EXHIBIT
10.7

     

    AMENDMENT NO. 1
TO

    AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     

    THIS
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is
made this 31st day of December, 2008 between DealerTrack Holdings, Inc. a
Delaware corporation (the “Company”), and
Richard McLeer, (“Executive”).

     

    WHEREAS,
the Company and Executive entered into the Amended and Restated Senior Executive
Employment Agreement, dated as of August 8, 2007 (the “Employment
Agreement”); and

     

    WHEREAS,
the parties now desire to amend the Employment Agreement by modifying the terms
thereof as required by Section 409A of the Internal Revenue Code of 1986, as
amended.

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     

    1.           Amendments.

     

    (a)           Effective
immediately, each of the instances of the following language in Section 5(c)(1)
is deleted:

     

    “and
payable within thirty (30) days of the Severance Commencement Date”

     

     and
shall be replaced with:

     

    “and
payable on the sixtieth (60th) day
following the Severance Commencement Date”

     

    (b)           Effective
immediately, Section 5(d) of the Employment Agreement is deleted in its entirety
and shall have no further force or effect (herein referred to as the “Original Release
Provision”):

     

    “Notwithstanding
anything to the contrary contained herein, no severance payments required
hereunder shall be made by Employer until such time as Executive shall execute a
general release for the benefit of Employer and its affiliates in a form
satisfactory to Employer.  Such general release shall not apply to (i)
Executive’s rights under any Stock Incentive Plan award agreements or (ii)
Executive’s rights, as applicable, to indemnification under Employer’s charter
or bylaws, any indemnification agreement or applicable law.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (c)           Effective
immediately, the following paragraph is inserted in place of and replaces the
Original Release Provision in its entirety:

     

    “Notwithstanding
anything to the contrary contained herein, no severance payments required
hereunder shall be made by Employer unless Executive executes and delivers a
general release for the benefit of Employer and its affiliates in a form
satisfactory to Employer, which release shall be executed and delivered (and not
revoked) promptly (and in no event more than 50 days following the Executive’s
termination).  Such general release shall not apply to (i) Executive’s
rights under any Stock Incentive Plan award agreements or (ii) Executive’s
rights, as applicable, to indemnification under Employer’s charter or bylaws,
any indemnification agreement or applicable law.”

     

    (d)           Effective
immediately, the Employment Agreement is hereby amended to add the following
Section 24:

     

    “Section
24.         Section
409A

     

    (a)           For
For purposes of Section 5(c)(1) of this Agreement, a “termination of employment”
shall only occur if there has been a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the
optional alternative definitions available thereunder.

     

    (b)           It
is intended that any amounts payable under this Agreement and the Employer’s and
Executive’s exercise of authority or discretion hereunder shall comply with and
avoid the imputation of any tax, penalty or interest under Section
409A.  This Agreement shall be construed and interpreted consistent
with that intent.”

     

    2.           Other Terms
Unmodified. Except as expressly modified hereby, the Employment Agreement
remains unmodified.

     

    3.           Counterparts. This
Amendment may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument. Facsimile copies shall have the same effect as
originals.

     

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    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          EXECUTIVE:

                                        	 
	 	 
	
                                            

                                        	 
	
                                          Richard
      McLeer

                                        	 
	
                                          Date:

                                        	 
      	 
	 
      	 
      	 
	
                                          COMPANY:

                                        	 
	 
      	 
      	 
	
                                          By:

                                        	
                                            

                                        	 
	
                                          Name: 

                                        	
                                            

                                        	 
	
                                          Title:

                                        	
                                            

                                        	 
	
                                          Date: