Exhibit 10.4**AMENDED AND RESTATED SENIOR EXECUTIVE EMPLOYMENT AGREEMENT**          This Amended and Restated Senior Executive Employment Agreement (the “Agreement”) isentered into as of this 8th day of August, 2007 (the “Effective Date”) by and between EricD. Jacobs (“Executive”) and DealerTrack Holdings, Inc, a Delaware corporation(“Employer”) with principal offices at 1111 Marcus Avenue, Suite M04, Lake Success, NY11042.          WHEREAS, Executive and Employer are parties to a senior executive employment agreement, datedas of May 26, 2005 (the “Existing Employment Agreement”); and          WHEREAS,the parties hereto wish to amend and restate the Existing Employment Agreementpursuant to this Agreement;          NOW, THEREFORE, in consideration of the promises and the agreements hereinafter set forth, theparties hereto hereby agree that, upon the effectiveness of this Agreement, the Existing EmploymentAgreement is hereby amended and restated in its entirety as follows:          Section 1. Term          Employer shall continue to employ Executive and Executive agrees to continue such employment,upon the terms and conditions hereinafter set forth, from the Effective Date through and includingAugust 8, 2008 (the “Initial Term”). This Agreement shall renew automatically forsuccessive one year periods (each, a “Renewal Term”) unless one party gives notice to theother party, in writing, at least sixty (60) days prior to the expiration of this Agreement (or anyrenewal) of its desire to terminate the Agreement. The term of this Agreement, including theInitial Term and any Renewal Term, shall be referred to herein as the “Term”.          Section 2. Executive’s Duties          (a) Executive shall be Senior Vice President, General Counsel and Secretary and shall reportdirectly to Employer’s Chief Executive Officer or his designee. Executive shall faithfully anddiligently perform his duties at the direction of Employer’s Chief Executive Officer, or hisdesignee, to the best of Executive’s ability. Executive shall (i) devote his best efforts, skill,and ability and full business time and attention to the performance of the services customarilyincident to such office, subject to vacations and sick leave as provided herein and in accordancewith Employer policy, (ii) carry out his duties in a competent and professional manner; and (iii)generally promote the interests of Employer. Subject to applicable law, Executive shall notknowingly participate in any activity that is detrimental to the interests of Employer or any ofits affiliates, including, without limitation, any public criticism or disparagement of any type byExecutive, through the media or otherwise, of Employer or any of its affiliates or employees,except in connection with the exercise of Executive’s rights against Employer or any of itsaffiliates.

 
          (b) Executive agrees to abide by all policies applicable to senior executive officers ofEmployer promulgated from time to time by Employer, which policies are enforced uniformly andapplicable to all similar executives of Employer.          (c) Except for such business travel as may be incident to his duties hereunder, Executiveshall perform his duties at Employer’s offices at the address set forth in the preamble to thisAgreement or at such other location as may be approved by Employer.          Section 3. Compensation for Executive’s Services          In consideration of the duties and services to be performed by Executive pursuant to Sections1 and 2 hereof, Executive shall receive:          (a) Salary. Executive shall earn salary (the “Salary”) at the annual rate ofTwo Hundred Seventy Thousand Dollars ($270,000) (the “Minimum Salary”), less all applicablefederal, state, and local tax withholdings. Such Salary shall be earned and shall be payable inperiodic installments in accordance with Employer’s payroll practices. During the Term, the Boardof Directors of Employer (the “Board”) or the Compensation Committee of the Board (the“Compensation Committee”) will review the Salary annually and may in its discretionincrease the Salary, but may not reduce it during the Term unless Employer institutes salaryreductions across the board; provided, however, that in no event shall the Salary be reduced belowthe Minimum Salary without Executive’s written consent.          (b) Bonus. For each fiscal year of Employer (each, a “Fiscal Year”),Executive shall be entitled to receive a cash performance bonus (a “Bonus”) which shall bebased on the achievement of certain performance benchmarks by Employer during such Fiscal Yearwhich shall be determined by the Board. The Board shall review the target Bonus on an annual basisand, in its sole discretion, may increase such target Bonus for any Fiscal Year. The target Bonusshall not be decreased except in connection with company-wide bonus reductions. The target Bonusfor any Fiscal Year shall be at least fifty five (55%) percent of the Salary for such Fiscal Year.The Bonus for each Fiscal Year shall be paid, if at all, to Executive on a schedule consistent withEmployer’s bonus payments to its other similarly situated senior executive officers by no laterthan two and one half (21/2) months following the end of such Fiscal Year. Executive understands andagrees that the Bonus is established in part as an inducement for Executive to remain employed byEmployer and except as provided in Section 5(c) of this Agreement, or in the Employer’s solediscretion, in the event that Executive’s employment is terminated prior to the end of any FiscalYear during the Term, then Executive shall not receive payment of any Bonus for such year.          (c) Equity. In connection with Executive’s employment, Executive has been and maycontinue to be granted stock options (“Stock Options”) to purchase equity securities ofEmployer pursuant to the terms of DealerTrack Holdings, Inc. 2001 Stock Option Plan, effective asof August 10, 2001, as amended (“Stock Option Plan”) or may be granted Stock Options orother equity based awards pursuant to the terms of the DealerTrack Holdings, Inc. 2005 IncentiveAward Plan, effective as of May 26, 2005, as amended (the “2005 Incentive Award Plan”), orany other successor equity incentive plans (collectively, the “Stock Incentive Plans”).Except as otherwise provided herein, the terms of the Stock Options shall be governed by the
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Stock Incentive Plans. Executive shall be credited with twenty-four (24) months acceleratedvesting of his Stock Options upon termination of Executive’s employment by: (1) Employer withoutCause (as defined below); or (2) Executive for Good Reason (as defined below). Executive shall becredited with thirty-six (36) months accelerated vesting of his Stock Options upon a Change ofControl (defined below). Executive shall be credited with full acceleration and vesting of hisStock Options upon the earlier of: (1) the elimination of Executive’s position or a termination ofExecutive’s employment, in either event, within twelve (12) months after a Change of Control; (2) amaterial negative change in Executive’s compensation or responsibilities within twelve (12) monthsafter a Change of Control; or (3) the requirement that Executive be based at a location which ismore than fifty (50) miles from Employer’s offices at the address set forth in the preamble to thisAgreement within twelve (12) months after a Change of Control. Anything in the Stock IncentivePlans to the contrary notwithstanding, if Executive’s employment is terminated by Executive withGood Reason or by Employer without Cause, or under circumstances described above which would resultin certain accelerated vesting of any unvested Stock Options held by Executive, the unexercisedportion of any Stock Options held by Executive will not terminate until the twelve (12) monthanniversary of the date of termination of Executive’s employment. In the event Employer elects togrant equity based awards other than Options, such grants shall, where appropriate, be subject toequivalent acceleration provisions as set forth in this Section 3(c). For purposes hereof, a“Change of Control” shall mean and includes each of the following:     (i) A transaction or series of transactions (other than an offering of shares ofEmployer to the general public through a registration statement filed with the Securitiesand Exchange Commission) whereby any “person” or related “group” of “persons” (as such termsare used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)(other than the Employer, any of its subsidiaries, an employee benefit plan maintained bythe Employer or any of its subsidiaries or a “person” that, prior to such transaction,directly or indirectly controls, is controlled by, or is under common control with, theEmployer) directly or indirectly acquires beneficial ownership (within the meaning of Rule13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Employerpossessing more than 50% of the total combined voting power of the Employer’s securitiesoutstanding immediately after such acquisition; or     (ii) During any period of two consecutive years, individuals who, at the beginning ofsuch period, constitute the Board together with any new director(s) (other than a directordesignated by a person who shall have entered into an agreement with the Company to effect atransaction described in Section 3(c)(i) or Section 3(c)(iii)) whose election by the Boardor nomination for election by the Employer’s stockholders was approved by a vote of at leasttwo-thirds of the directors then still in office who either were directors at the beginningof the two-year period or whose election or nomination for election was previously soapproved, cease for any reason to constitute a majority thereof; or     (iii) The consummation by the Employer (whether directly involving the Employer orindirectly involving the Employer through one or more intermediaries) of (x) a merger,consolidation, reorganization, or business combination or (y) a sale or other disposition ofall or substantially all of the Employer’s assets in any single transaction or
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series of related transactions or (z) the acquisition of assets or stock of anotherentity, in each case other than a transaction:     (A) Which results in the Employer’s voting securities outstanding immediatelybefore the transaction continuing to represent (either by remaining outstanding orby being converted into voting securities of the Employer or the person that, as aresult of the transaction, controls, directly or indirectly, the Employer or owns,directly or indirectly, all or substantially all of the Employer’s assets orotherwise succeeds to the business of the Employer (the Employer or such person, the“Successor Entity”)) directly or indirectly, at least a majority of thecombined voting power of the Successor Entity’s outstanding voting securitiesimmediately after the transaction, and     (B) After which no person or group beneficially owns voting securitiesrepresenting 50% or more of the combined voting power of the Successor Entity;*provided, however,*that no person or group shall be treated for purposes of thisSection 3(c)(iii) as beneficially owning 50% or more of combined voting power of theSuccessor Entity solely as a result of the voting power held in the Employer priorto the consummation of the transaction; or     (iv) The Employer’s stockholders approve a liquidation or dissolution of the Employer.The Board or its designee shall have full and final authority, which shall be exercised in itsdiscretion, to determine conclusively whether a Change of Control of the Employer has occurred, andthe date of the occurrence of such Change of Control and any incidental matters relating thereto.          (d) Benefits. Employer shall provide Executive with the right to participate in andreceive benefits from all life, accident, disability, medical and pension plans, and all similarbenefits as are from time to time in effect and are generally made available to similar situatedsenior executive officers of Employer. The amount and extent of benefits to which Executive isentitled shall be governed by the specific benefit plan, as it may be amended from time to time.          (e) Expenses. Employer shall promptly reimburse Executive for reasonable expenses forcellular telephone usage, entertainment, travel, meals, lodging and similar items incurred in theconduct of Employer’s business. Such expenses shall be reimbursed in accordance with Employer’sexpense reimbursement policies and guidelines.          (f) Vacation; Sick Leave. During the Term, Executive shall be entitled to four weeks(4) weeks vacation per year, paid holidays, sick leave, and similar benefits, to be earned and usedin accordance with Employer’s policy and procedure for other similarly situated senior executiveofficers.          (g) Modification. Employer reserves the right to modify, suspend or discontinue anyand all of the above plans, practices, policies and programs referenced in Sections 3(d) and (e) atany time in its discretion without recourse by Executive so long as such action is taken generallywith respect to other similarly situated senior executive officers. Any
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such modification, suspension or discontinuance of the plans, practices and policiesreferenced in Section 3(e) will not apply to otherwise reimbursable expenses incurred by Executiveprior to any such modification, suspension or discontinuance.          Section 4. Termination of Employment          (a) Resignation. Executive may voluntarily terminate his employment with Employer, atany time, with or without Good Reason, upon written notice to Employer.          (b) Termination. Employer may terminate Executive’s employment at any time, with orwithout Cause, upon written notice to Executive.          (c) Death or Disability. Executive’s employment shall terminate immediately uponExecutive’s death. In the event Employer, in good faith, determines that Executive is unable toperform the functions of his position due to a Disability (as defined below), it may notifyExecutive in writing of its intention to terminate Executive’s employment and Executive’semployment with Employer shall terminate effective on the thirtieth (30th) day after receipt ofsuch notice by Executive. For the purposes of this Agreement, “Disability” shall mean aphysical or mental impairment that substantially limits a major life activity of Executive andrenders Executive unable to perform the essential functions of his position even with reasonableaccommodation (that does not impose an undue hardship on Employer), and which has lasted at least(i) sixty (60) consecutive days, (ii) the balance of Executive’s entitlement to leave, if any,under the Family and Medical Leave Act, or other similar statute or (iii) the balance of anyelection period under the Employer’s long term disability program (without regard to whetherExecutive is awarded benefits under such program), whichever is longer.          (d) Cause. Employer may immediately terminate Executive’s employment for“Cause” by giving written notice to Executive. For purposes of this Agreement,“Cause” shall mean: (1) Executive’s commission of an act of fraud orembezzlement upon Employer or any of its affiliates; or (2) Executive’s commission of any willful actintended to injure the reputation, business, or any businessrelationship of Employer or any of its affiliates; or (3) Executive is found by a court of competentjurisdiction to have committed a felony; or (4) the refusal or failure of Executive to performExecutive’s duties with Employer in a competent and professional mannerthat is not cured by Executive within ten (10) business days after awritten demand therefor is delivered to Executive by the Board whichspecifically identifies the manner in which the Board believes thatExecutive has not substantially performed Executive’s duties; provided,further, however, that if the Board, in good faith, determines that therefusal or failure by Executive is egregious in
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   nature or is not susceptible of cure, then no cure period shall berequired hereunder; or (5) the refusal or failure of Executive to complywith any of his material obligations under this Agreement (includingany exhibit hereto) that is not cured by Executive within ten (10)business days after a written demand therefor is delivered to Executiveby the Board which specifically identifies the manner in which theBoard believes Executive has materially breached this Agreement;provided, further, however, that if the Board, in good faith,determines that the refusal or failure by Executive is egregious innature or is not susceptible of cure, then no cure period shall berequired hereunder.          (e) Good Reason. Executive may terminate his employment for “Good Reason,” bydelivering written notice of such termination (“Employer Default Notice”) to Employerwithin sixty (60) days of the occurrence of any of the following events, each of which shallconstitute Good Reason: (i) Employer’s material breach of any provision of this Agreement, theStock Incentive Plans or any agreements thereunder, which has not been cured within the allottedtime; (ii) a material reduction of Executive’s then current title, status, authority,responsibility or duties or the assignment to Executive of any duties materially inconsistent withExecutive’s then current position; (iii) any material reduction in Executive’s salary or benefits;(iv) the failure of any successor entity to assume the terms of this Agreement upon any Change ofControl; (v) the relocation of Executive to a facility or location more than fifty (50) miles fromEmployer’s principal offices at the address set forth in the preamble to this Agreement; or (vi)the failure of Employer to renew this Agreement upon the expiration of the Initial Term or anyRenewal Term. The Employer Default Notice shall specify the reason for Executive’s belief that anevent constituting Good Reason has occurred. Notwithstanding the foregoing, any material breach ofthis Agreement by Employer, or other event constituting Good Reason, shall not constitute GoodReason if any such breach or other event is cured or corrected by Employer within thirty (30) daysfollowing delivery to Employer of the Employer Default Notice.          (f) Continuing Obligations. Executive acknowledges and agrees that any terminationunder this Section 4 is not intended, and shall not be deemed or construed, to affect in any wayany of Executive’s covenants and obligations contained in Sections 6, 7, and 8 hereof, which shallcontinue in full force and effect beyond such termination for any reason.          Section 5. Termination Obligations          (a) Resignation. If Executive’s employment is terminated voluntarily by Executivewithout Good Reason, Executive’s employment shall terminate without further obligations toExecutive other than for payment of the sum of any unpaid Salary determined by the Board andreimbursable expenses and vacation accrued and owing to Executive prior to the termination. Thesum of such amounts shall hereinafter be referred to as the “Accrued Obligations,” whichshall be paid to Executive or Executive’s estate or beneficiary within thirty (30) days of the dateof termination. If Executive voluntarily terminates his employment without
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Good Reason and within (30) days of such termination, Employer determines that it would havehad Cause to terminate Executive pursuant to Section 4(d), Executive shall be deemed to have beenterminated for Cause and the terms of Section 5(b) shall apply.          (b) Cause. If Executive’s employment is terminated by Employer for Cause, thisAgreement shall terminate without further obligations to Executive other than for the timelypayment of Accrued Obligations. If it is subsequently determined by an arbitrator, pursuant toSection 19 hereof, that Employer did not have Cause for termination, then Employer’s decision toterminate shall be deemed to have been made without Cause and the terms of Section 5(c) shallapply.          (c) By Employer Other than for Cause; Death or Disability; By Executive for GoodReason.                    (1) If (A) Employer terminates Executive’s employment for (x) a reason other than Cause, or(y) due to Executive’s death or Disability, or (B) Executive terminates his employment for GoodReason, Employer shall have no further obligations to Executive other than for (i) the payment ofAccrued Obligations, (ii) severance pay in an amount equal to twelve (12) months of Salary andpayable within thirty (30) days of the Severance Commencement Date; provided, however, that in theevent that Executive’s termination of employment is within twelve (12) months after a Change ofControl, such severance pay shall be increased to an amount equal to twenty four (24) months ofSalary, (iii) a pro rata bonus calculated based on multiplying the percentage of the year Executiveworked for Employer during the year of his termination by Executive’s target Bonus for such yearand payable within thirty (30) days of the Severance Commencement Date, and (iv) the reimbursementof premiums otherwise payable by Executive pursuant to COBRA for a period of up to 12 months, oruntil Executive no longer is eligible for COBRA continuation coverage, whichever is earlier. Forpurposes of this Section 5, “Severance Commencement Date” shall mean (x) if any stock ofEmployer or its affiliates is publicly traded on an established securities market or otherwise andthe Board (or its delegate) determines that as of the date of termination of Executive’s employmentthat the Executive is a “key employee” (within the meaning of Section 416(i) of the InternalRevenue Code of 1986, as amended (the “Code”), as interpreted in accordance with Section409A of the Code and Department of Treasury regulations and other interpretive guidance issuedthereunder) and that Section 409A of the Code applies with respect to payments to Executivepursuant to Section 5(c)(1)(ii) and (iii), the six-month anniversary of the date of the Executive’s“separation from service” (within the meaning of section 409A of the Code); or (y) if the Board (orits delegate) determines that Executive is not such a “key employee” as of date of Executive’stermination of employment (or that Section 409A of the Internal Revenue Code does not apply withrespect to payments to the Executive pursuant to Section 5(c)(1)(ii) and (iii)), the date ofExecutive’s termination of employment. The payments described in this Section 5(c)(1)(i) shall bemade within thirty (30) days of the date of Executive’s termination of employment.                    (2) If Executive terminates his employment for Good Reason and it is subsequently determinedby an arbitrator, pursuant to Section 20 hereof, that Executive did not have Good Reason fortermination, then Executive’s decision to terminate for Good Reason shall be deemed to have been avoluntary resignation, the terms of Section 5(a) shall apply, and all
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monies paid to Executive pursuant to this Section 5(c)(1), except for those monies paidpursuant to Section 5(c)(1)(i), shall be immediately returned to Employer.                    (3) The amounts payable pursuant to Section 5(c)(1) shall be the only amounts Executive shallreceive for termination in accordance with this Section 5(c); provided, however, that no amountsshall be payable pursuant to this section 5(c) on or following the date Executive breaches any ofSections 7, 8 or 9 of this Agreement.          (d) Release. Notwithstanding anything to the contrary contained herein, no severancepayments required hereunder shall be made by Employer until such time as Executive shall execute ageneral release for the benefit of Employer and its affiliates in a form satisfactory to Employer.Such general release shall not apply to (i) Executive’s rights under any Stock Incentive Plan awardagreements or (ii) Executive’s rights, as applicable, to indemnification under Employer’s charteror bylaws, any indemnification agreement or applicable law.          (e) Equity Compensation Awards. Except as expressly provided herein, except for theprovisions of Section 3(c) of this Agreement, the terms of the Stock Incentive Plans and anyrelated award agreements and/or notice of grant shall govern the termination, vesting, and/orexercise of Executive’s stock options or other equity awards upon the termination of Executive’semployment for any reason.          (f) Exclusive Remedy. Executive agrees that the payments set forth in this Agreementshall constitute the exclusive and sole remedy for any termination of Executive’s employment andExecutive covenants not to assert or pursue any other remedies, at law or in equity, with respectto this Agreement.          (g) Termination of Executive’s Office. Following the termination of Executive’semployment for any reason, Executive shall hold no further office or position with Employer or anyof its affiliates.          Section 6. Parachute Payments.          (a) If it is determined by a nationally recognized United States public accounting firmselected by the Employer and approved in writing by the Executive (which approval shall not beunreasonably withheld) (the “Auditors”) that any payment or benefit made or provided to theExecutive in connection with this Agreement or otherwise (including without limitation any StockOption or other equity based award vesting) (collectively, a “Payment”), would be subjectto the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then theEmployer shall pay to the Executive, prior to the time the Parachute Tax is payable with respect tosuch Payment, an additional payment (a “Gross-Up Payment”) in an amount such that, afterpayment by the Executive of all taxes (including any Parachute Tax) imposed upon the Gross-UpPayment, the Executive retains an amount of the Gross-Up Payment equal to the Parachute Tax imposedupon the Payment. The amount of any Gross-Up Payment shall be determined by the Auditors, subjectto adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes ofmaking the calculations required by this Agreement, the Auditors may make reasonable assumptionsand approximations concerning applicable taxes and may rely on reasonable, good faithinterpretations concerning the application of Sections
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280G and 4999 of the Code, provided that the Auditors’ determinations must be made withsubstantial authority (within the meaning of Section 6662 of the Code).          (b) The federal tax returns filed by the Executive (and any filing made by a consolidated taxgroup which includes the Employer) shall be prepared and filed on a basis consistent with thedetermination of the Auditors with respect to the Parachute Tax payable by the Executive. TheExecutive shall make proper payment of the amount of any Parachute Tax, and at the request of theEmployer, provide to the Employer true and correct copies (with any amendments) of his federalincome tax return as filed with the Internal Revenue Service, and such other documents reasonablyrequested by the Employer, evidencing such payment. If, after the Employer’s payment to theExecutive of the Gross-Up Payment, the Auditors determine in good faith that the amount of theGross-Up Payment should be reduced or increased, or such determination is made by the InternalRevenue Service, then within ten (10) business days of such determination, the Executive shall payto the Employer the amount of any such reduction, or the Employer shall pay to the Executive theamount of any such increase; provided, however, that in no event shall the Executive haveany such refund obligation if it is determined by the Employer that to do so would be a violationof the Sarbanes-Oxley Act of 2002, as it may be amended from time to time; and provided, further,that if the Executive has prior thereto paid such amounts to the Internal Revenue Service, suchrefund shall be due only to the extent that a refund of such amount is received by the Executive;and provided, further, that (i) the fees and expenses of the Auditors (and any other legal andaccounting fees) incurred for services rendered in connection with the Auditor’s determination ofthe Parachute Tax or any challenge by the Internal Revenue Service or other taxing authorityrelating to such determination shall be paid by the Employer and (ii) the Employer shall indemnifyand hold the Executive harmless on an after-tax basis for any interest and penalties imposed uponthe Executive to the extent that such interest and penalties are related to the Auditor’sdetermination of the Parachute Tax or the Gross-Up Payment. Notwithstanding anything to thecontrary herein, the Executive’s rights under this Section 6 shall survive the termination of hisemployment for any reason and the termination or expiration of this Agreement for any reason.          Section 7. Restrictions Respecting Confidential Information          Executive hereby covenants and agrees that, during his employment and thereafter, Executivewill not, under any circumstance, disclose in any way any Confidential Information (as definedbelow) to any other person other than (i) at the direction of and for the benefit of Employer, (ii)to his attorney or other advisers in connection with Executive’s enforcement of his rightshereunder, provided such individuals or entities agree to be bound by the confidentialityrestrictions herein contained, and if such Confidential Information is relevant to such enforcementaction, to the court or arbitrator, as applicable, subject to a protective order. For the purposesof the foregoing, “Confidential Information” means any information pertaining to theassets, business, creditors, vendors, manufacturers, customers, data, employees, financialcondition or affairs, formulae, licenses, methods, operations, procedures, reports, suppliers,systems and technologies of Employer and its affiliates, including (without limitation) thecontracts, patents, trade secrets and customer lists developed or otherwise acquired by Employerand its affiliates; provided, however, that Confidential Information shall exclude any informationthat was, is, or becomes publicly available other than through disclosure by Executive or any otherperson known to Executive to be subject to confidentiality obligations to Employer. All
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Confidential Information is and will remain the sole and exclusive property of Employer andits affiliates. Following the termination of his employment, Executive shall return all documentsand other tangible items containing Confidential Information to Employer, without retaining anycopies, notes or excerpts thereof.          Section 8. Proprietary Matters          Executive expressly understands and agrees that any and all improvements, inventions,discoveries, processes, or know-how that are generated or conceived by Executive during the Term(collectively, the “Inventions”) will be the sole and exclusive property of Employer, andExecutive will, whenever requested to do so by Employer (either during the Term or thereafter),execute and assign any and all applications, assignments and/or other instruments and do all thingswhich Employer may deem necessary or appropriate in order to apply for, obtain, maintain, enforceand defend patents, copyrights, trade names or trademarks of the United States or of foreigncountries for said Inventions, or in order to assign and convey or otherwise make available toEmployer the sole and exclusive right, title, and interest in and to said Inventions, applications,patents, copyrights, trade names or trademarks; provided, however, that the provisions of thisSection 8 shall not apply to an Invention that Executive developed entirely on his own time withoutusing Employer’s Confidential Information except for those Inventions that either (i) directly andmaterially relate, at the time of conception or reduction to practice of the invention, toEmployer’s business, or actual or demonstrably anticipated research or development of Employer, or(ii) directly and materially result from any work performed by Executive for Employer. Executiveshall promptly communicate and disclose to Employer all Inventions conceived, developed or made byhim during his employment by Employer, whether solely or jointly with others, and whether or notpatentable or copyrightable, (a) which relate to any matters or business of the type carried on orbeing developed by Employer, or (b) which result from or are suggested by any work done by him inthe course of his employment by Employer. Executive shall also promptly communicate and discloseto Employer all material other data obtained by him concerning the business or affairs of Employerin the course of his employment by Employer.          Section 9. Nonsolicitation/Non-Compete          (a) Executive agrees that throughout his employment and for a period of two (2) yearsfollowing the termination of his employment for any reason, he will not directly or indirectly,own, manage, operate, control, or participate in the ownership, management, operation, or controlof, or be connected with, or have any financial interest in, any Competitor. Ownership, forpersonal investment purposes only, of not to exceed (i) individually, two (2%) percent of theoutstanding capital stock of any privately held entity, or (ii) voting stock of any publicly heldcorporation shall not constitute a violation hereof. For purposes of this Agreement, the term“Competitor” shall mean any individual or entity, present or future, then providing any ofthe following products or services: (1) a multi-finance source automotive finance portal, (2)electronic contracting for automotive finance or lease transactions, other than at a financingsource entity that purchases electronic contracts or leases from automotive dealers, (3) automotivelease, retail and/or balloon payment comparison or desking tools, (4) dealer management systems(DMS), (5) any other sales or finance and insurance-related products or services for automotivedealerships similar to any products or services offered by Employer or
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any of its affiliates, or (6) any other products or services similar to any products orservices offered by Employer or any of its affiliates and which product or service categoryaccounts for at least 15% of the consolidated revenues for the last fiscal quarter of Employer.          (b) Executive agrees that during his employment with Employer and for a period of two (2)years following the termination of his employment for any reason, he will not actively solicit foremployment, consulting or any other arrangement any employee of Employer or any of its present orfuture affiliates (while an affiliate).          (c) Executive agrees that during his employment with Employer and for a period of two (2)years following the termination of his employment for any reason, he will not influence or attemptto influence customers of Employer or any of its present or future affiliates, either directly orindirectly, to divert their business to any Competitor.          (d) The restrictions contained in this Section 9 are necessary for the protection of thebusiness and goodwill of Employer and are considered by Executive to be reasonable for suchpurpose. Further, Executive represents that these restrictions will not prevent him from earning alivelihood during the restricted period.          (e) This Section 9 shall survive the termination or expiration of this Agreement.          Section 10. Equitable Relief          Executive acknowledges and agrees that Employer will suffer irreparable damage which cannot beadequately compensated by money damages in the event of a breach, or threatened breach, of any ofthe terms and provisions of Sections 7, 8 and 9 of this Agreement, and that, in the event of anysuch breach, or threatened breach, Employer will not have an adequate remedy at law. It istherefore agreed that Employer, in addition to all other such rights, powers, privileges andremedies that it may have, shall be entitled to injunctive relief, specific performance or suchother equitable relief as Employer may request to enforce any of those terms and provisions and toenjoin or otherwise restrain any act prohibited thereby, and Executive will not raise and herebywaives any objection or defense that there is an adequate remedy available at law. Notwithstandingthe provisions of Section 20 of this Agreement, Executive agrees that Employer shall be entitled toseek such injunctive relief, without bond, in a court of competent jurisdiction and Executivehereby consents to the jurisdiction of the state and federal courts of New York for purposes ofsuch an action. Executive agrees that any claim he may have against Employer or any of itsaffiliates shall not constitute a defense against the issuance of any such equitable relief. Theforegoing shall not constitute a waiver of any of Employer’s rights, powers, privileges andremedies against or in respect of a breaching party or any other person or thing under thisAgreement, or applicable law.          Section 11. Notice          Any notice, request, demand or other communication hereunder shall be in writing, shall bedelivered by hand or sent by registered or certified mail or by reputable overnight deliveryservice, postage prepaid, to the addressee at the address set forth below (or at
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such other address as shall be designated hereunder by written notice to the other partyhereto) and shall be deemed conclusively to have been given when actually received by theaddressee.          All notices and other communications hereunder shall be addressed as follows:If to Executive at the address set forth in the Employer’s