Exhibit10.28**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”) onFebruary 6, 2007.     **1. ****Purpose**     It is the policy of the Board that each Covered Individual, consistent with his or herresponsibilities to the stockholders of the Company as a whole, hold a significant equity interestin the Company.     **2. ****Share Ownership and Retention Requirements**     (a) Minimum Share Requirement. The Board expects that all Covered Individuals willmake a good faith effort, depending on the circumstances, to attain a level of Share ownershipequal to the Minimum Share Requirement, as applicable.     (b) Counting. Shares that count toward the satisfaction of the Minimum ShareRequirement include Shares owned outright by the Covered Individual or by his or her spouse orminor children, Shares held in trust for the benefit of the Covered Individual or for the benefitof his or her spouse or minor children, or Restricted Stock. Unexercised options (whether or notvested) held pursuant to any Company equity compensation plan will not count towards satisfactionof the Minimum Share Requirement.     **3. ****Initial Compliance, Reporting and Restrictions**     (a) Initial Compliance. Covered Individuals must attain a level of Share ownershipequal 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 anemployee or director of the Company.     (b) Reporting. Once in compliance with the Minimum Share Requirement, each CoveredIndividual must sign an attestation, in such form as shall be provided by the Company, that he orshe 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 Individualmust retain twenty-five percent (25%) of all Shares acquired by such Covered Individual pursuant toan equity award from the Company (net of Shares surrendered for payment, as applicable, of anyexercise price and/or taxes). Once the Covered Individual achieves, and for so long as suchCovered Individual remains in compliance with, the Minimum Share Requirement, the CoveredIndividual 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 aslong as he or she remains a Covered Individual. The only exception to this requirement shall beshares 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 theMinimum Share Requirement will be determined annually as of December 31st in any givenyear, subject to Section 3(a), by the Committee.     (b) Enforcement of Minimum Share Requirement. At the sole discretion of the Committeeof the Board, a failure of a Covered Individual to satisfy the Minimum Share Requirement may resultin the reduction of, limitation in or cancellation of Shares such Covered Individual shall receivein subsequent grants or awards.     (c) Exceptions. The Minimum Share Requirement and other requirements of this Programmay be waived, at the sole discretion of the Committee, for a Covered Individual (i) if compliancewould create severe hardship, (ii) if compliance would prevent the Covered Individual fromcomplying with a court order, as in the case of a divorce settlement, or (iii) when such CoveredIndividual attains the age of 62. A Covered Individual may file notice with the Company’sSecretary to be presented to the Committee, advising the Committee of the circumstances anddescribing 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 Programin accordance with its provisions. The Committee shall have full power and authority to interpretthe Program and to adopt such rules for the administration, interpretation and application of theProgram as are consistent therewith and to interpret, amend or revoke any such rules. TheCommittee may delegate administrative duties under the Program to one or more agents as it shalldeem necessary or advisable. Any decision or action taken by the Committee with respect to theadministration 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 ordetermination made in good faith with respect to the Program or to any settlement of any disputebetween 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 otherpersons.     **6. ****Amendment, Modification, and Termination**     This Program may at any time or from time to time be amended, modified or terminated by theBoard.
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     **7. ****Definitions**     Wherever the following terms are used in the Program they shall have the meanings specifiedbelow, unless the context clearly indicates otherwise. The singular pronoun shall include theplural where the context so indicates.     (a) “2005 Incentive Award Plan” shall mean the DealerTrack Holding, Inc. 2005Incentive Award Plan, as amended.     (b) **“**Base Compensation” shall mean (i) with respect to Covered Individuals who areemployees of the Company, the Covered Individual’s annual base salary at the Company, excluding anybonus payments, as of the later of (A) the Effective Date or; (B) the date on which the CoveredIndividual is appointed to the applicable position at the Company or a Subsidiary; and (ii) withrespect to Covered Individuals who are non-employee members of the Board, the amount of the CoveredIndividual’s annual cash retainer (regardless of whether the Covered Individual elects to have suchannual cash retainer paid in cash or in another form), excluding chairmanship, meeting or similarfees.     (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 Companydesignated as a Section 16 Reporting Person; and (iv) such other employees determined by theCommittee in its sole discretion.     (g) **“**Effective Date**”**shall mean December 13, 2005, the effective date of the Company’sinitial public offering.     (h) “Fair Market Value” shall mean the fair market value (as determined by theCommittee) per Share as of the later of (i) the Effective Date or (ii) the date that such CoveredIndividual 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 Compensationmultiplied by six (6), divided by the Fair Market Value.          (iii) For each Section 16 Reporting Person: Base Compensation multiplied by two (2), dividedby 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 suchCovered Individual commences services as an employee or director of the Company, as it may beamended 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 offorfeiture.     (l) “Shares” shall mean shares of any class, or a combination of classes, of theCompany’s common stock (including restricted shares under the 2005 Incentive Plan, or any successorplan).     (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 promulgatedthereunder or any other entity of which a majority of the outstanding voting stock or voting poweris beneficially owned directly or indirectly by the Company.* * * * *     I hereby certify that the foregoing Program was duly adopted by the Board of Directors ofDealerTrack Holdings, Inc. on February 6, 2007. /s/ Eric D. Jacobs