Exhibit 10.6


ADESA, INC.


CHANGE IN CONTROL AGREEMENT


THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”),
entered into this 21st day of December, 2006 (the “Effective Date”), by
and between ADESA, INC., a Delaware corporation (the “Company”), and [                       ]
(the “Executive”).


W I T N E S S E T H:


WHEREAS, the Company desires to (i) enable the
Executive to devote the Executive’s full attention to management
responsibilities and, when faced with a possible Change in Control, to help the
Board assess options and advise as to the best interest of the Company and its
stockholders without being influenced by the uncertainties of the Executive’s
own situation, and (ii) demonstrate to the Executive the interest of the
Company in the Executive’s well-being and fair treatment in the event of a
Change in Control; and


WHEREAS, the Company desires to assure the
Executive that the Executive will receive certain benefits following a Change
in Control of the Company, subject to the terms and conditions set forth in
this Agreement;


NOW, THEREFORE, in consideration of the premises and of the
mutual promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Executive agree as follows:


1.             Definitions.  As used herein, the following
words and phrases shall have the following meanings:


(a)           Affiliate.  The term “Affiliate” shall
have the meaning set forth in Rule 12b-2 of the regulations promulgated under
the Securities Exchange Act of 1934, as amended, or any successor law.


(b)           Annual Bonus.  The
term “Annual Bonus” shall mean an amount equal to the Executive’s annual cash
bonus which would have been payable under the Company’s annual incentive
program in which the Executive participates (i) immediately prior to the Change
in Control had the Executive continued in employment until the end of the
fiscal year of the Employer in which the Change in Control occurs and had cash
bonuses been payable at “target” levels for such year, or (ii) if greater, as
of the Termination Date had the Executive continued in employment until the end
of the fiscal year of the Employer in which the Termination Date occurs and had
bonuses been payable at “target” levels for such year.


(c)           Base Salary.  The term “Base Salary” shall
mean the amount the Executive is entitled to receive as base wages on an
annualized basis as in effect immediately prior to a Change in Control or, if
greater, at any time thereafter, in each case without reduction for any pre-tax
contributions to benefit plans.  Base
Salary does not include bonuses, commissions, cost of living allowances, cash
value of perquisites or income from stock options, stock grants or other









 



incentives.


(d)           Board.  The term “Board” means the
board of directors of the Company; provided, that, if following a Change in
Control the Company is not the ultimate parent corporation and is not publicly
traded, the “Board” shall be the board of directors of the ultimate parent
which directly or indirectly owns or controls all of the voting securities of
the Company.


(e)           Cause.  “Cause” for termination by the
Employer of the Executive’s employment shall mean (i) willful and continued
failure by the Executive to substantially perform the Executive’s duties on
behalf of the Employer (other than any such failure resulting from the
Executive’s incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive) for a period of at least 30 consecutive days after a
written demand for substantial performance has been delivered to the Executive
by the Executive’s supervisor and/or a member of the Board, which demand
specifically identifies the manner in which the Company believes that the
Executive has not substantially performed his duties, (ii) willful misconduct
or gross negligence by the Executive which is demonstrably and materially
injurious to the Company or any of its subsidiaries, monetarily or otherwise,
(iii) material violation of the Company’s published Standards of Business
Conduct (or any successor or similar standard thereto) that warrants
termination, or (iv) the Executive is convicted of, or has entered a plea of nolo
contendere to a felony or any crime (whether or not a felony) involving
dishonesty, fraud, embezzlement or breach of trust.  For purposes of clauses (i) and (ii) of this
definition, an act, or failure to act, on the Executive’s part shall not be
deemed “willful” if done, or omitted to be done, by the Executive in good faith
and with reasonable belief that the Executive’s act, or failure to act, was in
the best interest of the Company.


(f)            Code.  The term “Code” shall mean the
Internal Revenue Code of 1986, as amended.


(g)           Employer.  The term “Employer” shall
mean, as applicable to the Executive, the Company or a subsidiary of the
Company that employs the Executive.


(h)           Good Reason.  “Good Reason” for termination
by the Executive of his employment shall mean the occurrence (without the Executive’s
express written consent) of any one of the following acts by the Employer, or
failures by the Employer to act, following the occurrence of a Change in
Control:


(i)              A substantive adverse alteration in the
Executive’s authority, duties, responsibilities or position from those in
effect immediately prior to the Change in Control; provided that,
notwithstanding the foregoing, the following is not “Good Reason:” (A) an
isolated, insubstantial and inadvertent action not taken in bad faith and which
is remedied by the



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Employer promptly after
receipt of notice thereof given by the Executive, or (B) a change in the person
to whom (but not the position to which) the Executive reports;


(ii)             A reduction in the Executive’s Base Salary or
target Annual Bonus opportunity that is below the amount of such Base Salary or
target Annual Bonus opportunity in effect immediately preceding the Change in
Control;


(iii)            A reduction in the Executive’s benefits or
fringe benefits, other than pursuant to an across-the-board reduction similarly
affecting the benefits of all of the Company’s executive officers;


(iv)            The Employer requires the Executive to be
based at any location other than within a 50-mile radius of the location at
which the Executive was based prior to the Change in Control, except for
required travel pertaining to Employer’s business in accordance with the
Employer’s management practices in effect prior to a Change in Control or with
the prior written consent of the Executive;


(v)             The Company fails to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement, as
contemplated in Section 9(a) below, if required to do so;


(vi)            The Company or an Employer purports to
terminate the Executive’s employment without supplying a Notice of Termination
which satisfies the requirements of Section 6 below (and for purposes of
this Agreement, no such purported termination shall be effective); or


(vii)           [For Ms. Flayton’s Agreement Only: The
employment of the Chief Executive Officer of the Company serving as of the date
of this Agreement terminates for any reason.]


Notwithstanding
the foregoing, the occurrence of an event that would otherwise constitute Good
Reason hereunder shall cease to be an event constituting Good Reason if (x) the
Executive fails to provide the Company with notice of the occurrence of any of
the foregoing within the six-month period immediately following the date on
which he or she first becomes aware (or reasonably should have become aware) of
the occurrence of such event, (y) the Executive fails to provide the Company
with a period of at least 30 days from the
date of such notice to cure such event prior to terminating his employment for
Good Reason or (z) the Company does not provide the Notice of Termination to
the Executive within 90 days following the day on which the 30-day period set
forth in the preceding clause (y) expires; provided, that the 30-day notice
period required by clause (y) shall end two days prior to the end of the Term
in the event that the last day of the Term would occur during such 30-day
period.



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Prior
to terminating employment for Good Reason, the Executive may request in the
Executive’s sole discretion (by written notice to the General Counsel of the
Company) a determination by final and binding arbitration in accordance with
Section 9(l) below of whether Good Reason exists.  If the arbitrator
determines that Good Reason does not exist, the Executive may continue
employment without prejudice.


(i)            Notice of Termination.  The
term “Notice of Termination” shall mean a notice that indicates the specific
provisions in this Agreement relied upon as the basis for any termination of
employment and sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated.  No purported
termination of employment shall be effective without a Notice of Termination.


(j)            Plan.  The term “Plan” shall mean the
ADESA, Inc. 2004 Equity and Incentive Plan.


(k)           Pro-Rata Bonus.  The
term “Pro-Rata Bonus” shall mean, with respect to the fiscal year in which the
Termination Date occurs, an amount equal to the Annual Bonus multiplied by a
fraction the numerator of which is the number of whole and partial months that
have elapsed in such fiscal year through the Termination Date (counting any
partial month as a whole month for this purpose) and the denominator of which
is 12; provided, however, the amount of Pro-Rata Bonus as determined by the
foregoing calculation shall be reduced by the amount of any bonus to which the
Executive may become entitled to under the Plan.


(l)            Term.  The term of this Agreement
shall mean the period commencing
on the Effective Date and expiring one year from such date (the “Initial Term”);
provided that a Change in Control has not occurred.  At the end of the Initial Term and on each
subsequent anniversary of such date, the term of this Agreement shall renew
automatically for a one-year period (the “Initial Term and each such renewed
term of the Agreement shall be the “Term”) unless, at least 90 days prior to
such renewal date, the Employer shall give written notice to the Executive that
the Term shall not be extended or an event that is a Change in Control has
occurred.  Upon the occurrence of a
Change in Control, the Term shall automatically be extended such that the Term
shall expire on the [Third anniversary for Mr.
Gartzke; second anniversary for Ms. Flayton and Messrs. Todd, Hitchcock, Tapp,
Lips, Peisner, Phillips and Anderson] anniversary of the Change in
Control.  In no event shall this
Agreement terminate prior to the Employer’s satisfaction of all of the Employer’s
obligations to the Executive hereunder.


(m)          Termination Date.  The
term “Termination Date” shall mean the date of the termination of the Executive’s
employment with the Employer as determined in accordance with Sections 3 and
4 below.


2.             Change in Control.  For
purposes of this Agreement, the term “Change in



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Control” shall mean the
occurrence subsequent to the effective date of this Agreement of any of the
following:


(a)           Any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35 percent or more of either (i)
the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this Section 2(a), the following
acquisitions shall not constitute a Change in Control:  (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliate or (D) any acquisition by any corporation pursuant to a transaction
that complies with Sections 2(c)(i), 2(c)(ii) and 2(c)(iii);


(b)           Any time at which individuals who, as of the date hereof, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;


(c)           Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity
by the Company or any of its subsidiaries (each, a “Business Combination”), in
each case unless, following such Business Combination, (i) all or substantially
all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50 percent of the then-outstanding shares of common stock
(or, for a non-corporate entity, equivalent securities) and the combined voting
power of the then-outstanding voting securities entitled to vote generally in
the election of directors (or, for a non-corporate entity, equivalent governing
body), as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that, as a result of such
transaction, owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their



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ownership immediately prior
to such Business Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 35
percent or more of, respectively, the then-outstanding shares of common stock
of the corporation resulting from such Business Combination or the combined
voting power of the then-outstanding voting securities of such corporation,
except to the extent that such ownership existed prior to the Business Combination,
and (iii) at least a majority of the members of the board of directors (or, for
a non-corporate entity, equivalent governing body) of the entity resulting from
such Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement or of the action of the Board providing
for such Business Combination; or


(d)           Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.


Notwithstanding
the foregoing, in the event of any disposition of all or substantially all of
the assets of the Company pursuant to a spin-off, split-up or similar
transaction (a “Spin-off”), such Spin-off shall not be deemed a Change in
Control if, immediately following the Spin-off, the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, 100 percent of
the outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors of the entities resulting from such transaction, in substantially
the same proportions as their ownership, immediately prior to such transaction,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities;
provided, that if another Business Combination involving any Resulting Entity
occurs in connection with or following a Spin-off, such Business Combination
shall be analyzed separately for purposes of determining whether a Change in
Control has occurred.


3.             Termination Following a Change in Control. 
After the occurrence of a Change in Control, the Executive shall be
entitled to receive the severance benefits described in Section 5 of the
Agreement, if after the occurrence of a Change in Control, the Executive’s
employment terminates due to (i) termination by the Employer without Cause, or
(ii) termination by the Executive for Good Reason.  No severance benefits shall be provided to
the Executive under this Agreement unless he or she has properly executed and
delivered to the Company an irrevocable release of claims.  A form of release of claims is attached to
this Agreement as Exhibit A. 
Prior to, but not following, the occurrence of a Change in Control, but
subject to Section 9(b), the release of claims may be revised by the
Company.  The Company may in any event
modify the release of claims to conform it to the laws of the local
jurisdiction applicable to the Executive so



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long as such modification
does not increase the obligations of the Executive thereunder.  For purposes of determining the Executive’s
and the Company’s rights and obligations under this Agreement, the transfer of
employment of the Executive from the Company to one of its Affiliates, or from
such an Affiliate to the Company, in each case whether before or after the
Change in Control, shall not (by itself) constitute a termination of employment
for purposes of this Agreement.


4.             Termination Prior to Change in Control. 
Provided that a Change in Control actually occurs, if (i) the Executive’s
employment is terminated by the Employer without Cause prior to the date of a
Change in Control or (ii) the Executive terminates employment with the Employer
prior to the date of a Change in Control due to any actions taken with respect
to the Executive prior to the date of a Change in Control that would constitute
termination by the Executive for Good Reason if such actions were taken after
the date of a Change in Control, and the Executive reasonably demonstrates that
such termination or action (A) was at the request of a third party that has
indicated an intention or taken steps reasonably calculated to effect a Change
in Control, or (B) otherwise arose in connection with, or in anticipation of, a
Change in Control that has been threatened or proposed, then such termination
or action shall be deemed to have occurred after such Change in Control for
purposes of this Agreement.  For purposes
of Section 4(i)(B), if any such termination or action occurs while this
Agreement is in effect, then such termination or action shall conclusively be
presumed to have occurred in connection with, or in anticipation of, a Change
in Control.


5.             Severance Pay and Benefits.  If
the Executive’s employment is terminated in circumstances entitling him to
severance benefits as provided in Sections 3 and 4, the Executive shall
be entitled to each of the following:


(a)           A lump sum cash amount paid within the later of 30 days following (i)
the Termination Date or (ii) a Change in Control and equal to the sum of (i)
the Base Salary earned and unpaid through the Termination Date, (ii) any
amounts earned and unpaid under the Company’s accrued vacation program, (iii)
any unreimbursed expenses incurred and unpaid through the Termination Date, and
(iv) any Pro-Rata Bonus earned and unpaid through the Termination Date;


(b)           A lump sum cash amount paid within 30 days following the Termination
Date equal to [3X for Mr. Gartzke; 2X for Ms. Flayton and
Messrs. Todd, Hitchcock and Tapp; and 1X for Messrs. Lips, Peisner, Phillips
and Anderson] the sum of (i) the Base Salary and (ii) the Annual
Bonus;


(c)           All amounts that are vested or accrued prior to the Termination Date
under all incentive compensation, employee benefit plans or other agreements of
the Company will be paid in accordance with the provisions of such plans;


(d)           Whether or not the Executive is eligible for COBRA benefits and whether
or not the Executive elects COBRA coverage, if then available, the Employer
shall pay the Executive a lump sum cash payment equal to [$                      ]
representing an approximate cost of health insurance coverage [amount to be



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paid to
each Executive will be the product of $1,400 multiplied by the number of months
of the Term] within
30 days following the Termination Date;


(e)           All life insurance benefits will cease on the Termination Date under
any applicable group life plan.  However,
in order to allow the Executive to purchase life insurance benefits, the
Employer shall pay the Executive a lump sum cash payment equal to [$                      ]
[amount to be paid to each Executive will be the
product of $5,000 multiplied by the number of years of the Term]
within 30 days following the Termination Date; and


(f)            [For Dave Gartzke’s and Brenda Flayton’s Agreements:  The term life insurance policy that the
Company currently maintains for the benefit of the Executive (policy detail),
which the Company shall continue to maintain at its expense following the
Change in Control, at the Executive’s option, shall be assigned by the Company
to the Executive on the Termination Date and thereafter the Executive shall be
solely responsible for the payment of any premiums for that policy following
the Termination Date.


(g)           Outplacement assistance services which are at a level appropriate for
senior management of a public company; provided, however, that the total cost
to the Company shall not exceed twelve thousand dollars ($12,000.00).  Outplacement benefits shall be provided in
kind; cash shall not be paid in lieu thereof, nor will the cash severance
benefits under this Section 5 be increased if the Executive declines or
does not use the outplacement benefits.  The provision of outplacement
assistance services shall cease after December 31st of the second year following
December 31st of the year in which the Executive’s employment terminates; and


(h)           [For Dave
Gartzke’s and Brenda Flayton’s Agreements:  Any remaining amounts which would otherwise
be payable had the Executive continued employment with the Company under
Schedule 3.2(b) of that certain Employee and Director Matters Agreement, dated
as of June 15, 2004, by and
between ALLETE, Inc. and the Company (the “Employee Matters Agreement”), shall
be payable (and without regard to any
employment, service or vesting requirements referenced in Schedule 3.2(b) of
the Employee Matters Agreement) to the extent that any amounts described in
Section 3.2 and Schedule 3.2(b) of the Employee Matters Agreement have not
otherwise been paid to the Executive pursuant to such agreement.  For purposes of clarity, the Executive shall
be entitled to receive all amounts that he or she would have received under
Section 3.2(b) and Schedule 3.2(b) of the Employee Matters Agreement had the
Executive remained employed with the Company through June 1, 2009.]


If
the Executive receives any severance payments or benefits under this Agreement,
he or she shall not be entitled to receive any other severance payments or
benefits under any other employment, severance, termination, salary
continuation or other similar agreement that he or she may have entered into
with the Company or any of its Affiliates (including any of the agreements
identified in Annex A hereto), or any other



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severance
plan, practice or policy of the Company or any of its Affiliates that might
apply to the Executive [For Brenda Flayton’s Agreement: provided,
however, notwithstanding the receipt of any severance payments or benefits
under this Agreement, the Executive shall continue to be entitled to the
retiree medical benefits set forth in a certain letter agreement between the
Executive and the Company dated as of the even date.]


Notwithstanding
any payment dates provided under this Section 5, the payment or
provision of any amounts and benefits described in this Section 5 shall be
delayed as necessary or appropriate to comply with Section 409A to the extent
required by Section 409A(a)(2)(B)(i) of the Code and its related Treasury
regulations (relating to payments made to certain “key employees” of certain
publicly-traded companies) and in such event, any such amounts to which the
Executive would otherwise be entitled during the six (6) month period
immediately following the Executive’s separation from service will be paid or
provided (or commence to be paid or provided) on the first business day
following the expiration of such six (6) month period with interest on any such
delayed payments determined using the 30-year Treasury Bond rate as published
in the Midwest Edition of the Wall Street Journal.


6.             Termination.  Any purported termination of
employment, whether by the Employer or by the Executive, shall be communicated
by written Notice of Termination to the other. 
The Executive’s Termination Date shall be the date specified in the
Notice of Termination; provided, however, if the Executive terminates his or
her employment for Good Reason, the date specified in the Notice of Termination
shall not be more than 60 days from the date the Notice of Termination is given
to the Employer.  If the Executive
terminates his or her employment for Good Reason, the Company may, in its
discretion, require the Executive to remain employed for transition purposes
for not more than 30 days after the Termination Date (such period, the “Extension
Period”).  If the Company elects to
continue the Executive’s employment during the Extension Period pursuant to
this Section 6, then (i) during the Extension Period, the Executive
shall continue to receive compensation and employee benefits that are the same
as in effect prior to the commencement of the Extension Period and (ii) no act,
circumstance or occurrence during the Extension Period shall affect the right
of the Executive to receive severance benefits determined as of the Termination
Date, or if greater, determined as of the end of the Extension Period.


7.             Limitation on Payments.  In
the event that the severance and other benefits provided for in this Agreement
or otherwise payable or provided to the Executive (a) constitute “parachute
payments” within the meaning of Section 280G of the Code, and (b) but for this Section
7, would be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then the Executive’s severance benefits under Section 5
shall be either (i) delivered in full, or (ii) delivered as to such lesser
extent which would result in no portion of such severance benefits being
subject to the Excise Tax, whichever of the foregoing amounts, taking into
account the applicable federal, state and local income taxes and the Excise
Tax, results in the receipt by the Executive on an after-tax basis, of the
greatest amount of severance benefits, notwithstanding that all or some portion
of such severance benefits may be taxable under Section 4999 of the Code.  If, as



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a result of subsequent
events or conditions (including a subsequent payment or absence of a subsequent
payment under this Agreement or other plans, programs, arrangements or
agreements maintained by the Company or one of its Affiliates), it is
determined that payments under this Agreement to the Executive have been reduced
by more than the minimum amount required to prevent any payments from
constituting “excess parachute payments,” then an additional payment shall be
promptly made to the Executive in an amount equal to the additional amount that
can be paid without causing any payment to constitute an “excess parachute
payment.”  Unless the Company and the
Executive otherwise agree in writing, any determination required under this Section
7 shall be made in writing in good faith by the accounting firm serving as
the Company’s independent public accountants at the applicable time (the “Accountants”).  In the event of a reduction in benefits
hereunder, the Executive shall be given the choice of which benefits to
reduce.  For purposes of making the
calculations required by this Section 7, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The
Company and the Executive shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this Section 7. 
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 7.


8.             Covenant Not To Compete.  As a
material inducement for the Company’s execution of this Agreement and as a
condition of receipt of any severance benefits to which the Executive may
become entitled to pursuant to this Agreement, the Executive hereby covenants
and agrees that for a period of one year commencing on the date the Executive’s
employment with the Employer is terminated under circumstances entitling the
Executive to severance benefits as provided in Section 5 above, the
Executive shall not directly or indirectly, acting alone, as a member of a
partnership or other business entity, or as a holder of any interest, or any
class of securities, issued by a corporation or any other business entity or as
an officer, director, partner, member, employee, consultant, agent or
representative of any corporation, partnership or any other business entity:


(a)          Engage directly or indirectly in any
business, trade or any other enterprise directly or indirectly involving (i)
the used and/or salvage vehicle redistribution business, (ii) the used and/or
salvage vehicle auction business or (iii) the used vehicle dealer floor plan
financing business (collectively, the “Business”), within the territory
consisting of the continental United States and Canada, or extend or assist in
arranging financing, credit or other support to enable a business, trade or
other enterprise to so compete in the Business, or directly or indirectly
support such a business, trade or other enterprise to so compete in the
Business, including by permitting the Executive’s name, reputation or
affiliations to be used in connection with any such business, trade or
enterprise; or


(b)         Call on, solicit, request, induce or attempt
to induce or influence any customer, supplier or other material business
relation of the Company or any of its subsidiaries and Affiliates (the “Company
Affiliated Group”) to limit or curtail



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any
such person’s business dealings with any member of the Company Affiliated
Group, or otherwise in any way materially interfere or attempt to materially
interfere with the business relationship between any such person and any member
of the Company Affiliated Group.


9.             Miscellaneous.


(a)           Successors.  This Agreement shall bind any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, in the same manner and to the same extent that the Company would be
obligated under this Agreement if no succession had taken place.  In the case of any transaction in which a
successor would not by the foregoing provision or by operation of law be bound
by this Agreement, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the obligations of the Company
and each Employer under this Agreement, in the same manner and to the same
extent that the Company and each Employer would be required to perform if no
such succession had taken place.


(b)           Amendment.  No amendments or additions to
this Agreement shall be binding unless made in writing and signed by the
Company and the Executive, except as herein otherwise specifically provided.


(c)           Legal Fees and Expenses. 
Effective upon a Change in Control, the Company or the consolidated,
surviving or transferee entity in the event of a consolidation, merger or sale
of assets, shall pay as incurred (within ten days following the Company’s
receipt of an invoice from the Executive) to the full extent permitted by law
all legal fees and expenses that the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company, the
Executive or others with respect to the enforcement of the Executive’s rights
under this Agreement; provided, however, that the Executive shall be required
to reimburse the Company or such consolidated, surviving or transferee entity
for the cost of such legal fees and expenses if the Executive is deemed by the
arbitrator or court, as the case may be, to have brought or defended such
contest in bad faith.


(d)           Employment Status.  This
Agreement does not constitute a contract of employment or impose on any
Employer any obligation to retain the Executive as an employee, to change the
status of the Executive’s employment, or to change any employment policies of
any Employer.


(e)           Withholding of Taxes.  The
Company shall withhold from any amounts payable under this Agreement all
federal, state, local or other taxes that are legally required to be withheld.


(f)            No Effect on Other Benefits. 
Benefits payable under this Agreement shall not be counted as
compensation for purposes of determining benefits under other



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benefit plans, programs,
policies and agreements, except to the extent expressly provided therein or
herein.


(g)           Validity and Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect, and any prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


(h)           Settlement of Claims.  The
Company’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
defense, recoupment or other right which the Company may have against the
Executive or others.  The Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise.


(i)            Governing Law.  The
Agreement and all rights thereunder shall be governed and construed in
accordance with the laws of the state of Indiana, wherein venue shall lie for
any dispute arising hereunder.  This
Agreement shall also be subject to all applicable non-U.S. laws if the
Executive is employed by subsidiaries of the Company located outside of the
United States.  Without limiting the
generality of this Section 9(i), it is intended that the Agreement
comply with Section 409A of the Code.


(j)            Assignment.  This Agreement shall inure to
the benefit of and shall be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Executive
should die while any amount is still payable to the Executive under this
Agreement had he or she continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to the Executive’s estate.  The Executive’s
rights under this Agreement shall not otherwise be transferable or subject to
lien or attachment.


(k)           Negotiation.  In case a claim, dispute or
controversy shall arise between the Executive (or any person claiming by,
through or under the Executive) and the Company relating to or arising out of
this Agreement, either disputant shall give written notice to the other
disputant (“Dispute Notice”) that it wishes to resolve such claim, dispute or
controversy by negotiations, in which event the disputants shall attempt in
good faith to negotiate a resolution of such claim, dispute or
controversy.  If the claim, dispute or
controversy is not so resolved within 30 days, either disputant may initiate
arbitration of the claim, dispute or controversy as provided in Section 9(l).  All negotiations pursuant to this Section
9(k) shall be held at the Company’s principal offices in Carmel, Indiana
(or such other place as the disputants shall mutually agree) and shall be
treated as compromise and settlement negotiations for the purposes of the
federal and state rules of evidence and procedure.



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(l)            Arbitration.  Any claim, dispute or
controversy arising out of or relating to this Agreement which has not been
resolved by negotiations in accordance with Section 9(k) within 30 days
of the effective date of the Dispute Notice shall, upon the written request of
either disputant, be finally settled by arbitration conducted expeditiously in
accordance with the commercial rules of the American Arbitration Association
regarding resolution of employment-related disputes.  The arbitrator may, without limitation, award
injunctive relief, but shall not be empowered to award damages in excess of
compensatory damages and each disputant shall be deemed to have irrevocably
waived any damages in excess of compensatory damages, such as punitive
damages.  The arbitrator’s decision shall
be final and legally binding on the disputants and their successors and
assigns, and judgment by the arbitrator may be entered in any court having
jurisdiction.


Each party shall pay its own
fees, disbursements and costs relating to or arising out of any arbitration;
provided, however, that pursuant to the terms and conditions set forth in Section
9(c) of this Agreement, the Company shall pay on behalf of the Executive
all fees, disbursements, and costs relating to or arising out of any
arbitration in respect of any claim brought by the Executive at any time
following a Change in Control.  All
arbitration conferences and hearings shall be held within a 25-mile radius of
Carmel, Indiana.


(m)          Headings.  The headings and subheadings
in this Agreement have been inserted for convenience of reference only and will
not affect the construction of the provisions hereof.


(n)           Notice. 
Any notice, request, instruction
or other document to be given hereunder to the Employer or the Executive will
be in writing and delivered in person or by United States mail, as follows:


Employer:              ADESA,
Inc.


13085 Hamilton Crossing Blvd.


Carmel, IN 46032


Attention:  General Counsel


With a
copy (which shall not constitute notice) to:


Morrison &
Foerster LLP


425 Market Street


San Francisco, CA 94105


Attention: 
Robert S. Townsend


Executive               [                                                 ]


                                [                                                 ]


                                [                                                 ]



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(o)           Entire Agreement.  This
Agreement sets forth the entire understanding of the parties hereto with
respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter, and may not
be waived or modified, in whole or in part, except by a writing signed by each
of the parties hereto.  No waiver of any
provision of this Agreement in any instance will be deemed to be a waiver of
the same or any other provision in any other instance.


(p)           Legal Effect. 
Neither party hereto makes any representations or warranties, express or
implied, or assumes any responsibility concerning the legal, tax or other
implications or effects of this Agreement.


(q)           Legal Counsel.  The
Executive acknowledges that he or she has been informed of the right to consult
with legal counsel in connection with this Agreement and has been encouraged to
do so.


(r)            Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will
constitute but one and the same instrument and may be sufficiently evidenced by
any one counterpart.



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IN WITNESS WHEREOF, the parties have executed this Agreement on
this 21st day of December, 2006.


	
  ATTEST

  	
  ADESA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
					



 



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ANNEX A


1.               Retention and Severance Agreement by and
between ADESA, Inc. and Brenda Flayton


2.               Retention and Severance Agreement by and
between ADESA, Inc. and Cameron Hitchcock (including Amendment Number 1)















 


Exhibit A


Form of
Release of Claims


GENERAL
RELEASE


1.             General Release.  In
consideration of the payments and benefits to be made under the ADESA, Inc.
Change in Control Agreement (the “Agreement”), [                                                                  ]
(the “Executive”), with the intention of binding the Executive and the
Executive’s heirs, executors, administrators and assigns, does hereby release,
remise, acquit and forever discharge ADESA, Inc. (the “Company”) and each of
its subsidiaries and affiliates (the “Company Affiliated Group”), their present
and former officers, directors, executives, agents, attorneys, employees and
employee benefits plans (and the fiduciaries thereof), and the successors,
predecessors and assigns of each of the foregoing (collectively, the “Company
Released Parties”), of and from any and all claims, actions, causes of action,
complaints, charges, demands, rights, damages, debts, sums of money, accounts,
financial obligations, suits, expenses, attorneys’ fees and liabilities of
whatever kind or nature in law, equity or otherwise, whether accrued, absolute,
contingent, unliquidated or otherwise and whether now known or unknown,
suspected or unsuspected which the Executive, individually or as a member of a
class, now has, owns or holds, or has at any time heretofore had, owned or
held, against any Company Released Party in any capacity, including, without
limitation, any and all claims (i) arising out of or in any way connected with
the Executive’s service to any member of the Company Affiliated Group (or the
predecessors thereof) in any capacity, or the termination of such service in
any such capacity, (ii) for severance or vacation benefits, unpaid wages,
salary or incentive payments, (iii) for breach of contract, wrongful discharge,
impairment of economic opportunity, defamation, intentional infliction of
emotional harm or other tort and (iv) for any violation of applicable state and
local labor and employment laws (including, without limitation, all laws
concerning unlawful and unfair labor and employment practices), any and all
claims based on the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or the Fair Labor Standards Act, any and all claims arising out of
tort or contract law, and any and all claims arising under the civil rights
laws of any federal, state or local jurisdiction, including, without
limitation, The Civil Rights Act of 1866, 42 U.S.C. §1981, Title VII of the
Civil Rights Act of 1964 (“Title VII”), The Indiana Civil Rights Act, the
Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the
Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in
Employment Act (“ADEA”), and any and all claims under any whistleblower laws or
whistleblower provisions of other laws, excepting only:


(a)           rights of the Executive under this General
Release and the Agreement;


(b)           rights of the Executive relating to equity
awards held by the Executive as of his or her Termination Date;


(c)           the right of the Executive to receive COBRA
continuation coverage in accordance with applicable law;



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(d)           rights to indemnification the Executive may
have (i) under applicable corporate law, (ii) under the by-laws or certificate
of incorporation of any Company Released Party, (iii) under that certain
Indemnification Agreement, dated as of December 21, 2006, between the
Company and the Executive; or (iii) as an insured under any director’s and
officer’s liability insurance policy now or previously in force;


(e)           claims (i) for benefits under any health,
disability, retirement, deferred compensation, life insurance or other, similar
employee benefit plan or arrangement of the Company Affiliated Group and (ii)
for earned but unused vacation pay through the Termination Date in accordance
with applicable Company policy; and


(f)            claims for the reimbursement of unreimbursed
business expenses incurred prior to the Termination Date pursuant to applicable
Company policy.


2.             No Admissions.  The
Executive acknowledges and agrees that this General Release is not to be
construed in any way as an admission of any liability whatsoever by any Company
Released Party, any such liability being expressly denied.


3.             Application to all Forms of Relief.  This
General Release applies to any relief no matter how called, including, without
limitation, wages, back pay, front pay, compensatory damages, liquidated
damages, punitive damages for pain or suffering, costs and attorneys’ fees and
expenses.


4.             Specific Waiver.  The
Executive specifically acknowledges that his or her acceptance of the terms of
this General Release is, among other things, a specific waiver of his or her
rights, claims and causes of action specified in Section 1 herein;
provided, however, that nothing herein shall be deemed, nor does anything
herein purport, to be a waiver of any right or claim or cause of action which
by law the Executive is not permitted to waive.


5.             No Complaints or Other Claims.  The
Executive acknowledges and agrees that he or she has not, with respect to any
transaction or state of facts existing prior to the date hereof, filed any
complaints, charges or lawsuits against any Company Released Party with any
governmental agency, court or tribunal.


6.             Conditions of General Release.


(a)           Terms and
Conditions.  From and after the Termination Date, the
Executive shall abide by all the terms and conditions of this General Release
and the terms and conditions set forth in the Terms and Conditions of
Employment signed by the Executive, which is incorporated herein by reference.


(b)           Confidentiality.  The
Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or any legal process, or as is necessary in
connection with any adversarial proceeding against any member of the Company
Affiliated Group (in which case the Executive shall cooperate with the Company
in obtaining a protective order at the Company’s expense against disclosure by



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a
court of competent jurisdiction), communicate, to anyone other than the Company
and those designated by the Company or on behalf of the Company in the
furtherance of its business, any trade secrets, confidential information,
knowledge or data relating to any member of the Company Affiliated Group,
obtained by the Executive during the Executive’s employment by the Company that
is not generally available public knowledge (other than by acts by the
Executive in violation of this General Release).


(c)           Return of Company
Material.  The Executive represents that he or she has
returned to the Company all Company Material (as defined below).  For purposes of this subsection 6(c), “Company
Material” means any paper or electronic documents, files and other property and
information of any kind belonging or relating to (i) any member of the Company
Affiliated Group, (ii) the current and former suppliers, creditors, directors,
officers, employees, agents and customers of any of them or (iii) the
businesses, products, services and operations (including without limitation,
business, financial and accounting practices) of any of them, in each case
whether tangible or intangible (including, without limitation, credit cards,
building and office access cards, keys, computer equipment, cellular
telephones, pagers, electronic devices, hardware, manuals, files, records,
software, customer data, financial data and related information, surveys,
correspondence, statistics and payroll and other employee data, and any copies,
compilations, extracts, excerpts, summaries and other notes thereof or relating
thereto), excluding information (x) that is generally available public
knowledge or (y) that relates to the Executive’s compensation or employee
benefits.  This also includes Company
Materials stored electronically on hardware owned by the Executive.


(d)           Cooperation. 
Following the Termination Date, the Executive shall reasonably cooperate
with the Company upon reasonable request of the Board of Directors of the
Company and be reasonably available to the Company with respect to matters
arising out of the Executive’s services to the Company Affiliated Group.


(e)           Nondisparagement.  The
Executive agrees not to communicate negatively about or otherwise disparage any
Company Released Party or the products or businesses of any of them in any way
whatsoever.


(f)            Nonsolicitation.  The
Executive agrees that for a period of two years commencing on the date the
Executive’s employment with the Employer (as defined in the Agreement) is
terminated under circumstances entitling the Executive to severance benefits
provided in Section 5 of the Agreement, the Executive shall not,
either directly or indirectly, solicit, entice, persuade, induce or otherwise
attempt to influence any person who is employed by any member of the Company
Affiliated Group to terminate such person’s employment by such member of the
Company Affiliated Group.  The Executive
also agrees that for the same period of time he or she shall not assist any
person or entity in the recruitment of any person who is employed by any member
of the Company Affiliated Group.  The
Executive’s provision of a reference to or in respect of any individual shall
not be a violation this subsection 6(f).



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(g)           No Representation.  The
Executive acknowledges that, other than as set forth in this General Release
and the Agreement, (i) no promises have been made to him or her and (ii) in
signing this General Release the Executive is not relying upon any statement or
representation made by or on behalf of any Company Released Party and each or
any of them concerning the merits of any claims or the nature, amount, extent
or duration of any damages relating to any claims or the amount of any money,
benefits, or compensation due the Executive or claimed by the Executive, or
concerning the General Release or concerning any other thing or matter.


(h)           Injunctive Relief.  In
the event of a breach or threatened breach by the Executive of this Section
6, the Executive agrees that the Company shall be entitled to injunctive
relief, without the necessity of posting bond, in a court of appropriate
jurisdiction to remedy any such breach or threatened breach, the Executive
acknowledging that damages would be inadequate or insufficient.


7.             Voluntariness.  The
Executive agrees that he or she is relying solely upon his or her own judgment;
that the Executive is over 18 years of age and is legally competent to sign
this General Release; that the Executive is signing this General Release of his
or her own free will; that the Executive has read and understood the General
Release before signing it; and that the Executive is signing this General Release
in exchange for consideration that he or she believes is satisfactory and
adequate.


8.             Legal Counsel.  The
Executive acknowledges that he or she has been informed of the right to consult
with legal counsel and has been encouraged to do so.


9.             Complete Agreement/Severability.  This
General Release constitutes the complete and final agreement between the
parties and supersedes and replaces all prior or contemporaneous agreements,
negotiations, or discussions relating to the subject matter of this General Release.  All provisions and portions of this General
Release are severable. If any provision or portion of this General Release or
the application of any provision or portion of the General Release shall be
determined to be invalid or unenforceable to any extent or for any reason, all
other provisions and portions of this General Release shall remain in full
force and shall continue to be enforceable to the fullest and greatest extent
permitted by law.


10.           Acceptance.  The Executive acknowledges
that he or she has been given a period of 21 days within which to consider this
General Release, unless applicable law requires a longer period, in which case
the Executive shall be advised of such longer period and such longer period
shall apply.  The Executive may accept
this General Release at any time within this period of time by signing the
General Release and returning it to the Company.


11.           Revocability.  This
General Release shall not become effective or enforceable as to the waiver of
any ADEA claim until seven calendar days after the Executive signs it.  The Executive may revoke his or her
acceptance of this General Release as to any ADEA claim at any time within that
seven calendar-day period by sending written notice to the Company.  Such notice must be received by the Company
within the seven calendar-day period in order to be



 A-4
 






 



effective and, if so received, would void this
General Release as to the ADEA claim only. 
The release of all other claims specified in Paragraph 1 herein would
still be valid.


12.           Amendment.  The Company retains the right
(to the extent permitted by law) to amend or modify the Agreement in accordance
with its terms, and nothing in this General Release affects or alters that
right.  If the Executive signs and
returns the General Release, any later amendment, modification or termination
shall have no effect on the amount of severance benefits the Executive is
eligible to receive as set forth in the Agreement as in effect on the date that
the Executive signs this General Release.


13.           Governing Law. 
Except for issues or matters as to which federal law is applicable, this
General Release shall be governed by and construed and enforced in accordance
with the laws of the State of Indiana without giving effect to the conflicts of
law principles thereof.


14.           Attorneys’ Fees.  In
the event that either party must incur legal fees to enforce the terms of this
General Release, including asserting it as a defense, the prevailing party is
entitled to its costs and attorneys’ fees.


Please
indicate your acceptance of this General Release by signing and dating this
letter and returning it to the Company. 
A duplicate of this letter is enclosed for your records.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND
  AGREED:

  
	
   

  
	
   

  	
   

  
						



 



 A-5