EX-10.16




 Exhibit 10.16 
 RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT 
 This
RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into this 27th day of August, 2010, by and between AutoTrader.com, Inc. (“Company”) and Jared Rowe (“Employee”). 

WHEREAS, the Company is engaged in the business of Online Automotive Advertising Services, as defined herein; 

WHEREAS, Employee is employed by the Company as its Vice President, Product Management, primarily responsible for The Product Management
Department and overseeing the ATC websites, as well as serving as a primary contact for the Company with business partners, potential business partners, technology providers, and other entities that do business with the Company; 

WHEREAS, Employee, in his capacity as a member of the Company’s core and highest level executive group, is often called upon to
perform other duties fundamental to the oversight, management and development of the Company’s overall business operations and potential operations (these duties and the duties discussed in the previous paragraph shall hereinafter be referred
to as the “Business Activities”); and 
 WHEREAS, Employee will have access to the Company’s customers, trade
secrets and Confidential Information (as that term is defined below) and will play an important role in aspects of the Company’s strategic decision-making processes at a senior executive level; 

NOW THEREFORE, in consideration of the agreement of the Company to employ Employee and for other good and valuable consideration provided
for herein, Employee does hereby covenant and agree with the Company as follows: 
 1. Employee is to devote Employee’s entire working time
and best efforts to the performance of Employee’s duties and to the performance of such related and other duties as may from time to time be assigned to Employee by the Company, to the exclusion of all other employment and business activity.

 a. Employee acknowledges and agrees that the Employee shall be employed by the Company at-will and that either the Company or
the Employee may terminate the employment relationship at any time and for any reason, or no reason. 
 b. In the event the
Company terminates Employee’s employment without Cause, Employee will be eligible to receive the following: 
 (i) Twelve
(12) months of severance pay based on Employee’s then-current base monthly salary and Employee’s pro-rated target annual cash bonus in effect at the time of termination (“Severance Pay”). The Severance Pay will be paid to
Employee in equal, prorated installments on the Company’s regular paydays, less any deductions required by law, during the twelve (12) month period, until fully paid (the “Severance Period”). Employee acknowledges that he will
have to execute a release provided by the Company in a form in its discretion releasing the Company of any and all claims that Employee may have prior to entitlement to the Severance Pay. In the event that Employee breaches any post-employment
covenant, agreement, or term of this Agreement, as adjudged in the Company’s sole discretion, or if during the Severance Period Employee becomes employed by Cox Enterprises, Inc. or any of its subsidiaries or affiliates, Employee acknowledges
the Company’s right to cease all remaining Severance pay still due and owing. 

  
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 (ii) “Healthcare Benefits Continuation”, defined as follows: to the extent
Employee and any eligible dependents have health insurance coverage through the Company’s employee benefit plans as of the date of such termination, the Company will provide during the Severance Period continuation of health insurance coverage
at Company’s cost, provided that such continuation may be accomplished either by providing continuation coverage under COBRA or by another method or any combination of methods chosen by Company in its sole discretion. Anything herein to the
contrary notwithstanding, it is provided that: (x) such coverage may be modified from time to time for all of the Company’s senior management by the Company in its sole discretion to the extent permitted by law, (y) if Employee
becomes eligible for other group health insurance coverage from a new employer, to the extent coverage is continued under COBRA, any Company payments for COBRA continuation coverage shall cease prior to the end of the Severance Period, and, to the
extent coverage provided during the Severance Period, by whatever method provided, shall be included in (and not in addition to) the continuation period under COBRA to the extent permitted by law. It is further provided that if, during the Severance
Period, Employee becomes reemployed by Company or any of its affiliates, then the Healthcare Benefits Continuation shall cease. 

c. In the event there is a sale of AutoTrader.com to a third party during the term of this Agreement (whether by merger, sale of stock,
sale of assets or otherwise, a “Sale Transaction”), then with respect to any then- outstanding long-term incentive awards held by Employee under any long-term incentive plan(s) of the Company or its affiliates (any such award an “LTIP
Award(s)”), then notwithstanding any provision of such plan(s) or agreement(s) governing the LTIP Award(s) to the contrary, provided Employee has not voluntarily terminated employment with the Company, and has not been terminated by the Company
for Cause on or before the date on which a definitive agreement for a Sale Transaction has been entered into, then the LTIP Awards will become vested in full on such date, and the benefit payable under the LTIP Awards shall be measured and valued as
of the closing date of such Sale Transaction (the “Valuation Date”) in accordance with the terms of the applicable plan(s) or LTIP Award agreement(s) and paid as soon as practicable after the date of such measurement, but in any event no
later than June 30 of the year following such Valuation Date. 
 d. In the event the Company terminates Employee’s
employment “With Cause” as defined below or in the event Employee voluntarily separates or resigns his employment with the Company, Employee shall not be entitled to Severance Pay or Healthcare Continuation (in which event, COBRA
continuation coverage will be as otherwise available under Company policy generally). 
 2. Certain terms used in this Agreement shall have the
following definitions: 
 a. “Online Automotive Advertising Services” shall be defined as the business of providing
services involving or related to advertising or marketing of new or used automotive vehicles or internet websites. 
 b.
“Confidential Information” means any data or information of or relating to Company or its affiliates and not generally known by the public or in the relevant trade or industry. To the extent consistent with the foregoing definition,
Confidential Information includes but is not limited to : all processes, techniques, formats, products and potential products, services and potential services, specifications, procedures, price structures, plans, including business plans and
marketing plans, strategies, customer lists, pricing information, sales data and projections, internal financial statements and projections and other information relating to the operation of the


  
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Company’s Online Automotive Advertising Services business prior to the date hereof or the operation of the Online Automotive Advertising Services business by the Company and its affiliates
after the date hereof, which is not generally known to or readily ascertainable b the public or in the relevant trade or industry, whether in oral, written, graphic or machine readable form. 

c. “Restricted Areas” shall be defined as all fifty states of the United States plus Puerto Rico and except Alaska. Employee
agrees, for purposes of clarity, that advertises in such areas are served from the Company’s sales representatives’ locations, a list of which is attached as Attachment 1, and that the Company’s websites serve the Restricted Area via
the Internet. 
 d. Termination “With Cause” shall be defined as the Company’s termination of Employee’s
employment upon a good faith finding by the Company, in its sole discretion, that Employee has violated the Company’s policies or procedures including but not limited to absenteeism, dishonesty, insubordination, conduct reflecting moral
turpitude, conduct which is detrimental to the reputation or goodwill of the Company or its business, breach of fiduciary duty to the Company, disloyalty to the Company, violation of any representation, provision, warranty, or covenant of this
Agreement, or conviction of a misdemeanor or felony that relates to Employee’s job duties. 
 e. “Competitive
Entity” shall be defined as companies that provide Online Automotive Advertising Services and portals with online automotive products that have customers or prospective customers located within any of the Restricted Areas (including, but not
limited to, Reynolds and Reynolds, Dealer.com, DealerTrack, ADP, eBay Motors, Cars.com and Google). 
 3. Employee covenants and agrees that
during Employee’s employment with the Company and for a period of one (1) year from the effective date of termination of Employee’s employment, whether such employment is terminated by Company or by Employee, Employee will not, either
as an employee, owner, consultant or contractor, perform Business Activities, including but not limited to accepting any executive, managerial, product management or strategic planning position, for any Competitive Entity. Employee acknowledges that
his performance of Business Activities for any Competitive Entity within one (1) year from the effective date of termination of his employment with the Company would harm the legitimate business interests of the Company and that the
restrictions set out in the covenant contained in this paragraph are reasonable and necessary to protect such interests. 
 4. Employee
covenants and agrees that during Employee’s employment with the Company and for a period of one (1) year form the effective date of termination of Employee’s employment with the Company, whether such employment is terminated by
Company or by Employee will not, directly or indirectly, solicit or attempt to solicit business, in the area of Online Automotive Advertising Services, including actively sought prospective customers, who were customers of the Company and with whom
the Employee had contact during his employment with the Company for the purposes of solicitation of business and the servicing of existing business. 
 5. During Employee’s employment with Company and for one (1) year from the effective date of termination of Employee’s employment with the Company, whether such employment is terminated by
Company or by Employee, Employee shall not use, disclose or permit any person to obtain, any Confidential Information of Company (whether or not the Confidential Information is in written or tangible form), except as specifically authorized by
Company in writing. Employee understands and agrees that should Employee, either as an employee, owner, consultant or contractor, perform Business Activities for any company or entity engaged in


  
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providing Online owner, consultant or contractor, perform Business Activities for any company or entity engaged in providing Online Automotive Advertising Services, including but not limited to
Competitive Entities, the Company’s Confidential Information inevitably would be used and/or disclosed by Employee during the performance of such work. 
 6. Employee covenants and agrees that during Employee’s employment with the Company and for a period of one (1) year form the effective date of termination of Employee’s employment with the
Company, whether such employment is terminated by Company or by Employee, Employee will not directly or indirectly, on Employee’s own behalf or in the service or on behalf of others, recruit or solicit or attempt to recruit or solicit for hire
any employee of the Company or its affiliated businesses. 
 7. Upon the request of Company and, in any event, upon the termination of
Employee’s employment, Employee shall return to Company and leave at its disposal all originals and copies in whatever form (including, without limitation, paper and electronic media of any kind) of memoranda, e-mails, notes, records, drawings,
manuals and other documents or materials pertaining to the business of Company or Employee’s specific duties for Company, and Employees shall retain no copies. Employee shall also return to Company and leave at its disposal all originals and
copies of materials involving any Confidential Information of Company. 
 8. Employee acknowledges and agrees that the restrictions set out in
this Agreement are necessary to protect the legitimate business interests of the Company, are reasonable in all respects, including duration, territory and scope of activity restricted. Employee also acknowledges that the restrictions contained in
this Agreement will not prevent Employee from obtaining any other employment or earning a livelihood, and Employee agrees that Employee will be able to earn an adequate livelihood if these restrictions, as limited, are enforced. 

9. Since a violation by Employee of the provisions of this Agreement would cause immediate and irreparable injury to the Company and there is no adequate
remedy at law for such violation, the Company shall have the right, upon Employee’s breach or threatened breach of these covenants, to a temporary restraining order enjoining such breach in any court of competent jurisdiction to enjoin Employee
from violating such provisions. 
 10. Employee hereby conveys, transfers and assigns to the Company, it successors and assigns, all right,
title and interest, including, without limitation, all copyright rights, patent rights, trade secret rights and other intellectual property rights, associated with any ideas, concepts, techniques, inventions, processes or works of authorship
developed or created by Employee on behalf of the Company at any time, whether before, during or after the Term of this Agreement (the “Works”). All Works created by Employee on behalf of or for the benefit of the Company shall belong
exclusively to the Company. All Works created by Employee for the Company shall be deemed works made for hire within the meaning of the copyright laws of the United States. The Company shall retain all right, title, and interest in and to any
inventions (patentable or otherwise), discoveries, improvements or copyrightable works (collectively, “Intellectual Property”) that Employee creates in connection with the performance of services on behalf of the Company. At the
Company’s expense, Employee shall provide all reasonable assistance requested by the Company in its protection of the Intellectual Property. In the event that any Works are determined not to be a work made for hire, then Employee hereby assigns
to the Company all right, title, and interest in the Works, including any and all copyright rights or other intellectual property rights in and to the Works, in all media, now or hereafter known, worldwide. Employee also agrees to execute such
additional documents as may be reasonably requested by the Company to further evidence, perfect or record the Company’s rights in the Works. 

  
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 11. In the event of a Sale Transaction, the Company may assign this Agreement, either by voluntary act or by
operation of law, to the corporation surviving such Sale Transaction. Upon such assignment, this Agreement shall inure to the benefit of and shall be binding upon such assignee as though such assignee had been an original party hereto. In the event
the Company does not assign this Agreement as provided above and the purchaser decides not to offer employment to Employee, then Company will pay to Employee the Severance Pay and provide the Healthcare Benefits Continuation set forth in paragraph
1b above. 
 12. This Agreement constitutes the entire agreement between the parties hereto and contains all understandings and covenants of
said parties concerning the subjects in this Agreement, all previous and all other contemporaneous understandings, covenants and representations not herein contained being either waived or superseded. No modification of any covenant or provision of
this Agreement shall be valid unless in writing and signed by both parties hereto. 
 13. The covenants of Employee set forth in Paragraph 4, 5,
6, and are the essence of this Agreement. Each of such covenants shall be deemed and shall be construed as a separate and independent covenant, and should any part or provision of any such covenants be reformed or declared invalid, such reformation
or invalidity shall in no way render invalid or unenforceable any other part or provision thereof or any other separate covenant of Employee not declared invalid. 
 14. All provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware exclusively and without reference to principles of conflict of laws. Any
lawsuit, claim, or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the Delaware Court of Chancery, and Employee and the Company hereby submit to personal jurisdiction within the State of Delaware
and to venue in such courts. 
 15. Although the Company makes no guarantee with respect to the treatment of payments or benefits under this
Agreement and shall not be responsible in any event with regard to this Agreement’s compliance with Section 409A of the Internal Revenue Code of 1986, as amended and any regulations or official guidance relating thereto (collectively,
“Section 409A”), this Agreement is intended to comply with the applicable requirements of Section 409A and shall be limited, construed and interpreted in a manner so as to comply therewith. 

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date above written. 

 

							
	AutoTrader.com, Inc.	 		 	Employee
				
	By:	 	  
	 		 	 /s/ Jared Rowe



  
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 ATTACHMENT 1 
 TO AGREEMENT WITH AUTOTRADER.COM, INC. 
 DATED AUGUST 24, 2010

 AUTOTRADER.COM: LOCATIONS OF SALES REPRESENTATIVES 

 

											
	 Alabama
	 	Arizona	 	Arkansas	 	California	 	Colorado	 	Connecticut
	 Birmingham

Mobile
	 	 Phoenix
 Sierra
Vista
 Tucson
	 	 Little Rock
 Pine
Bluff
	 	 Fresno
 Los Angeles

Modesto
 Monterey

Oakland
 Sacramento

Salinas
 San Diego

San Francisco
 San Jose

Stockton
 Visalia
	 	 Colorado
 Springs

Denver
 Pueblo
	 	 Hartford
 New Haven

	 Delaware
	 	Florida	 	Georgia	 	Hawaii	 	Idaho	 	Illinois
	 Wilmington
	 	 Daytona Beach
 Ft.
Lauderdale
 Ft. Myers

Jacksonville
 Melbourne

Miami
 Naples

Orlando
 Palm Beach

Pensacola
 Sarasota

St. Petersburg
 Tallahassee

Tampa
	 	 Atlanta
 Brunswick

Savannah
 Thomasville
	 	Honolulu	 	 Boise
 Idaho
Falls
	 	 Bloomington
 Campaign
 Chicago
 Decatur
 Harrisburg
 Moline
 Mount Vernon
 Peoria
 Quincy
 Rockford
 Rock Island
 Springfield

	 Indiana
	 	Iowa	 	Kansas	 	Kentucky	 	Louisiana	 	Maine
	
Elkhart
 Evansville
 Ft. Wayne

Indianapolis
 South Bend
	 	 Ames
 Cedar Rapids
 Davenport
 Des Moines
 Dubuque
 Keokuk
 Mason City
 Ottumwa
 Sioux City
 Waterloo
	 	 Hutchinson
 Kansas City
 Wichita
	 	 Lexington
 Louisville
 Paducah
	 	New Orleans	 	 Auburn

Bangor
 Portland



  
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	 Maryland
	 	Massachusetts	 	Michigan	 	Minnesota	 	Mississippi	 	Missouri
	 Baltimore
	 	 Boston
 New
Bedford
	 	 Alpena
 Battle Creek

Bay City
 Cadillac

Detroit
 Flint

Grand Rapids
 Kalamazoo

Lansing
 Saginaw

Traverse City
	 	 Austin
 Duluth

Mankato
 Minneapolis

Rochester
 St. Paul
	 	Jackson	 	 Cape Giradeau
 Columbia
 Hannibal
 Jefferson City
 Kirksville
 Springfield
 St. Joseph
 St. Louis

	 Montana
	 	Nebraska	 	Nevada	 	New Mexico	 	New York	 	North Carolina
	 Billings
	 	 Hastings
 Kearney

Lincoln
 Omaha
	 	Las Vegas	 	 Albuquerque
 Santa
Fe
	 	 Albany
 Binghamton

Buffalo
 Elmira

New York
 Rochester

Schenectady
 Syracuse

Troy
 Utica

Watertown
	 	 Asheville
 Charlotte
 Durham
 Greensboro
 High Point
 Raleigh
 Winston-Salem

	 North Dakota
	 	Ohio	 	Oklahoma	 	Oregon	 	Pennsylvania	 	Rhode Island
	 Bismarck

Dickinson
 Fargo
 Minot

Valley City
	 	 Cincinnati

Cleveland
 Columbus

Dayton
 Lima

Toledo
 Youngstown
	 	 Oklahoma City

Tulsa
	 	 Eugene
 Portland

Roseburg
	 	 Harrisburg

Lancaster
 Lebanon

Philadelphia
 Pittsburgh

Scranton
 Wilkes-Barre

York
	 	Providence
	 South Carolina
	 	South Dakota	 	Tennessee	 	Texas	 	Utah	 	Virginia
	
Charleston
 Columbia
 Florence

Greenville
 Myrtle Beach
 Spartanburg
	 	 Mitchell
 Rapid City
 Sioux Falls
	 	 Chattanooga
 Memphis
 Nashville
	 	 Austin
 Corpus Christi
 Dallas
 Fort Worth
 Houston
 Lubbock
 San Antonio
 Tyler
	 	Salt Lake City	 	 Harrisonburg

Lynchburg
 Newport News

Norfolk
 Petersburg

Portsmouth
 Richmond

Roanoke



  
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	 Washington
	 	Washington D.C.	 	West Virginia	 	Wisconsin	 	Wyoming	 	 
	 Seattle

Spokane
 Tacoma
	 	 	 	 Charleston
 Huntington
	 	 Appleton
 Eau Claire
 Green Bay
 LaCrosse
 Madison
 Milwaukee
 Rhinelander
 Superior
 Wausau
	 	Cheyenne	 	 


  
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