EXHIBIT
10.8

     

    AMENDMENT NO. 2
TO

    AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     

    THIS
AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is
made this 3rd day of November, 2009 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, as amended (the “Employment
Agreement”); and

     

    WHEREAS,
the parties now desire to amend the Employment Agreement by modifying the terms
thereof to comply with Section 162(m) of the Internal Revenue Code.

     

    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, the following language from Section 5(c)(1) of the Employment
Agreement and shall have no further force or effect (herein referred to as the
“Pro Rata Bonus
Provision”):

     

    “a pro
rata bonus calculated based on multiplying the percentage of the year Executive
worked for Employer during the year of his termination by Executive’s target
Bonus for such year and payable within thirty (30) days of the Severance
Commencement Date, and”

     

    (b)           Effective
immediately, the following paragraph is inserted in place of and replaces the
Pro Rata Bonus Provision in its entirety:

     

    “a pro
rata bonus for the Fiscal Year in which Executive’s employment by the Company
terminates (determined by multiplying (x) Executive’s Bonus for such Fiscal
Year, determined as though Executive’s employment had not terminated during such
Fiscal Year, by (y) a fraction (not greater than one), the numerator of which is
the number of days Executive is employed during such Fiscal Year up to and
including the date on which Executive’s employment by the Company terminates,
and the denominator of which is 365) payable at the time that the Company pays
bonuses for such Fiscal Year to its other similarly situated senior executive
officers, but in no event later than seventy-five days following the last day of
such Fiscal Year, and.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      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:

                            	 
	 
      	 
      	 
	 
      	 
	
                              Name

                            	 
      	 
	
                              Date:

                            	 
      	 
	 
      	 
      	 
	
                              COMPANY:

                            	 
	 
      	 
      	 
	
                              By:

                            	 
      	 
	
                              Name: 

                            	 
      	 
	
                              Title:

                            	 
      	 
	
                              Date: