations
	
       

      $347,750
	
       

      50%
      of salary

	
       

      James
      T. Beattie, Executive Vice President and Chief Technology
      Officer
	
       

      $270,150
	
       

      50%
      of salary




 

Executive
Severance Policy

 

In
February 2004, the Compensation and Nominating Committee approved a severance
policy for the “named executive officers” and the Company’s other executive
officers, excluding any executive who is a party to an employment agreement with
the Company. Under this policy, if an executive officer is terminated without
cause or resigns for good reason (as defined in the policy), the executive will
be entitled to the severance benefits specified in the policy. 

 







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Under the
severance policy, a terminated executive shall be entitled to receive an amount
of up to one year’s salary and annual bonus, payable at the same time and in the
same manner as the Company pays salary and bonuses to active employees for such
year. Under the policy, terminated executives are entitled to receive twelve
months of executive outplacement services from a provider selected or approved
by the Company, and the Company will subsidize the executive’s COBRA premiums
for health insurance during the severance period. If the termination occurs
following a change of control of the Company and the Company’s bonus plan is not
continued after the change of control, the executive shall be entitled to a lump
sum payment of a prorated bonus amount calculated in accordance with a formula
set forth in the severance policy. If the termination is without cause or for
good reason within the 24-month period following a change of control, the
executive’s unvested stock options or other stock incentives will vest
immediately. 

 

If the
severance benefits provided under the policy, together with any other payments
or benefits received by the terminated executive would (i) constitute “parachute
payments” within the meaning of Section 280G of the Code and (ii) be subject to
the excise tax imposed by Section 4999 of the Code, then the amount of severance
benefits may, at the election of the executive made prior to termination of
employment, be reduced to the extent necessary so that the excise tax would not
apply to the executive. If the executive elects not to reduce his benefits and
is subject to the excise tax, then the executive would be responsible for the
payment of the excise tax and any interest, penalties or fines assessed in
connection with such excise tax. In any event, the executive shall be
responsible for all income taxes and applicable employment taxes, other than the
portion of employment taxes for which the Company is responsible by law, on any
benefits or payments under the severance policy.

 

Employment
Agreements

 

Githesh
Ramamurthy, the Company’s Chairman, President and Chief Executive Officer,
serves as Chairman and Chief Executive Officer pursuant to an employment
agreement, entered into in July 2001, which runs for an initial term expiring on
December 31, 2004 and successive two-year terms thereafter unless terminated by
either party. The agreement provides for an annual base salary, subject to
annual merit increases from time to time. Mr. Ramamurthy is also eligible to
receive a performance bonus targeted at 75% of his base salary, as determined by
the Compensation and Nominating Committee of the Board, and he is eligible to
participate in all other benefit plans maintained by the Company for its
salaried employees. Mr. Ramamurthy’s employment agreement contains a non-compete
provision, a change of control provision which extends Mr. Ramamurthy’s right to
exercise vested and unvested options for up to eighteen (18) months following
the change of control, and a provision which extends Mr. Ramamurthy’s right to
exercise vested options under certain circumstances for up to eighteen (18)
months following the termination of his employment. In addition, the agreement
contains a provision that gives Mr. Ramamurthy the right to sell back to us the
192,000 shares of treasury stock he purchased from us at any time within two (2)
years following the date of a termination without cause at the market price on
the date of such transaction. 

 

J.
Laurence Costin, Jr. serves as Vice Chairman pursuant to an employment agreement
entered into in July 1994, which runs for successive one-year terms unless
terminated by either party. The agreement provides for an annual base salary,
subject to annual merit increases from time to time. Mr. Costin is also eligible
to receive a performance bonus of at least $70,000 per year, as determined by
the Compensation and Nominating Committee of the Board. He is also eligible to
participate in all other benefit plans maintained by the Company for its
salaried employees. Mr. Costin’s employment agreement contains a non-compete
provision. 

 







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Other
Compensation Arrangements

 

Andrew G.
Balbirer joined the Company in January 2005 as Executive Vice President and
Chief Financial Officer. Mr. Balbirer does not serve pursuant to an employment
agreement, however, the following arrangements apply to Mr. Balbirer’s
employment with the Company. For fiscal year 2005, Mr. Balbirer’s bonus payment
under the MIP will be the greater of $105,000 or the amount that would be
paid based on company performance and the achievement of his individual
performance objectives. This minimum payment applies to fiscal year 2005 only,
provided that Mr. Balbirer remains employed in good standing through December
31, 2005. The Company has offered to grant to Mr. Balbirer 20,000 shares of
restricted stock, which will vest on December 31, 2006 subject to CCC’s
achievement of certain earnings per share goals with a minimum vesting floor of
fifty (50%) or 10,000 shares. Prior to December 31,2006, the grant will vest
fully in the event of a change in control of the Company. This grant requires
final approval by Board of Directors and will be subject to the terms and
conditions of the Company’s 2000 Stock Incentive Plan (2004 Restatement) and a
restricted stock agreement. Mr. Balbirer is covered by the Company’s executive
severance policy, which is described in the Company’s proxy statement and a copy
of which was filed as an Exhibit to the Company’s Annual Report on Form 10-K. In
addition to the benefits provided in the severance policy, the Company has
agreed that if his employment is terminated “without cause” or for “good reason”
within six months following a change in control, Mr. Balbirer will receive the
equivalent value of 10,000 shares of CCC stock as of the last closing price
prior to the change in control. 

 









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