EX-10.28



 



Exhibit
10.28




DealerTrack Holdings, Inc.




Stock Ownership and Retention Program 




     This modified Stock Ownership and Retention Program of DealerTrack Holdings, Inc. (the
“Company”) was adopted by the Company’s Board of Directors (the “Board”) on
February 6, 2007.



     1. Purpose



     It is the policy of the Board that each Covered Individual, consistent with his or her
responsibilities to the stockholders of the Company as a whole, hold a significant equity interest
in the Company.



     2. Share Ownership and Retention Requirements



     (a) Minimum Share Requirement. The Board expects that all Covered Individuals will
make a good faith effort, depending on the circumstances, to attain a level of Share ownership
equal to the Minimum Share Requirement, as applicable.



     (b) Counting. Shares that count toward the satisfaction of the Minimum Share
Requirement include Shares owned outright by the Covered Individual or by his or her spouse or
minor children, Shares held in trust for the benefit of the Covered Individual or for the benefit
of his or her spouse or minor children, or Restricted Stock. Unexercised options (whether or not
vested) held pursuant to any Company equity compensation plan will not count towards satisfaction
of the Minimum Share Requirement.



     3. Initial Compliance, Reporting and Restrictions



     (a) Initial Compliance. Covered Individuals must attain a level of Share ownership
equal to the Minimum Share Requirement by the fifth (5th) anniversary of the later of
(i) the Effective Date or (ii) the date that such Covered Individual commences services as an
employee or director of the Company.



     (b) Reporting. Once in compliance with the Minimum Share Requirement, each Covered
Individual must sign an attestation, in such form as shall be provided by the Company, that he or
she has achieved the ownership requirement in compliance with this Program.



     (c) Retention of Share Acquisitions. Until the Minimum Share Requirement is achieved,
and thereafter whenever the Minimum Share Requirement is not complied with, a Covered Individual
must retain twenty-five percent (25%) of all Shares acquired by such Covered Individual pursuant to
an equity award from the Company (net of Shares surrendered for payment, as applicable, of any
exercise price and/or taxes). Once the Covered Individual achieves, and for so long as such
Covered Individual remains in compliance with, the Minimum Share Requirement, the Covered
Individual does not need to comply with this retention restriction.



     (d) Maintaining Share Ownership. Once a Covered Individual satisfies the Minimum



 









 







Share Requirement, such Covered Individual must continue to satisfy such requirement for as
long as he or she remains a Covered Individual. The only exception to this requirement shall be
shares surrendered for the payment of taxes in connection with an equity award by the Company.



     4. Compliance and Enforcement



     (a) Determination of Share Ownership. Each Covered Individual’s satisfaction of the
Minimum Share Requirement will be determined annually as of December 31st in any given
year, subject to Section 3(a), by the Committee.



     (b) Enforcement of Minimum Share Requirement. At the sole discretion of the Committee
of the Board, a failure of a Covered Individual to satisfy the Minimum Share Requirement may result
in the reduction of, limitation in or cancellation of Shares such Covered Individual shall receive
in subsequent grants or awards.



     (c) Exceptions. The Minimum Share Requirement and other requirements of this Program
may be waived, at the sole discretion of the Committee, for a Covered Individual (i) if compliance
would create severe hardship, (ii) if compliance would prevent the Covered Individual from
complying with a court order, as in the case of a divorce settlement, or (iii) when such Covered
Individual attains the age of 62. A Covered Individual may file notice with the Company’s
Secretary to be presented to the Committee, advising the Committee of the circumstances and
describing the extent of the waiver requested. It is expected that these instances will be rare.



     5. Administration of the Program



     (a) Authority. The Committee shall conduct the general administration of the Program
in accordance with its provisions. The Committee shall have full power and authority to interpret
the Program and to adopt such rules for the administration, interpretation and application of the
Program as are consistent therewith and to interpret, amend or revoke any such rules. The
Committee may delegate administrative duties under the Program to one or more agents as it shall
deem necessary or advisable. Any decision or action taken by the Committee with respect to the
administration or interpretation of the Program shall be conclusive and binding on all persons.



     (b) Liability. No member of the Board shall be personally liable for any action or
determination made in good faith with respect to the Program or to any settlement of any dispute
between a Covered Individual and the Company. The Board shall be entitled to rely upon the advice,
opinions or valuations of any attorneys, consultants, accountants, appraisers, brokers or other
persons.



     6. Amendment, Modification, and Termination



     This Program may at any time or from time to time be amended, modified or terminated by the
Board.



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     7. Definitions



     Wherever the following terms are used in the Program they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



     (a) “2005 Incentive Award Plan” shall mean the DealerTrack Holding, Inc. 2005
Incentive Award Plan, as amended.



     (b) “Base Compensation” shall mean (i) with respect to Covered Individuals who are
employees of the Company, the Covered Individual’s annual base salary at the Company, excluding any
bonus payments, as of the later of (A) the Effective Date or; (B) the date on which the Covered
Individual is appointed to the applicable position at the Company or a Subsidiary; and (ii) with
respect to Covered Individuals who are non-employee members of the Board, the amount of the Covered
Individual’s annual cash retainer (regardless of whether the Covered Individual elects to have such
annual cash retainer paid in cash or in another form), excluding chairmanship, meeting or similar
fees.



     (c) “Board” shall mean the Board of Directors of the Company.



     (d) “Committee” shall mean the Compensation Committee of the Board.



     (e) “Company” shall have the meaning set forth in the recitals.



     (f) “Covered Individual” shall mean (i) each non-employee member of the Board; (ii)
each President or Chief Executive Officer of the Company; (iii) each officer of the Company
designated as a Section 16 Reporting Person; and (iv) such other employees determined by the
Committee in its sole discretion.



     (g) “Effective Date” shall mean December 13, 2005, the effective date of the Company’s
initial public offering.



     (h) “Fair Market Value” shall mean the fair market value (as determined by the
Committee) per Share as of the later of (i) the Effective Date or (ii) the date that such Covered
Individual commences services as an employee or director of the Company.



     (i) “Minimum Share Requirement” shall mean the following:



          (i) For each non-employee member of the Board, Base Compensation multiplied by four (4),
divided by the Fair Market Value.




          (ii) For each President or Chief Executive Officer of the Company: Base Compensation
multiplied by six (6), divided by the Fair Market Value.




          (iii) For each Section 16 Reporting Person: Base Compensation multiplied by two (2), divided
by the Fair Market Value.




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          (iv) For each other employee designated by the Committee: Base Compensation multiplied by one
(1) or two (2), as determined by the Committee, divided by the Fair Market Value.




     (j) “Program” means this Stock Ownership and Retention Program of the date that such
Covered Individual commences services as an employee or director of the Company, as it may be
amended from time to time.



     (k) “Restricted Stock” shall mean Shares granted pursuant to the 2005 Incentive Plan,
any successor plan or any other equity plan that are subject to certain restrictions and risk of
forfeiture.



     (l) “Shares” shall mean shares of any class, or a combination of classes, of the
Company’s common stock (including restricted shares under the 2005 Incentive Plan, or any successor
plan).



     (m) “Subsidiary” shall mean any “subsidiary corporation” as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated
thereunder or any other entity of which a majority of the outstanding voting stock or voting power
is beneficially owned directly or indirectly by the Company.



* * * * *




     I hereby certify that the foregoing Program was duly adopted by the Board of Directors of
DealerTrack Holdings, Inc. on February 6, 2007.



 /s/ Eric D. Jacobs 

Eric D. Jacobs, Secretary





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