##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-51653
 DEALERTRACK HOLDINGS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    52-2336218(State or Other Jurisdiction of
    
    (I.R.S. Identification Number)Incorporation or Organization)
 1111 Marcus Ave., Suite M04
Lake Success, NY 11042  (Address of Principal Executive Offices, including Zip Code)  (516) 734-3600  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Common Stock, $0.01 Par Value Per Share
    
    The NASDAQ Stock Market, LLC(Title of each class)
    
    (Name of exchange on which registered)
 Securities registered pursuant to Section 12(g) of the Act: None
 Yes
o No
þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes
o No
þ




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##### 



EXPLANATORY NOTE
  PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    2Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management
    
    
    29Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    32Item 14. Principal Accountant Fees and Services
    
    
    34PART IVItem 15. Exhibits
    
    
    34Exhibit 31.3Exhibit 31.4
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PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Information About Our Board of Directors
  Class
    
    DirectorsClass I: Term expires 2009 and every three years thereafter
    
    Messrs. Foy, Power and TischlerClass II: Term expires 2010 and every three years thereafter
    
    Ms. Lane and Messrs. McDonnell and
ZwarensteinClass III: Term expires 2011 and every three years
thereafter
    
    Ms. Cirillo-Goldberg and Mr. ONeil
 James Foy, 62,
 James David Power III,
 Howard L. Tischler,
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Barry Zwarenstein, 60,
 Ann B. Lane, 54,
 John J. McDonnell Jr., 71,
 Mary Cirillo-Goldberg,
 Mark F. ONeil, 50,
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Information About Our Executive Officers
  Name
    
    Age
    
    TitleMark F. ONeil
    
    
    50
    
    
    Chairman of the Board, President and
Chief Executive OfficerAna M. Herrera
    
    
    52
    
    
    Senior Vice President, Human ResourcesEric D. Jacobs
    
    
    42
    
    
    Senior Vice President, Chief Financial
Officer, Chief Administrative Officer
and TreasurerRichard McLeer
    
    
    44
    
    
    Senior Vice President and Chief
Information OfficerRaj Sundaram
    
    
    42
    
    
    Senior Vice President, Solutions and
Services GroupRick G. Von Pusch
    
    
    47
    
    
    Senior Vice President, Sales,
Marketing and International
 Mark F. ONeil
 Ana M. Herrera
 Eric D. Jacobs
  - 4 -




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Richard McLeer
 Rajesh (Raj) Sundaram
 Rick G. Von Pusch
  - 5 -




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
  Procedures for Security Holder Recommendations for Director Nominees
  
    
    the name, address and telephone number of the recommending stockholder;
 
    
    a representation that the stockholder is a record holder of our securities, or
evidence of ownership;
 
    
    the number of shares owned by the recommending stockholder and the time period for
which such shares have been held;
 
    
    a statement from the recommending stockholder as to whether the stockholder has a
good faith intention to continue to hold the reported shares through the date of our
next Annual Meeting;
 
    
    the name, age, business and residential address, educational background, current
principal occupation or employment, and principal occupation or employment for the
preceding five full fiscal years of the proposed director candidate;
 
    
    a description of the qualifications and background of the proposed director candidate;
 
    
    a description of all arrangements or understandings between the recommending
stockholder and the proposed director candidate;
 
    
    the consent of the proposed director candidate (i) to be named in the proxy statement
and (ii) to serve as a director if elected; and
 
    
    any other information regarding the proposed director candidate that is required to
be included in a proxy statement filed pursuant to SEC rules.
  - 6 -




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
    
    personal and professional integrity, ethics and values;
 
    
    experience in corporate management, such as serving as an officer or former
officer of a publicly held company;
 
    
    experience in the companys industry and with relevant social policy concerns;
 
    
    experience as a board member of another publicly held company;
 
    
    academic expertise in an area of the companys operations; and
 
    
    practical and mature business judgment.
 Our Audit Committee
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Item 11. Executive Compensation.
 Non-Management Directors Compensation For Fiscal Year 2006
  Annual Fee:
    
    $50,000 per director.Initial Equity Grant:
    
    Options to purchase 30,000 shares of our common
stock upon becoming a director. The grant vests in
three equal annual installments commencing on the
first anniversary of the grant date, subject to the
directors continued service on the board.Annual Equity Grant:
    
    Restricted common stock equal to a fixed dollar
value of $135,000 is granted each year on the date
of our Annual Meeting. This grant vests on the day
of the following Annual Meeting, subject to the
directors continued service on the board.
    Fees Earned
    
    
    Stock
    
    
    Optionor Paid in Cash
    
    
    Awards
    
    
    AwardsName
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    TotalMary Cirillo-Goldberg
    
    $
    50,000
    
    
    $
    171,274
    
    
    $
    20,900
    
    
    $
    242,174James Foy
    
    
    14,167
    
    
    
    37,295
    
    
    
    25,083
    
    
    
    76,545Ann B. Lane
    
    
    50,000
    
    
    
    135,692
    
    
    
    178,800
    
    
    
    364,492John J. McDonnell, Jr.
    
    
    50,000
    
    
    
    173,549
    
    
    
    5,367
    
    
    
    228,916James David Power III
    
    
    50,000
    
    
    
    171,274
    
    
    
    20,900
    
    
    
    242,174Howard L. Tischler
    
    
    50,000
    
    
    
    171,274
    
    
    
    20,900
    
    
    
    242,174Barry Zwarenstein
    
    
    50,000
    
    
    
    183,700
    
    
    
    214,400
    
    
    
    448,100
 (1)
    
    The following directors deferred all or a portion of their 2008 cash
compensation pursuant to our Directors Deferred Compensation Plan and
received deferred stock units. Each deferred stock unit converts into
one share of common stock upon the payment commencement date selected
by the director.  - 8 -




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Compensation
    
    
    Number of DeferredName
    
    Deferred
    
    
    Stock UnitsMary Cirillo-Goldberg
    
    $
    50,000
    
    
    
    3,298James Foy
    
    
    14,167
    
    
    
    1,150Ann B. Lane
    
    
    50,000
    
    
    
    3,298James David Power III
    
    
    50,000
    
    
    
    3,298Howard L. Tischler
    
    
    50,000
    
    
    
    3,298Barry Zwarenstein
    
    
    50,000
    
    
    
    3,298
 (2)
    
    This column represents the dollar amount recognized for financial
statement reporting purposes with respect to the 2008 fiscal year for
the fair value of restricted common stock granted in 2008 as well as
prior fiscal years in accordance with SFAS 123(R). For restricted
common stock, fair value is calculated using the closing price of our
common stock on the date of grant. For additional information, refer
to Notes 2 and 13 of our financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2008. These amounts reflect
our accounting expense for these awards, and do not correspond to the
actual value that will be received by each director. The following
chart shows the details for each directors grants of restricted
common stock as of December 31, 2008, including the grant date fair
value computed in accordance with SFAS 123(R). Restricted
    
    
    
    
    
    
    
    
    
    
    OutstandingCommon Stock
    
    
    Number
    
    
    Grant Date
    
    
    RestrictedName
    
    Grant Date
    
    
    Granted
    
    
    Fair Value
    
    
    Common StockMary Cirillo-Goldberg
    
    
    5/26/2005
    
    
    
    3,500
    
    
    $
    17.10
    
    
    
    06/14/2006
    
    
    
    3,500
    
    
    
    21.94
    
    
    
    1,1677/11/2007
    
    
    
    3,500
    
    
    
    39.05
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828James Foy
    
    
    9/19/2008
    
    
    
    4,888
    
    
    
    20.71
    
    
    
    4,888Ann B. Lane
    
    
    7/11/2007
    
    
    
    3,500
    
    
    
    39.05
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828John J. McDonnell, Jr.
    
    
    7/28/2005
    
    
    
    3,500
    
    
    
    18.00
    
    
    
    06/14/2006
    
    
    
    3,500
    
    
    
    21.94
    
    
    
    1,1677/11/2007
    
    
    
    3,500
    
    
    
    39.05
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828James David Power III
    
    
    5/26/2005
    
    
    
    3,500
    
    
    
    17.10
    
    
    
    06/14/2006
    
    
    
    3,500
    
    
    
    21.94
    
    
    
    1,1677/11/2007
    
    
    
    3,500
    
    
    
    39.05
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828Howard L. Tischler
    
    
    5/26/2005
    
    
    
    3,500
    
    
    
    17.10
    
    
    
    06/14/2006
    
    
    
    3,500
    
    
    
    21.94
    
    
    
    1,1677/11/2007
    
    
    
    3,500
    
    
    
    39.05
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828Barry Zwarenstein
    
    
    11/06/2007
    
    
    
    2,625
    
    
    
    47.98
    
    
    
    06/03/2008
    
    
    
    6,828
    
    
    
    19.77
    
    
    
    6,828
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(3)
    
    This column represents the dollar amount recognized for financial
statement reporting purposes with respect to the 2008 fiscal year for
the fair value of stock options granted in 2008 as well as prior
fiscal years in accordance with SFAS 123(R). Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related
to service-based vesting conditions. For additional information, refer
to Notes 2 and 13 of our financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2008. These amounts reflect
our accounting expense for these awards, and do not correspond to the
actual value that will be received by each director. The following
chart shows the details for each directors outstanding options as of
December 31, 2008, including the grant date fair value of each option
computed in accordance with SFAS 123(R). For awards granted prior to
January 1, 2006, the grant date fair value column represents the
intrinsic value recorded under APB 25. OutstandingStockOption
    
    
    Number
    
    
    Exercise
    
    
    Grant Date
    
    
    OptionsName
    
    Grant Date
    
    
    Granted
    
    
    Price
    
    
    Fair Value
    
    
    (Exercisable)James Foy
    
    
    9/19/2008
    
    
    
    30,000
    
    
    $
    20.71
    
    
    $
    8.60
    
    
    
    0Mary Cirillo-Goldberg
    
    
    1/30/2003
    
    
    
    6,250
    
    
    
    2.80
    
    
    
    0.00
    
    
    
    6,2505/26/2005
    
    
    
    50,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    50,000Ann B. Lane
    
    
    7/11/2007
    
    
    
    30,000
    
    
    
    39.05
    
    
    
    17.88
    
    
    
    10,000John J. McDonnell, Jr.
    
    
    7/28/2005
    
    
    
    30,000
    
    
    
    17.08
    
    
    
    0.92
    
    
    
    10,000James David Power III
    
    
    6/18/2002
    
    
    
    6,250
    
    
    
    2.80
    
    
    
    0.00
    
    
    
    6,2505/26/2005
    
    
    
    50,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    50,000Howard L. Tischler
    
    
    5/26/2005
    
    
    
    40,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    40,000Barry Zwarenstein
    
    
    11/06/07
    
    
    
    30,000
    
    
    
    47.98
    
    
    
    21.44
    
    
    
    10,000
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COMPENSATION DISCUSSION AND ANALYSIS
  Overview
    
    
    balance rewards for executives between short-term results and
the long-term strategic decisions needed to ensure sustained success for the
Company and its stockholders over time;
    
    attract and retain high-performing executive talent by paying
competitive compensation;
    
    provide rewards consistent with performance by tying both the
annual cash incentive program and the long term equity incentive program to
corporate performance; and
    
    provide equity-based long term incentives which align
management and stockholder interests.
  Compensation Processes and Criteria
 Peer Group Information and Benchmarking
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Assessment of Company and Individual Performance
    Total Compensation Review
  Components of Executive Compensation for 2008
 Base Salary
   Annual Incentive Bonus Plan
 
    
    Under the annual incentive bonus plan, the cash incentive bonus amounts are
targeted at the 50th percentile of the peer groups annual bonus compensation. Awards
under the annual incentive plan are based upon the achievement of both corporate and
individual goals, including EBITDA, total revenue and business unit revenue targets
and individual performance. If we exceed the targets and achieve the stretch goals,
the annual incentive bonus amount is then targeted at the 75th percentile of the peer
groups annual bonus compensation in order to provide rewards consistent with
performance. The 2008 corporate performance targets were: an EBITDA target of $74.1
million, a corporate-wide revenue target of $282.4 million, as well as separate
revenue targets for each of the business units. Under this plan, no annual bonuses
were required to be paid in 2008 if the company did not meet an EBITDA threshold of
$67.3 million. The company did not meet this threshold; accordingly, the payout of the
2008 bonus was at the discretion of the Compensation Committee.
  - 12 -




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
    
    EBITDA was used as the principal metric to review and assess the operating
performance and the performance of the management team because EBITDA provides useful
information with respect to the performance of the fundamental business activities and
is also frequently used by equity research analysts and others in the evaluation of
the company. For executive officers with company-wide responsibility, equal weight is
given to total corporate revenue and EBITDA targets. For other executive officers who
are responsible for business units, depending on their position, different weights are
given to corporate and business unit revenues. In each case, additional weight is
given to individual performance and attainment of individual goals.
 
    
    The annual incentive bonus target amounts, expressed as a percentage of base
salary, are established for the named executive officers each year, with a target
range of 50% to 80% of base salary for 2008 and a maximum range of 175% to 210% of
base salary for 2008, depending on the executive officers position. As stated above,
no bonuses are required to be paid under the plan if the company does not meet the
pre-determined EBITDA threshold amount. If the EBITDA threshold amount and the
respective revenue targets are exceeded, the Compensation Committee may increase or
reduce payouts by up to 5% depending on performance relative to specific subscription
and transaction revenue targets. The Compensation Committee may further positively or
negative adjust the actual award to each executive officer depending on its assessment
of each individuals performance. In making this assessment, the Compensation
Committee also considers the input of the Chief Executive Officer with respect to
awards to the other executive officers. In the case of the Chief Executive Officer,
the Compensation Committee considers additional non-financial factors such as
leadership, leadership development, talent management and succession planning in
determining the annual incentive bonus amount. The Compensation Committee may adjust
the financial metrics in appropriate circumstances, such as the acquisition or
divestiture of a business or the impact of foreign exchange rates. In 2008, the
financial metrics were not adjusted.
   Annual Equity Grants
 th th
 
    
    the executives performance;
 
    
    the executives potential future contributions to the company;
 
    
    the current compensation of the executive; and
 
    
    the current overall value of the executives long-term incentives.
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Stock Ownership Requirements
    Long-Term Equity Incentive Program
  Performance Goals
 EBITDA
    
    Market CapDecember 31, 2007$54.1 million
    
    $928 millionDecember 31, 2008$66.9 million
    
    $1,136 millionDecember 31, 2009$82.9 million
    
    $1,400 million
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Employment Agreements
       Perquisites
   - 15 -




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Deferred Compensation Plan
  4 01(k) Plan
  Section 162(m) Policy
  Compensation Committee Actions Taken After Fiscal Year 2008
    - 16 -




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COMPENSATION COMMITTEE REPORT
   
  - 17 -




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SUMMARY COMPENSATION TABLE
 Non-EquityName and
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option

    
    
    Incentive Plan
    
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    Awards
    
    
    Awards

    
    Compensation
    
    
    CompensationPosition
    
    Year
    
    
    Salary
    
    
    (1)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    TotalMark F. ONeil
    
    
    2008
    
    
    $
    525,000
    
    
    $
    928,718
    
    
    $
    912,581
    
    
    $
    0
    (5)
    
    $
    6,750
    
    
    $
    2,373,049Chairman and Chief
    
    
    2007
    
    
    
    510,000
    
    
    
    969,198
    
    
    
    873,180
    
    
    
    525,000
    
    
    
    10,669
    
    
    
    2,888,047Executive Officer
    
    
    2006
    
    
    
    495,040
    
    
    
    369,913
    
    
    
    695,967
    
    
    
    660,000
    
    
    
    9,799
    
    
    
    2,230,719Robert J. Cox III
    
    
    2008
    
    
    
    288,500
    
    
    
    322,564
    
    
    
    334,784
    
    
    
    43,300
    
    
    
    6,750
    
    
    
    995,898Senior Vice President,
    
    
    2007
    
    
    
    280,000
    
    
    
    329,759
    
    
    
    260,858
    
    
    
    212,000
    
    
    
    6,750
    
    
    
    1,089,367Chief Financial Officer and
    
    
    2006
    
    
    
    260,000
    
    
    
    126,370
    
    
    
    204,412
    
    
    
    198,000
    
    
    
    6,500
    
    
    
    795,282Treasurer (6)Eric D. Jacobs
    
    
    2008
    
    
    
    278,500
    
    
    
    276,867
    
    
    
    297,986
    
    
    
    68,900
    
    
    
    6,750
    
    
    
    929,003Senior Vice President,
    
    
    2007
    
    
    
    270,000
    
    
    
    278,724
    
    
    
    195,539
    
    
    
    222,500
    
    
    
    6,750
    
    
    
    973,513Chief Financial Officer,
    
    
    2006
    
    
    
    260,000
    
    
    
    112,433
    
    
    
    150,595
    
    
    
    208,000
    
    
    
    6,600
    
    
    
    737,628Chief
Administrative Officer and
Treasurer (7)Raj Sundaram
    
    
    2008
    
    
    
    278,500
    
    
    
    251,027
    
    
    
    267,068
    
    
    
    61,300
    
    
    
    116,937
    
    
    
    974,832Senior Vice President,
    
    
    2007
    
    
    
    268,000
    
    
    
    242,184
    
    
    
    159,715
    
    
    
    180,400
    
    
    
    510,307
    
    
    
    1,360,606Dealer Solutions
    
    
    2006
    
    
    
    235,527
    
    
    
    49,879
    
    
    
    61,780
    
    
    
    169,000
    
    
    
    199,659
    
    
    
    715,845David Trinder
    
    
    2008
    
    
    
    278,500
    
    
    
    229,607
    
    
    
    240,640
    
    
    
    0
    (8)
    
    
    0
    
    
    
    748,747Senior Vice President,
    
    
    2007
    
    
    
    270,000
    
    
    
    220,764
    
    
    
    137,490
    
    
    
    156,500
    
    
    
    55,000
    
    
    
    839,754Network Solutions
    
    
    2006
    
    
    
    260,000
    
    
    
    79,632
    
    
    
    97,020
    
    
    
    179,000
    
    
    
    55,000
    
    
    
    670,652
 (1)
    
    This column represents the dollar amount recognized for financial
statement reporting purposes with respect to the applicable fiscal year
for the fair value of restricted common stock granted in fiscal year
2006 and 2007, in accordance with SFAS 123(R). Pursuant to SEC rules,
the amounts shown exclude the impact of estimated forfeitures related to
service-based vesting conditions. For restricted common stock, fair
value is calculated using the closing price of our common stock on the
date of grant. For a discussion of the assumptions and methodologies
used to calculate the amounts reported, refer to Notes 2 and 13 of our
consolidated financial statements in our Annual Report on Form 10-K for
the year ended December 31, 2008. These amounts reflect the companys
accounting expense for these awards, and do not correspond to the actual
value that will be recognized by the named executive officers.(2)
    
    This column represents the dollar amount recognized for financial
statement reporting purposes with respect to the applicable fiscal year
for the fair value of stock options granted in such year, as well as
prior fiscal years in accordance with SFAS 123(R). Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. For a discussion of the
assumptions and methodologies used to calculate the amounts reported,
refer to Note 2 and 13 of our consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2008. See the
Grants of Plan-Based Awards Table for information on options granted in
2008. These amounts reflect our accounting expense for these awards, and
do not correspond to the actual value that will be recognized by the
named executive officers.  - 18 -




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(3)
    
    The amounts shown include awards earned under our annual incentive bonus
plan in fiscal year 2008 although such amounts are payable in the
subsequent year.(4)
    
    See the table below for additional information on all other compensation.(5)
    
    Mr. ONeil notified the Compensation Committee that he did not wish to
be considered for a bonus for 2008 due to market conditions.(6)
    
    Mr. Coxs employment at DealerTrack ended as of March 2, 2009.(7)
    
    Mr. Jacobs became DealerTracks Senior Vice President and Chief
Administrative Officer as of January 5, 2009. On March 2, 2009 Mr.
Jacobs also assumed the role of Chief Financial Officer and Treasurer.
In 2008 Mr. Jacobs served as DealerTracks Senior Vice President,
General Counsel and Secretary.(8)
    
    Mr. Trinders employment at DealerTrack ended as of January 5, 2009,
prior to the payment of bonuses for 2008.  - 19 -




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ALL OTHER COMPENSATION TABLE
  401(k)
    
    
    TaxName
    
    Year
    
    
    Match(1)
    
    
    Gross-Up
    
    
    Relocation
    
    
    Other
    
    
    TotalMark F. ONeil
    
    
    2008
    
    
    $
    6,750
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    6,7502007
    
    
    
    6,750
    
    
    
    
    
    
    
    
    
    
    
    3,919
    (4)
    
    
    10,6692006
    
    
    
    6,600
    
    
    
    
    
    
    
    
    
    
    
    3,199
    (4)
    
    
    9,799Robert J. Cox III
    
    
    2008
    
    
    
    6,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,7502007
    
    
    
    6,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,7502006
    
    
    
    6,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,500Eric D. Jacobs
    
    
    2008
    
    
    
    6,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,7502007
    
    
    
    6,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,7502006
    
    
    
    6,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,600Raj Sundaram
    
    
    2008
    
    
    
    5,893
    
    
    
    13,815
    (2)
    
    
    24,000
    (3)
    
    
    73,229
    (5)
    
    
    116,9372007
    
    
    
    5,852
    
    
    
    144,305
    (2)
    
    
    276,150
    (3)
    
    
    84,000
    (5)
    
    
    510,3072006
    
    
    
    5,686
    
    
    
    41,715
    (2)
    
    
    68,258
    (3)
    
    
    84,000
    (5)
    
    
    199,659David Trinder
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    55,000
    (6)
    
    
    
    
    
    
    55,0002006
    
    
    
    
    
    
    
    
    
    
    
    55,000
    (6)
    
    
    
    
    
    
    55,000
 (1)
    
    This column reports our matching contributions to the named
executives 401(k) savings account of up to 3.0% of salary, subject up
to the limitations imposed under IRS rules. These contributions vest
over a five year period.(2)
    
    This amount includes amounts reimbursed for the payment of taxes on
imputed income for Mr. Sundarams relocation expenses.(3)
    
    This amount includes relocation expenses paid by the company including
for 2008; (i) $10,000 temporary car allowance and (ii) $14,000
reimbursement for higher property taxes paid; for 2007: (i) $46,697
reimbursement for temporary housing, (ii) $15,000 temporary car
allowance, (iii) $14,000 reimbursement for higher property taxes paid,
(iv) $132,235 reimbursement of commissions and closing costs on the
sale of his existing home, and (v) $68,218 purchase of a new home near
company headquarters; and for 2006: (i) $35,258 reimbursement for
temporary housing, (ii) $20,000 temporary car allowance, and
(iii) $13,000 reimbursement for tuition payments forfeited due to his
relocation.(4)
    
    This amount represents the 15% discount received on shares purchased
through our employee stock purchase plan. This discount was available
to all employees.(5)
    
    This amount includes payments pursuant to Mr. Sundarams employment
agreement that are reimbursements for interest due on a loan from
Automotive Lease Guide (alg), LLC, his prior employer and the company
from which we purchased substantially all of the assets of ALG,
including in 2008, a $73,229 payment and in each of 2006 and 2007, an
$84,000 payment.(6)
    
    This amount represents an allowance paid through December 31, 2007 to
cover increased cost of living expenses due to the executives
relocation.  - 20 -




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##### Table of Contents



GRANTS OF PLAN-BASED AWARDS IN 2006
  All OtherOption
    
    
    
    
    
    
    GrantAwards;
    
    
    Exercise
    
    
    Date FairEstimated Future Payouts Under
    
    
    Number of
    
    
    or Base
    
    
    Value ofNon-Equity Incentive Plan
    
    
    Securities
    
    
    Price of
    
    
    Stock andGrant
    
    
    Awards (1)
    
    
    Underlying
    
    
    Option
    
    
    OptionName
    
    Date
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Options (2)
    
    
    Awards (3)
    
    
    Awards (4)Mark F. ONeil
    
    
    1/24/2008
    
    
    $
    315,000
    
    
    $
    420,000
    
    
    $
    882,000
    
    
    
    100,000
    
    
    $
    24.5
    
    
    $
    998,400Robert J. Cox III
    
    
    1/24/2008
    
    
    $
    129,825
    
    
    $
    173,100
    
    
    $
    320,234
    
    
    
    45,000
    
    
    $
    24.5
    
    
    $
    449,280Eric D. Jacobs
    
    
    1/24/2008
    
    
    $
    114,881
    
    
    $
    153,175
    
    
    $
    283,373
    
    
    
    45,000
    
    
    $
    24.5
    
    
    $
    449,280Raj Sundaram
    
    
    1/24/2008
    
    
    $
    114,881
    
    
    $
    153,175
    
    
    $
    268,056
    
    
    
    40,000
    
    
    $
    24.5
    
    
    $
    399,360David Trinder
    
    
    1/24/2008
    
    
    $
    114,881
    
    
    $
    153,175
    
    
    $
    268,056
    
    
    
    40,000
    
    
    $
    24.5
    
    
    $
    399,360
 (1)
    
    These columns show the potential value of the payout of the annual
cash incentive bonuses for 2008 performance for each named executive
officer if the minimum, target and maximum performance levels are
achieved. The potential payout is performance based and driven by
company and individual performance. The actual amount of the annual
cash incentive bonuses paid for 2008 performance is shown in the
Summary Compensation Table under the Non-Equity Plan Compensation
column.(2)
    
    This column shows the number of stock options granted in 2008 to the
named executive officers. These options vest as follows: 25% of the
shares subject to the option vest on the one year anniversary of the
date of grant, and 1/36th of the remaining shares subject to the
option vest each month thereafter, such that 100% of the shares
subject to the option will be fully vested four years after the date
of grant.(3)
    
    This column shows the exercise price for the stock options granted
during 2008. All option awards granted during 2008 were granted under
the DealerTrack Holdings, Inc. Second Amended and Restated 2005
Incentive Award Plan.(4)
    
    This column shows the grant date fair value of stock options computed
in accordance with SFAS 123(R) granted to the named executive officers
during 2008.  - 21 -




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR END
  EquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    Market orAwards:
    
    
    PayoutMarket
    
    
    Number of
    
    
    Value ofNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Value
    
    
    Unearned
    
    
    UnearnedSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    of Shares
    
    
    Shares,
    
    
    Shares,Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    or Units of
    
    
    or Units of
    
    
    Units or
    
    
    Units orUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock
    
    
    Stock That
    
    
    Stock That
    
    
    Other Rights
    
    
    Other RightsOption
    
    
    Options
    
    
    Options
    
    
    Exercise
    
    
    Expiration
    
    
    Award
    
    
    Have Not
    
    
    Have Not
    
    
    That Have
    
    
    That HaveName
    
    Grant Date
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Date
    
    
    Grant Date
    
    
    Vested (1)
    
    
    Vested (2)
    
    
    Not Vested (3)
    
    
    Not Vested (4)Mark F. ONeil
    
    
    1/16/2002
    
    
    
    164,941
    
    
    
    
    
    
    $
    3.12
    
    
    
    1/15/2012
    
    
    
    5/26/2005
    
    
    
    7,500
    
    
    $
    89,175
    
    
    
    
    
    
    
    1/30/2003
    
    
    
    197,452
    
    
    
    
    
    
    
    2.80
    
    
    
    1/29/2013
    
    
    
    1/27/2006
    
    
    
    17,500
    
    
    
    208,075
    
    
    
    
    
    
    
    5/3/2004
    
    
    
    7,501
    
    
    
    
    
    
    
    2.80
    
    
    
    2/13/2011
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    170,000
    
    
    $
    2,021,3005/3/2004
    
    
    
    235,000
    
    
    
    
    
    
    
    2.80
    
    
    
    5/2/2014
    
    
    
    2/6/2007
    
    
    
    30,000
    
    
    
    356,700
    
    
    
    
    
    
    
    8/18/2004
    
    
    
    167,000
    
    
    
    
    
    
    
    2.80
    
    
    
    8/17/2014
    
    
    
    8/8/2007
    
    
    
    7,500
    
    
    
    89,175
    
    
    
    
    
    
    
    5/26/2005
    
    
    
    111,977
    
    
    
    13,023
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/27/2006
    
    
    
    65,624
    
    
    
    24,376
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/6/2007
    
    
    
    18,333
    
    
    
    21,667
    
    
    
    28.73
    
    
    
    2/5/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/8/2007
    
    
    
    3,333
    
    
    
    6,667
    
    
    
    38.98
    
    
    
    8/7/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/24/2008
    
    
    
    
    
    
    
    100,000
    
    
    
    24.50
    
    
    
    1/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert J. Cox III
    
    
    1/16/2002
    
    
    
    25,781
    
    
    
    
    
    
    
    3.12
    
    
    
    1/15/2012
    
    
    
    5/26/2005
    
    
    
    2,500
    
    
    
    29,725
    
    
    
    
    
    
    
    1/30/2003
    
    
    
    18,620
    
    
    
    
    
    
    
    2.80
    
    
    
    1/29/2013
    
    
    
    1/27/2006
    
    
    
    6,000
    
    
    
    71,340
    
    
    
    
    
    
    
    5/3/2004
    
    
    
    11,697
    
    
    
    
    
    
    
    2.80
    
    
    
    6/26/2011
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    713,4005/3/2004
    
    
    
    35,000
    
    
    
    
    
    
    
    2.80
    
    
    
    5/02/2014
    
    
    
    2/6/2007
    
    
    
    9,000
    
    
    
    107,010
    
    
    
    
    
    
    
    8/18/2004
    
    
    
    65,000
    
    
    
    
    
    
    
    2.80
    
    
    
    8/17/2014
    
    
    
    8/8/2007
    
    
    
    3,750
    
    
    
    44,588
    
    
    
    
    
    
    
    5/26/2005
    
    
    
    44,791
    
    
    
    5,209
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/27/2006
    
    
    
    18,228
    
    
    
    6,772
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/6/2007
    
    
    
    5,499
    
    
    
    6,501
    
    
    
    28.73
    
    
    
    2/5/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/8/2007
    
    
    
    1,666
    
    
    
    3,334
    
    
    
    38.98
    
    
    
    8/7/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/24/2008
    
    
    
    
    
    
    
    45,000
    
    
    
    24.50
    
    
    
    1/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric D. Jacobs
    
    
    5/15/2002
    
    
    
    26,250
    
    
    
    
    
    
    
    2.80
    
    
    
    5/14/2012
    
    
    
    5/26/2005
    
    
    
    2,500
    
    
    
    29,725
    
    
    
    
    
    
    
    1/30/2003
    
    
    
    9,753
    
    
    
    
    
    
    
    2.80
    
    
    
    1/29/2013
    
    
    
    1/27/2006
    
    
    
    5,000
    
    
    
    59,450
    
    
    
    
    
    
    
    1/30/2004
    
    
    
    45,000
    
    
    
    
    
    
    
    2.80
    
    
    
    1/29/2014
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    594,5008/18/2004
    
    
    
    50,000
    
    
    
    
    
    
    
    2.80
    
    
    
    8/17/2014
    
    
    
    2/6/2007
    
    
    
    6,750
    
    
    
    80,258
    
    
    
    
    
    
    
    5/26/2005
    
    
    
    44,791
    
    
    
    5,209
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    8/8/2007
    
    
    
    3,750
    
    
    
    44,588
    
    
    
    
    
    
    
    1/27/2006
    
    
    
    14,583
    
    
    
    5,417
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/6/2007
    
    
    
    4,124
    
    
    
    4,876
    
    
    
    28.73
    
    
    
    2/5/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/8/2007
    
    
    
    1,666
    
    
    
    3,334
    
    
    
    38.98
    
    
    
    8/7/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/24/2008
    
    
    
    
    
    
    
    45,000
    
    
    
    24.50
    
    
    
    1/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Raj Sundaram
    
    
    5/26/2005
    
    
    
    22,395
    
    
    
    2,605
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    1/27/2006
    
    
    
    2,500
    
    
    
    29,725
    
    
    
    
    
    
    
    1/27/2006
    
    
    
    7,291
    
    
    
    2,709
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    11/2/2006
    
    
    
    5,000
    
    
    
    59,450
    
    
    
    
    
    
    
    11/2/2006
    
    
    
    10,416
    
    
    
    9,584
    
    
    
    25.39
    
    
    
    11/1/2016
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    416,1502/6/2007
    
    
    
    4,124
    
    
    
    4,876
    
    
    
    28.73
    
    
    
    2/5/2017
    
    
    
    2/6/2007
    
    
    
    6,750
    
    
    
    80,258
    
    
    
    
    
    
    
    8/8/2007
    
    
    
    1,666
    
    
    
    3,334
    
    
    
    38.98
    
    
    
    8/7/2014
    
    
    
    8/8/2007
    
    
    
    3,750
    
    
    
    44,588
    
    
    
    
    
    
    
    1/24/2008
    
    
    
    
    
    
    
    40,000
    
    
    
    24.50
    
    
    
    1/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David Trinder
    
    
    1/30/2004
    
    
    
    8,334
    
    
    
    
    
    
    
    2.80
    
    
    
    1/29/2014
    
    
    
    5/26/2005
    
    
    
    1,250
    
    
    
    14,863
    
    
    
    
    
    
    
    7/01/2004
    
    
    
    3,000
    
    
    
    
    
    
    
    2.80
    
    
    
    7/20/2014
    
    
    
    1/27/2006
    
    
    
    4,500
    
    
    
    53,505
    
    
    
    
    
    
    
    8/18/2004
    
    
    
    10,000
    
    
    
    
    
    
    
    2.80
    
    
    
    8/17/2014
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    416,1505/26/2005
    
    
    
    31,353
    
    
    
    3,647
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    2/6/2007
    
    
    
    6,750
    
    
    
    80,258
    
    
    
    
    
    
    
    1/27/2006
    
    
    
    13,124
    
    
    
    4,876
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    8/8/2007
    
    
    
    3,750
    
    
    
    44,588
    
    
    
    
    
    
    
    2/6/2007
    
    
    
    4,124
    
    
    
    4,876
    
    
    
    28.73
    
    
    
    2/5/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/8/2007
    
    
    
    1,666
    
    
    
    3,334
    
    
    
    38.98
    
    
    
    8/7/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/24/2008
    
    
    
    
    
    
    
    40,000
    
    
    
    24.50
    
    
    
    1/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    These awards vest in four equal annual installments from date of grant.(2)
    
    The market value is based on the closing price of our common stock as
of December 31, 2008, which was $11.89.  - 22 -




---



##### Table of Contents



(3)
    
    These are performance based restricted common stock awards that vest
in full on January 31, 2010, provided that the executive officer
remains employed on such date. The amount that will vest at such time
is subject to the achievement of certain pre-established performance
goals for fiscal years 2007, 2008 and 2009. These performance goals
are equally based on both our earnings before interest, taxes,
depreciation and amortization, as adjusted, or EBITDA, and market
capitalization, in each case as measured on the last day of the fiscal
year. The company met its performance goals for fiscal year 2007
related to both EBITDA and market capitalization but did not meet its
performance goals for fiscal year 2008 for either EBITDA or market
capitalization.(4)
    
    The market value is based on the closing price of our common stock as
of December 31, 2008, which was $11.89, without taking any discounts
and assuming that targets are achieved (EBITDA and market cap). Option Vesting Schedule
  VestingStock Option Grant Date
    
    ScheduleJanuary 30, 2003
    
    The vesting commencement date was January 1, 2003.January 30, 2004
    
    10,000 options vested immediately for Mr. Jacobs,
the remaining 60,000 began vesting on January 1,
2004.May 3, 2004
    
    14,609 of Mr. Coxs options were immediately
vested. Of the remaining 41,016 options, 6,016
vested in 14 equal monthly installments ending on
June 27, 2005 and the remaining 35,000 options had
a vesting commencement date of January 1, 2004.
152,462 of Mr. ONeils options were immediately
vested. Of the remaining 262,491, 37,491 vested in
10 equal monthly installments ending on February
14, 2005 and the remaining 225,000 had a vesting
commencement date of January 1, 2004.
 OPTION EXERCISES AND STOCK VESTED IN FISCAL 2008
 Option Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value Realized onName
    
    Acquired on Exercise
    
    
    On Exercise
    
    
    Acquired on Vesting
    
    
    Vesting (7)Mark F. ONeil
    
    
    
    
    
    $
    
    
    
    
    28,750
    (2)
    
    $
    641,750Robert J. Cox III
    
    
    
    
    
    
    
    
    
    
    9,750
    (3)
    
    
    214,780Eric D. Jacobs
    
    
    
    
    
    
    
    
    
    
    8,500
    (4)
    
    
    185,278Raj Sundaram
    
    
    
    
    
    
    
    
    
    
    7,250
    (5)
    
    
    129,353David Trinder
    
    
    15,000
    (1)
    
    
    138,231
    
    
    
    7,000
    (6)
    
    
    152,873
 (1)
    
    Mr. Trinder exercised 10,000 stock options on
December 8, 2008 and 5,000 stock options on
December 9, 2008 with an exercise price of
$2.80. The closing prices on these dates
were $11.89 and $12.25 respectively.  - 23 -




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##### Table of Contents



(2)
    
    These Shares vested upon the lapse of restricted common
stock. 8,750 shares lapsed on January 27, 2008, 10,000 shares
on February 6, 2008, 7,500 shares on May 26, 2008, and 2,500
shares on August 8, 2008.(3)
    
    These Shares vested upon the lapse of restricted common
stock. 3,000 shares lapsed on January 27, 2008 and February
6, 2008, 2,500 shares on May 26, 2008, and 1,250 shares on
August 8, 2008.(4)
    
    These Shares vested upon the lapse of restricted common
stock. 2,500 shares lapsed on January 27, 2008 and May 26,
2008, 2,250 shares on February 6, 2008, and 1,250 shares on
August 8, 2008.(5)
    
    These Shares vested upon the lapse of restricted common
stock. 1,250 shares lapsed on January 27, 2008 and August 8,
2008, 2,250 shares on February 6, 2008, and 2,500 shares on
November 2, 2008.(6)
    
    These Shares vested upon the lapse of restricted common
stock. 2,250 shares lapsed on January 27, 2008 and February
6, 2008, and 1,250 shares on May 26, 2008 and August 8, 2008.(7)
    
    The closing prices of our common stock were $23.92 on January
25, 2008, $23.39 on February 6, 2008, $21.14 on May 26, 2008,
$16.00 on August 8, 2008 and $10.73 on October 31, 2008. NON-QUALIFED DEFERRED COMPENSATION
   - 24 -




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##### Table of Contents



POTENTIAL PAYMENTS UPON TERMINATION
  Base
    
    
    Short-Term
    
    
    Performance
    
    
    Stock
    
    
    Restricted
    
    
    Health
    
    
    280G TaxName
    
    Salary (1)
    
    
    Incentives (2)
    
    
    Shares (3)
    
    
    Options (4)
    
    
    Stock (5)
    
    
    Care (6)
    
    
    Gross-Up
    
    
    TotalMark F. ONeilInvoluntary or
Good
Reason Termination
    
    $
    525,000
    
    
    $
    420,000
    
    
    
    
    
    
    $
    
    
    
    $
    594,500
    
    
    $
    17,840
    
    
    
    
    
    
    $
    1,557,340Death or
Disability
    
    
    525,000
    
    
    
    420,000
    
    
    
    1,429,700
    
    
    
    
    
    
    
    89,175
    
    
    
    17,840
    
    
    
    
    
    
    
    2,481,715Change In
Control
    
    
    1,050,000
    
    
    
    420,000
    
    
    
    2,021,300
    
    
    
    
    
    
    
    743,125
    
    
    
    17,840
    
    
    
    
    
    
    
    4,252,265Robert J. Cox III
(7)Involuntary or
Good
Reason Termination
    
    
    288,500
    
    
    
    173,100
    
    
    
    
    
    
    
    
    
    
    
    202,130
    
    
    
    15,882
    
    
    
    
    
    
    
    679,612Death or
Disability
    
    
    288,500
    
    
    
    173,100
    
    
    
    504,600
    
    
    
    
    
    
    
    29,725
    
    
    
    15,882
    
    
    
    
    
    
    
    1,011,807Change In
Control
    
    
    577,000
    
    
    
    173,100
    
    
    
    713,400
    
    
    
    
    
    
    
    252,663
    
    
    
    15,882
    
    
    
    466,926
    
    
    
    2,198,971Eric D. JacobsInvoluntary or
Good
Reason Termination
    
    
    278,500
    
    
    
    153,175
    
    
    
    
    
    
    
    
    
    
    
    172,405
    
    
    
    15,882
    
    
    
    
    
    
    
    619,962Death or
Disability
    
    
    278,500
    
    
    
    153,175
    
    
    
    420,500
    
    
    
    
    
    
    
    29,725
    
    
    
    15,882
    
    
    
    
    
    
    
    897,782Change In
Control
    
    
    557,000
    
    
    
    153,175
    
    
    
    594,500
    
    
    
    
    
    
    
    214,020
    
    
    
    15,882
    
    
    
    
    
    
    
    1,534,577Raj SundaramInvoluntary or
Good
Reason Termination
    
    
    278,500
    
    
    
    153,175
    
    
    
    
    
    
    
    
    
    
    
    172,405
    
    
    
    18,083
    
    
    
    
    
    
    
    622,163Death or
Disability
    
    
    278,500
    
    
    
    153,175
    
    
    
    294,350
    
    
    
    
    
    
    
    
    
    
    
    18,083
    
    
    
    
    
    
    
    744,108Change In
Control
    
    
    557,000
    
    
    
    153,175
    
    
    
    416,150
    
    
    
    
    
    
    
    214,020
    
    
    
    18,083
    
    
    
    
    
    
    
    1,358,428David Trinder (8)Involuntary or
Good
Reason Termination
    
    
    278,500
    
    
    
    153,175
    
    
    
    
    
    
    
    
    
    
    
    151,598
    
    
    
    17,840
    
    
    
    
    
    
    
    601,113Death or
Disability
    
    
    278,500
    
    
    
    153,175
    
    
    
    294,350
    
    
    
    
    
    
    
    14,863
    
    
    
    17,840
    
    
    
    
    
    
    
    758,728Change In
Control
    
    
    557,000
    
    
    
    153,175
    
    
    
    416,150
    
    
    
    
    
    
    
    193,213
    
    
    
    17,840
    
    
    
    
    
    
    
    1,337,378
 (1)
    
    12 months base salary continuation calculated based on the salary in
effect on the date of termination if terminated without cause, death
or disability, or by executive for good reason. If termination is
without cause or by executive for good reason within 12 months of a
change in control, executive will receive 24 months of base salary
continuation. Severance will cease if the executive violates the
non-compete provision of his employment agreement.  - 25 -




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##### Table of Contents



(2)
    
    A pro-rata bonus payment calculated based on the number of days during
the fiscal year through the date of termination, applied to
executives target bonus.(3)
    
    The Death or Disability amounts represent accelerated vesting of a
pro-rata portion of the performance shares awarded in August 2006. The
Change of Control amounts represent full vesting of the performance
shares. Value is based on $11.89, the closing price of our common
stock on December 31, 2008.(4)
    
    Named executive officers are eligible for acceleration of the vesting
of certain of such officers outstanding stock options upon
termination under certain circumstances, including involuntary
termination or resignation for good reason. However, as of December
31, 2008, the closing price of our common stock was $11.89, which was
lower than the exercise price of any options eligible for
acceleration.(5)
    
    The Involuntary or Good Reason Termination amounts represent two years
acceleration of the vesting of the named executive officers
restricted common stock. The Death or Disability and Change of Control
amounts represent full vesting of the named executive officers
restricted common stock granted prior to our initial public offering
in 2005. Value is based on $11.89, the closing price of our common
stock on December 31, 2008.(6)
    
    Represents the reimbursement of premiums otherwise payable by
executive pursuant to COBRA for a period of 12 months.(7)
    
    Mr. Coxs employment with DealerTrack ended as of March 2, 2009. Mr.
Coxs separation agreement provided for a one-time cash lump sum
severance payment of $288,500, representing one year of base salary;
and an additional one-time cash severance payment of $159,252,
representing 75% percent of his target bonus for 2008 plus his target
bonus for 2009, pro rated for the number of days worked in 2009. Mr.
Cox also received accelerated vesting of certain of his equity awards.
He is also eligible to receive reimbursement of health care premiums
totaling $17,840.(8)
    
    Mr. Trinders employment with DealerTrack ended as of January 5, 2009.
Mr. Trinders separation agreement provided for a one-time cash lump
sum severance payment of $278,500, representing one year of base
salary; and an additional one-time cash severance payment of $153,175,
representing his target bonus for 2008. Mr. Trinder also received
accelerated vesting of certain of his equity awards. He is also
eligible to receive reimbursement of health care premiums totaling
$17,840. Compensation Committee Interlocks and Insider Participation
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##### Table of Contents



Employment Agreements with Named Executive Officers
  
    
    The initial term of employment ended on August 8, 2008 and was automatically renewed according
to its terms, Each agreement will continue automatically to be extended for additional one-year
periods unless either party notifies the other of non-extension at least 60 days prior to the
end of a term.
    
    The annual base salary for 2009 and 2008 for each of the named executive officers is as follows:
 2009
    
    
    2008Mark F. ONeil
    
    $
    497,227
    (1)
    
    $
    525,000Robert J. Cox III
    
    $
    288,500
    (2)
    
    $
    288,500Eric D. Jacobs
    
    $
    263,767
    (1)
    
    $
    278,500Raj Sundaram
    
    $
    263,767
    (1)
    
    $
    278,500David Trinder
    
    $
    278,500
    (3)
    
    $
    278,500
 (1)
    
    None of DealerTracks named
executive officers received an
increase in base salary from
2008 to 2009. As of April 16,
2009 DealerTrack instituted a
company-wide decrease in base
salary for the rest of 2009 for
all officers and employees. The
amounts set forth reflect the
officers base salaries as in
effect following the 5.29%
decrease, which took effect
April 16, 2009.(2)
    
    Mr. Coxs employment with
DealerTrack ended as of March
2, 2009, prior to the
company-wide base salary
decrease.(3)
    
    Mr. Trinders employment with
DealerTrack ended as of January
5, 2009, prior to the
company-wide base salary
decrease. 
    
    Each named executive officer is
eligible to receive an annual
performance-based cash bonus.
Each year, the amount of such
bonus, if any, is determined
based upon our performance
relative to certain performance
benchmark targets as described
above under Annual Incentive
Bonus.
    
    Each named executive officer is
prohibited from competing with
us or soliciting our employees
or customers during the term of
his employment and for a period
of two years thereafter, and
from disclosing our
confidential or proprietary
information indefinitely.
  - 27 -




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##### Table of Contents




    
    In the event that a named executive officers employment is terminated by us without cause, death or
disability, or by the executive for good reason, the named executive officer will be entitled to continue to
participate in our health and welfare benefit plans for a period of one year following termination and to continue to be paid
his base salary for a period of one year following termination. Additionally, the named executive officer shall be entitled to
receive a pro rata annual bonus based on the percentage of the year worked through the date of termination. Notwithstanding the
foregoing, in no event will any named executive officer be entitled to receive any such payment or benefits after he or she violates any
non-compete, non-disclosure or non-solicit covenant. Cause means any of the following: (i) the executive officers conviction for a felony, commission
of fraud or embezzlement upon us; (ii) the executive officers commission of any willful act intended to injure our reputation, business, or business
relationships; (iii) the refusal or failure to perform his duties with us in a competent and professional manner (in certain cases, with a cure period
of ten business days); or (iv) the refusal or failure of the executive officer to comply with any of his material obligations under his employment agreement
(in certain cases, with a cure period of ten business days). Good reason means any of the following: (i) a material breach by us of an executive
officers employment agreement or in connection with our stock incentive plans (which has not been cured within the allotted time); (ii)
a material reduction of an executive officers title or duties or the assignment to the officer of any duties materially inconsistent with
his or her then current position; (iii) any material reduction in the executive officers salary or benefits; (iv) the failure of
any successor entity to assume the terms of the executive officers employment agreement upon a change of control; or (v) relocation of
the officers location a distance of at over fifty miles; or (vi) if we do not renew the executive officers employment agreement upon its expiration.
  
    
    A monthly payment equal to 1 / 12 of $1,200,000 multiplied by the
prime interest rate plus 1%, up to a maximum rate of 7% until the note
described in the subsequent bullet point is issued.
  - 28 -




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##### Table of Contents




    
    Eligibility to receive additional compensation payable in the form of
a note based on the fiscal performance of certain data products. The
note, when and if issued, will accrue interest monthly and is payable
in full on June 30, 2010, although it can be prepaid at any time at
our option.
    
    A separate Unfair Competition and Nonsolicitation Agreement in which
he agreed not to solicit from or compete with our ALG business for a
period of ten years from May 25, 2005.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 EQUITY COMPENSATION PLAN INFORMATION
  Number ofSecuritiesRemainingAvailableNumber of
    
    
    
    
    
    
    for FutureSecurities
    
    
    
    
    
    
    Issuanceto be Issued Upon
    
    
    
    
    
    
    Under EquityExercise of
    
    
    Weighted-Average
    
    
    CompensationOutstanding
    
    
    Exercise Price of
    
    
    PlansOptions,
    
    
    Outstanding
    
    
    (ExcludingWarrants and
    
    
    Options, Warrants
    
    
    SecuritiesRights
    
    
    and Rights
    
    
    in Column a)(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved
by stockholdersStock option plans (1)
    
    
    4,733,349
    
    
    $
    16.06
    
    
    
    1,559,9962005 Employee Stock Purchase Plan
    
    
    
    
    
    
    N/A
    
    
    
    1,275,072Equity compensation plans not
approved by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,733,349
    
    
    $
    16.06
    
    
    
    2,835,068
 (1)
    
    Consists of the 2001 Stock Option Plan and the Amended and Restated 2005 Incentive Award Plan.  - 29 -




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##### Table of Contents

31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Number of Shares
    
    
    PercentShares
    
    Beneficially Owned
    
    
    OwnedMark F. ONeil (1)
    
    
    1,161,012
    
    
    
    2.84
    %Robert J. Cox III (2)
    
    
    282,159
    
    
    
    *Eric D. Jacobs (3)
    
    
    308,531
    
    
    
    *Raj Sundaram (4)
    
    
    186,080
    
    
    
    *David Trinder (5)
    
    
    131,474
    
    
    
    *James Foy (6)
    
    
    4,888
    
    
    
    *Mary Cirillo-Goldberg (7)
    
    
    143,162
    
    
    
    *Ann B. Lane (8)
    
    
    20,328
    
    
    
    *John J. McDonnell, Jr. (9)
    
    
    57,327
    
    
    
    *James David Power III (10)
    
    
    76,578
    
    
    
    *Howard L. Tischler (11)(14)
    
    
    62,328
    
    
    
    *Barry Zwarenstein (12)
    
    
    19,453
    
    
    
    *All current directors and current executive officers as a group (13 persons)(13)
    
    
    2,366,594
    
    
    
    5.71
    %First Advantage Corporation and related entities (14)
    
    
    2,553,824
    
    
    
    6.38
    %FMR LLC (15)
    
    
    6,088,212
    
    
    
    15.21
    %Barclays Global Investors, N.A.(16)
    
    
    2,409,570
    
    
    
    6.02
    %Wasatch Advisors, Inc. (17)
    
    
    2,891,466
    
    
    
    7.22
    %
 *
    
    Indicates less than 1%(1)
    
    Includes 833,143 shares which Mr. ONeil has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options. Also includes
213,750 shares of restricted common stock and 80,000
restricted stock units.(2)
    
    Includes 282,159 shares which Mr. Cox has the right
to acquire within 60 days after April 15, 2009 upon
the exercise of stock options.(3)
    
    Includes 212,209 shares which Mr. Jacobs has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options. Also includes
63,250 shares of restricted common stock and 30,000
restricted stock units.(4)
    
    Includes 67,123 shares which Mr. Sundaram has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options. Also includes
49,500 shares of restricted common stock and 30,000
restricted stock units.(5)
    
    Includes 116,294 shares which Mr. Trinder has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options.(6)
    
    Includes 4,888 shares of restricted common stock.(7)
    
    Includes 56,250 shares which Ms. Cirillo-Goldberg
has the right to acquire within 60 days after
April 15, 2009 upon the exercise of stock options
and 7,995 shares of restricted common stock.(8)
    
    Includes 10,000 shares which Ms. Lane has the right
to acquire within 60 days after April 15, 2009 upon
the exercise of stock options. Also includes
6,828 shares of restricted common stock.(9)
    
    Includes 10,000 shares which Mr. McDonnell has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options. Also includes
7,995 shares of restricted common stock.(10)
    
    Includes 56,250 shares which Mr. Power has the right
to acquire within 60 days after April 15, 2009 upon
the exercise of stock options and 7,995 shares of
restricted common stock.  - 30 -




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##### Table of Contents



(11)
    
    Includes 40,000 shares which Mr. Tischler has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options and 7,995 shares
of restricted common stock.(12)
    
    Includes 10,000 shares which Mr. Zwarenstein has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options. Also includes
6,828 shares of restricted common stock.(13)
    
    Includes 1,437,566 shares which this group has the
right to acquire within 60 days after April 15, 2009
upon the exercise of stock options, 477,024 shares
of restricted common stock and 210,000 restricted
stock units.(14)
    
    The shares shown as beneficially owned by First
Advantage Corporation consist of 2,553,824 shares of
common stock held by FADV CMSI, Inc. (f/k/a Credit
Management Solutions, Inc.) (CMSI), a direct,
wholly-owned subsidiary of First Advantage
Corporation (FADV). FADV is a direct,
majority-owned subsidiary of FADV Holdings LLC
(Holdings). Holdings is owned by The First
American Corporation (First American), First
American Real Estate Solutions LLC (FARES) and
First American Real Estate Information Services,
Inc. (FAREISI) as holders of 62.59%, 36.28% and
1.12%, respectively. FAREISI is a direct, wholly
owned subsidiary of First American. First American
owns 80% of FARES. FADV, First American, Holdings,
FAREISI and FARES may be deemed to beneficially own
CMSIs shares of common stock. FADV, First American,
Holdings, FAREISI and FARES disclaim beneficial
ownership of the shares of common stock held by
CMSI. The shares shown as beneficially owned by CMSI
were reported in its Amendment No. 4 to Schedule 13G
filed with the SEC on April 3, 2009. Its address is
100 Carillon Parkway, St. Petersburg, FL 33716. Mr.
Tischler served as Group President of First
Advantage Dealer Services, an affiliate of CMSI,
until December 2008. Mr. Tischler disclaims
beneficial ownership of these shares except to the
extent of his pecuniary interest therein.(15)
    
    The shares shown as beneficially owned by FMR LLC
were reported in its Amendment No. 5 to Schedule 13G
filed with the SEC on February 17, 2009. Its address
is 82 Devonshire Street, Boston, Massachusetts
02109.(16)
    
    The shares shown as beneficially owned by Barclays
Global Investors were reported in its Schedule 13G
filed with the SEC on February 5, 2009. Its address
is 400 Howard Street, San Francisco, CA 94105.(17)
    
    The shares shown as beneficially owned by Wasatch
Advisors, Inc. and related entities were reported in
its Schedule 13G filed with the SEC on February 17,
2009. Its address is 150 Social Hall Avenue, Salt
Lake City, Utah 84111.  - 31 -




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
 DIRECTOR INDEPENDENCE
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Policies and Procedures With Respect to Related Party Transactions
  Transactions with Other Five Percent Stockholders
 First American Credit Management Solutions, Inc.
 Current Equity Ownership.
 Joint Marketing Agreement.
  CreditReportPlus Agreement.
 CMSI Agreements.
 Non-Competition Agreement.
 Bar None Agreement.
  - 32 -




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##### Table of Contents



Director.
 Registration Rights
  
    
    An unlimited number of piggyback registrations pursuant to which we
are required to register sales of a holders shares under the
Securities Act when we undertake a public offering either on our own
behalf or on behalf of another stockholder, subject to the discretion
of the managing underwriter of the offering to decrease the amount
that holders may register, with priority given, in the case of a
public offering undertaken on our own behalf, first to the shares to
be sold by us, then to shares to be sold by the holders exercising
these piggyback registration rights and then to all other shares and,
in the case of a public offering on behalf of another stockholder,
first to the shares to be sold by such stockholder, then to shares to
be sold by us, and then to all other shares;
    
    Two demand registrations pursuant to which we are required to register
sales of a holders shares under the Securities Act that would result
in aggregate net proceeds of at least $30,000,000, subject to certain
rights to delay up to 180 days the filing or effectiveness of any such
registration statements; and
    
    One registration on Form S-3 (or equivalent short-form registration
statement) per year pursuant to which we are required to register
sales of a holders shares under the Securities Act, subject to the
aggregate market value (at the time of a holders request) of the
 shares registered by such holder being no less than $5,000,000.
  Earn Out Provision
   - 33 -




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##### Table of Contents



Item 14. Principal Accountant Fees and Services.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2008
    
    
    2007Audit fees (1) :
    
    $
    1,098,565
    
    
    $
    1,130,030Audit-related fees (2) :
    
    
    288,102
    
    
    
    57,500Tax fees (3) :
    
    
    
    
    
    
    All other fees (4) :
    
    
    1,500
    
    
    
    1,500Total:
    
    $
    1,388,167
    
    
    $
    1,189,030
 (1)
    
    Audit fees consisted of audit work performed on our consolidated financial
statements, as well as work normally performed by the independent registered
public accounting firm in connection with statutory and regulatory filings.(2)
    
    Audit-related fees consisted of audits of our employee benefit plan, as well as
due diligence work related to potential acquisitions.(3)
    
    Tax fees are fees associated with tax compliance.(4)
    
    All other fees for 2008 are related to the licensing of certain software from PwC.All of the audit-related, tax and all other services provided by PwC to us in
2008 and 2007 were approved by the Audit Committee by means of specific
pre-approvals or pursuant to the procedures contained in the pre-approval
policies and procedures established by the Audit Committee. 
 PART IV
 
 Item 15. Exhibits
 1 5(a)(3) Exhibits
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SIGNATURE
   DealerTrack Holdings, Inc.
(Registrant)By:
    /s/  Eric D. JacobsEric D. JacobsSenior Vice President, Chief
Administrative Officer,
Chief Financial Officer and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)  - 35 -




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Description3.1
    (4)
    
    Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.3.2
    (4)
    
    Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.4.1
    (1)
    
    Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among
DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto.4.2
    (3)
    
    Form of Certificate of Common Stock.10.1
    (2)
    
    Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack
Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management
Solutions, Inc. and First American Real Estate Solutions, LLC.10.2
    (2)
    
    Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings,
Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First
American Real Estate Solutions, LLC.10.3
    (2)
    
    First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc.,
DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First
American Real Estate Solutions, LLC, dated as of December 1, 2004.10.4
    (2)
    
    Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.10.5
    (2)
    
    Application Service Provider Contract, dated as of April 15, 2005, between First American
Credit Management Solutions, Inc. and DealerTrack, Inc.10.6
    (2)
    
    Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings,
Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First
American Corporation.10.7
    (2)
    
    License Agreement, made and entered into as of February 1, 2001, by and between The Chase
Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.10.8
    (2)
    
    Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition
Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc.,
Douglas W. Aiken, John A. Blair and Raj Sundaram.10.9
    (11)
    
    Amended and Restated Senior Executive Employment Agreement, dated as of August 8, 2007, by
and between Mark F. ONeil and DealerTrack Holdings, Inc.10.10
    +
    
    Amendment No. 1 To Amended and Restated Senior Executive Employment Agreement, dated
December 31, 2008, by and between Mark F. ONeil and DealerTrack Holdings, Inc.10.11
    +
    
    Amended and Restated Senior Executive Employment Agreement, dated as of August 8, 2007, by
and between David Trinder and DealerTrack Holdings, Inc.10.12
    +
    
    Amendment No. 1 To Amended and Restated Senior Executive Employment Agreement, dated
December 31, 2008, by and between David Trinder and DealerTrack Holdings, Inc.10.13
    (11)
    
    Amended and Restated Senior Executive Employment Agreement, dated as of August 8, 2007, by
and between Eric D. Jacobs and DealerTrack Holdings, Inc.10.14
    +
    
    Amendment No. 1 To Amended and Restated Senior Executive Employment Agreement, dated
December 31, 2008, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.10.15
    (11)
    
    Amended and Restated Senior Executive Employment Agreement, dated as of August 8, 2007, by
and between Raj Sundaram and DealerTrack Holdings, Inc.10.16
    +
    
    Amendment No. 1 To Amended and Restated Senior Executive Employment Agreement, dated
December 31, 2008, by and between Raj Sundaram and DealerTrack Holdings, Inc.10.17
    (9)
    
    Letter Agreement, dated October 23, 2006, from DealerTrack, Inc. to Raj Sundaram regarding
relocation.10.18
    (9)
    
    Unfair Competition and Nonsolicitation Agreement, dated as of May 25, 2005, by and between
Raj Sundaram and Automotive Lease Guide (alg), Inc.10.19
    (9)
    
    Amendment No. 1 to Unfair Competition and Nonsoliciation Agreement, made as of August 21,
2006, by and between Automotive Lease Guide (alg), Inc. and Raj Sundaram.10.20
    (11)
    
    Amended and Restated Senior Executive Employment Agreement, dated as of August 8, 2007, by
and between Robert Cox and DealerTrack Holdings, Inc.
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##### Table of Contents



Number
    
    Description10.21
    +
    
    Amendment No. 1 To Amended and Restated Senior Executive Employment Agreement, dated
December 31, 2008, by and between Robert Cox and DealerTrack Holdings, Inc.10.22
    (1)
    
    2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.10.23
    (1)
    
    First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of
December 28, 2001.10.24
    (1)
    
    Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of
March 19, 2003.10.25
    (1)
    
    Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of
January 30, 2004.10.26
    (6)
    
    Fourth Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc. effective as of
February 10, 2006.10.27
    (10)
    
    Second Amended and Restated 2005 Incentive Award Plan, effective as of June 3, 2008.10.28

(8)
    
    Amendment to Asset Purchase Agreement, dated October 18, 2006, by and among Santa
Acquisition Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg)
Canada, Inc., Douglas W. Aiken, John A. Blair and Raj Sundaram.10.29

(5)
    
    Form of Stock Option Agreement.10.30

(5)
    
    Form of Restricted Stock Agreement.10.31
    +
    
    Form of Restricted Stock Unit Agreement.10.32
    (1)
    
    Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.10.33

(9)
    
    Stock Ownership and Retention Program, adopted May 26, 2005.10.34
    (1)
    
    Employee Stock Purchase Plan, adopted May 26, 2005.10.35
    (1)
    
    Directors Deferred Compensation Plan, effective as of June 30, 2005.10.36

(11)
    
    First Amendment to DealerTrack Holdings, Inc. Directors Deferred Compensation Plan
effective as of January 1, 2007.10.37
    (1)
    
    Employees Deferred Compensation Plan, effective as of June 30, 2005.10.38

(11)
    
    First Amendment to DealerTrack Holdings, Inc. Employees Deferred Compensation Plan
effective as of January 1, 2007.10.39
    (1)
    
    401(k) Plan, effective as of January 1, 2001, as amended.10.40

(2)
    
    Lease Agreement, dated as of August 5, 2004, between iPark Lake Success, LLC and
DealerTrack, Inc.
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##### Table of Contents



Number
    
    Description10.41
    (4)
    
    Lender Integration Support Agreement, dated as of
September 1, 2005, between First American CMSI Inc.
and DealerTrack, Inc.10.42
    (7)
    
    Shares Purchase Agreement, made as of January 16,
2007, among certain shareholders of Curomax
Corporation and all of the shareholders of 2044904
Ontario Inc., 2044903 Ontario Inc. and 2044905
Ontario Inc. and 6680968 Canada Inc.14.1
    (7)
    
    Code of Business Conduct and Ethics.21.1
    +
    
    List of Subsidiaries.23.1
    +
    
    Consent of PricewaterhouseCoopers LLP.31.1
    +
    
    Certification of Mark F. ONeil pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    +
    
    Certification of Robert J. Cox III pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.3
    *
    
    Certification of Mark F. ONeil pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.4
    *
    
    Certification of Eric D. Jacobs pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    +
    
    Certification of Mark F. ONeil and Robert J.
Cox III pursuant 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 *
    
    Filed herewith.+
    
    Previously filed with our Annual Report on Form 10-K filed on February 24, 2009.(1)
    
    Incorporated by reference to our Registration Statement on Form S-1 (File
No. 333-126944) filed July 28, 2005.(2)
    
    Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1
(File No. 333-126944) filed September 22, 2005.(3)
    
    Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1
(File No. 333-126944) filed October 12, 2005.(4)
    
    Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1
(File No. 333-126944) filed October 24, 2005.(5)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q filed May 12, 2006.(6)
    
    Incorporated by reference to our Annual Report on Form 10-K filed March 30, 2006.(7)
    
    Incorporated by reference to our Current Report on Form 8-K dated January 16, 2007
filed January 18, 2007.(8)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q filed November 14, 2006.(9)
    
    Incorporated by reference to our Annual Report on Form 10-K filed March 16, 2007.(10)
    
    Incorporated by reference to Exhibit I to our Definitive Proxy Statement, filed on April 29, 2008.(11)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q filed August 9, 2007.  - 38 -