**Exhibit 10.3****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 JohnA. Blair (“Executive”) and Automotive Lease Guide (alg), Inc., a Delaware corporation(“Employer”) with principal offices at 3760 State Street, Suite 200, Santa Barbara, CA,93105.     WHEREAS, Executive and Employer are parties to a senior executive employment agreement, datedas of May 25, 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 Chief Executive Officer of Employer and shall report directly to theBoard of Director’s of Employer (the “Board”) and the Employer’s Chief Executive Officerand or President of DealerTrack Holdings, Inc. (“Parent”) or his designee. Executive shallfaithfully and diligently perform his duties at the direction of the Board, Parent’s ChiefExecutive Officer, President, or his designee, to the best of Executive’s ability. Executive shall(i) devote his best efforts, skill, and ability and full business time and attention to theperformance of the services customarily incident to such office, subject to vacations and sickleave as provided herein and in accordance with Employer policy, (ii) carry out his duties in acompetent and professional manner; and (iii) generally promote the interests of Employer. Subjectto applicable law, Executive shall not knowingly participate in any activity that is detrimental tothe interests of Employer, Parent or any of their affiliates, including, without limitation, anypublic criticism or disparagement of any type by Executive, through the media or otherwise, ofEmployer or any of its affiliates or employees, except in connection with the exercise ofExecutive’s rights against Employer or any of its affiliates.
 

 
     (b) Executive agrees to abide by all policies applicable to senior executive officers ofEmployer promulgated from time to time by Parent or Employer, as applicable, which policies areenforced uniformly and applicable 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 Sixty Eight Thousand Dollars ($268,000) (the “Minimum Salary”), less allapplicable federal, state, and local tax withholdings. Such Salary shall be earned and shall bepayable in periodic installments in accordance with Employer’s payroll practices. During the Term,the Board of Directors of Parent (the “Parent Board”) or the Compensation Committee of theParent Board (the “Compensation Committee”) will review the Salary annually and may in itsdiscretion increase the Salary, but may not reduce it during the Term unless Parent institutessalary reductions across the board; provided, however, that in no event shall the Salary be reducedbelow the Minimum Salary without Executive’s written consent.     (b) Bonus. For each fiscal year of Parent (each, a “Fiscal Year”), Executiveshall be entitled to receive a cash performance bonus (a “Bonus”) which shall be based onthe achievement of certain performance benchmarks by Parent and/or Employer during such Fiscal Yearwhich shall be determined by the Parent Board. The Parent Board shall review the target Bonus onan annual basis and, in its sole discretion, may increase such target Bonus for any Fiscal Year.The target Bonus shall not be decreased except in connection with company-wide bonus reductions.The target Bonus for any Fiscal Year shall be at least fifty (50%) percent of the Salary for suchFiscal Year. The Bonus for each Fiscal Year shall be paid, if at all, to Executive on a scheduleconsistent with Employer’s bonus payments to its other similarly situated senior executive officersby no later than two and one half (21/2) months following the end of such Fiscal Year. Executiveunderstands and agrees that the Bonus is established in part as an inducement for Executive toremain employed by Employer and except as provided in Section 5(c) of this Agreement, or in theEmployer’s sole discretion, in the event that Executive’s employment is terminated prior to the endof any Fiscal Year during the Term, then Executive shall not receive payment of any Bonus for suchyear.     (c) Additional Compensation. Without limiting the amounts otherwise set forth in thisAgreement, Executive shall receive a payment each month (the “Additional Compensation”) inarrears from the Effective Date of this Agreement until the Note described in Section 3(d) below isissued, based on the following formula:[ $1,200,000 (the “Face Amount”) ] x [the prime interest rate, as publishedin the Wall Street Journal as of the Effective Date, plus 1%, up to an aggregatemaximum rate of 7%) (the “Interest Rate”)] / 12
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     (d) Additional Bonus. As an additional inducement for Executive to remain employed byEmployer, Executive shall be eligible to receive an additional bonus (the “AdditionalBonus”), less all applicable federal, state and local tax withholdings, as follows: (1) If in any calendar year ending on or beforeDecember 31, 2009 (y) the revenue from sales of Employer products andChrome Systems Corporation (“Chrome”) products (“ALG/ChromeRevenues”) for such year equals or exceeds $50.0 million (the“ALG/Chrome Revenue Milestone”) and (z) the EBITDA Ratio forthe ALG/Chrome business for such year equals or exceeds the EBITDARatio of the Parent business as a whole (exclusive of the ALG/Chromebusiness), then Parent shall promptly issue to Executive a note in theprincipal amount of $1,200,000 on the terms described in (d)(3) below(the “Note”). “EBITDA Ratio” shall mean the ratio ofthe earnings before interest, taxes, depreciation, and amortization forthe respective business in question divided by the revenue from suchbusiness.  (2) If ALG/Chrome Revenues for the year endingDecember 31, 2009 equal 70% of the ALG/Chrome Revenue Milestone, and(d)(1)(z) above occurs for that year, Parent shall issue to Executive aNote in the principal amount of $600,000. If ALG/Chrome Revenues forthe year ending December 31, 2009 are greater than 70% of theALG/Chrome Revenue Milestone, but less than 100% of such milestone and(d)(1)(z) above occurs, then Parent shall issue to Executive a Note inthe principal amount of (x) $600,000 plus (y) $20,000 for eachadditional $500,000 of ALG/Chrome Revenues for the year ending December31, 2009 in excess of 70% of the ALG/Chrome Revenue Milestone and lessthan 100% of the ALG/Chrome Revenue Milestone. For the avoidance ofdoubt, there will be no additional $20,000 (or portion thereof) addedto the principal of the Note for each incremental additional ALG/ChromeRevenues for the year ending December 31, 2009 of less than $500,000.For example, if ALG/Chrome Revenues for the year ending December 31,2009 are $36,200,000, then an additional amount of $40,000 (i.e.,$20,000 x2) shall be added to the principal amount of the Note for atotal principal amount of $640,000.  (3) The Note will provide that (w) it shall bearinterest at the Interest Rate, (x) interest accrued on the Note will bepaid to the Executive monthly, (y) it will be payable in full on June30, 2010, and (z) it may be prepaid without penalty at any time inParent’s sole discretion. (i) Within 90 days following each ofthe years ending December 31, 2006, 2007, 2008 and 2009, Parentshall deliver to Executive Parent’s calculation, with reasonable
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   supporting detail (the “Parent’s Calculation”) ofALG/Chrome Revenues or Employer Revenues, as the case may be,and the applicable EBITDA Ratios (collectively, the“Financial Milestones”) for the preceding calendaryear.  (ii) If Executive disagrees with theParent’s Calculation, the Executive may, within 30 days afterdelivery of the Parent’s Calculation, deliver a notice to Parentdisagreeing with any portion of the Parent’s Calculation forsuch year (the “Objection Notice”). The ObjectionNotice shall specify in reasonable detail those items or amountsas to which Executive disagrees. If Executive does not deliveran Objection Notice during such time period or Executiveindicates agreement with the Parent’s Calculation, then theParent’s Calculation shall be the agreed upon amounts for theFinancial Milestones for such applicable period.  (iii) If Executive shall havedelivered the Objection Notice within the 30 day period referredto in clause (ii) above, then Parent and Executive shall, duringthe 30 days following such delivery, use their good faithefforts to reach agreement on the disputed items or amounts inorder to determine the Financial Milestones. If Parent andExecutive are unable to reach agreement during such period, theyshall promptly thereafter cause a mutually acceptableindependent public accounting firm (the “AccountingReferee”) to review the disputed items or amounts for thepurpose of calculating the Financial Milestone(s) in dispute.The Accounting Referee may request additional supporting detailfrom the Parent pertaining to the portion of the Parent’sCalculation identified by Executive in the Objection Notice.Within ten (10) days after delivery of such additional detail,the Executive may supplement the Objection Notice to add anydisputes newly discovered by the Executive from the additionaldetail, but only if such item in dispute could not reasonablyhave been ascertained from the supporting detail provided byParent with the Parent Calculation. The Objection Notice may besupplemented only once. In making such calculation, theAccounting Referee shall consider only those items or amounts inthe Parent’s Calculation as to which the Executive has disagreedand which are specifically identified in reasonable notice inthe Objection Notice, as supplemented, if applicable. TheAccounting Referee shall deliver to Parent and Executive, aspromptly as practicable, a written report setting forth itscalculation of the items or amounts in dispute. Such report
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   shall be final and binding upon Parent and Executive, absentmanifest error or willful misconduct. The cost of suchreview and report shall be borne (x) by Executive, ifParent’s calculation of the Financial Milestone(s) in disputeis closer to the Accounting Referee’s determination thanExecutive’s calculation thereof, (y) by Parent, if thereverse is true and (z) except as provided in (x) or (y)above, equally by Executive and Parent. (4) If Parent sells or disposes of some or all ofthe assets of Employer or Chrome or does not collect fair market valuefor the products/services of Employer or Chrome because saidproducts/services were sold as part of a bundle of products/servicesoffered by Parent, the terms of this Section 3(d) will be adjustedequitably in the manner described under similar circumstances in thatAsset Purchase Agreement, dated May 25, 2005, by and among AutomotiveLease Guide (alg), LLC, ALG, Executive and other parties (the“Purchase Agreement”).     (e) Equity. In connection with Executive’s employment, Executive has been and maycontinue to be granted stock options (“Stock Options”) to purchase equity securities ofParent pursuant to the terms of DealerTrack Holdings, Inc. 2001 Stock Option Plan, effective as ofAugust 10, 2001, as amended (“Stock Option Plan”) or may be granted Stock Options or otherequity based awards pursuant to the terms of the DealerTrack Holdings, Inc. 2005 Incentive AwardPlan, effective as of May 26, 2005, as amended (the “2005 Incentive Award Plan”), or anyother successor equity incentive plans (collectively, the “Stock Incentive Plans”). Exceptas otherwise provided herein, the terms of the Stock Options shall be governed by the StockIncentive Plans. Executive shall be credited with twenty-four (24) months accelerated vesting ofhis Stock Options upon termination of Executive’s employment by: (1) Employer without Cause (asdefined below); or (2) Executive for Good Reason (as defined below). Executive shall be creditedwith thirty-six (36) months accelerated vesting of his Stock Options upon a Change of Control(defined below). Executive shall be credited with full acceleration and vesting of his StockOptions 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:
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     (i) A transaction or series of transactions (other than an offering of shares of Parentto the general public through a registration statement filed with the Securities andExchange Commission) whereby any “person” or related “group” of “persons” (as such terms areused in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)(other than the Parent, any of its subsidiaries, an employee benefit plan maintained by theParent or any of its subsidiaries or a “person” that, prior to such transaction, directly orindirectly controls, is controlled by, or is under common control with, the Parent) directlyor indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under theSecurities Exchange Act of 1934, as amended) of securities of the Employer or Parentpossessing more than 50% of the total combined voting power of the Employer’s or Parent’ssecurities outstanding immediately after such acquisition; or     (ii) During any period of two consecutive years, individuals who, at the beginning ofsuch period, constitute the Parent Board together with any new director(s) (other than adirector designated by a person who shall have entered into an agreement with the Company toeffect a transaction described in Section 3(c)(i) or Section 3(c)(iii)) whose election bythe Parent Board or nomination for election by the Parent’s stockholders was approved by avote of at least two-thirds of the directors then still in office who either were directorsat the beginning of the two-year period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute a majority thereof; or     (iii) The consummation by the Employer or Parent (whether directly involving theEmployer or Parent or indirectly involving the Employer or Parent through one or moreintermediaries) of (x) a merger, consolidation, reorganization, or business combination or(y) a sale or other disposition of all or substantially all of the Employer’s or Parent’sassets in any single transaction or series of related transactions or (z) the acquisition ofassets or stock of another entity, in each case other than a transaction:     (A) Which results in the Employer’s or Parent’s voting securities outstandingimmediately before the transaction continuing to represent (either by remainingoutstanding or by being converted into voting securities of the Employer or Parentor the person that, as a result of the transaction, controls, directly orindirectly, the Employer or Parent or owns, directly or indirectly, all orsubstantially all of the Employer’s or Parent’s assets or otherwise succeeds to thebusiness of the Employer or Parent (the Employer or Parent 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 orParent prior to the consummation of the transaction; or
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(iv) The Employer’s or Parent’s stockholders approve a liquidation or dissolution ofthe Employer or Parent.The Parent Board or its designee shall have full and final authority, which shall be exercised inits discretion, to determine conclusively whether a Change of Control of the Employer or Parent hasoccurred, and the date of the occurrence of such Change of Control and any incidental mattersrelating thereto.     (f) 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.     (g) 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.     (h) 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.     (i) Modification. Employer reserves the right to modify, suspend or discontinue anyand all of the above plans, practices, policies and programs referenced in Sections 3(f) and (g) 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 such modification,suspension or discontinuance of the plans, practices and policies referenced in Section 3(g) willnot apply to otherwise reimbursable expenses incurred by Executive prior 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 reasonable
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accommodation (that does not impose an undue hardship on Employer), and which has lasted atleast (i) sixty (60) consecutive days, (ii) the balance of Executive’s entitlement to leave, ifany, 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 nature or is notsusceptible of cure, then no cure period shall be required 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
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within the allotted time; (ii) a material reduction of Executive’s then current title, status,authority, responsibility or duties or the assignment to Executive of any duties materiallyinconsistent with Executive’s then current position; (iii) any material reduction in Executive’ssalary or benefits; (iv) the failure of any successor entity to assume the terms of this Agreementupon any Change of Control; (v) the relocation of Executive to a facility or location more thanfifty (50) miles from Employer’s principal offices at the address set forth in the preamble to thisAgreement; or (vi) the failure of Employer to renew this Agreement upon the expiration of theInitial Term or any Renewal Term. The Employer Default Notice shall specify the reason forExecutive’s belief that an event constituting Good Reason has occurred. Notwithstanding theforegoing, any material breach of this Agreement by Employer, or other event constituting GoodReason, shall not constitute Good Reason if any such breach or other event is cured or corrected byEmployer within thirty (30) days following 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 Parent 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 Good Reason and within(30) days of such termination, Employer determines that it would have had Cause to terminateExecutive pursuant to Section 4(d), Executive shall be deemed to have been terminated for Cause andthe 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
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Commencement Date; provided, however, that in the event that Executive’s termination ofemployment is within twelve (12) months after a Change of Control, such severance pay shall beincreased to an amount equal to twenty four (24) months of Salary, (iii) a pro rata bonuscalculated based on multiplying the percentage of the year Executive worked for Employer during theyear of his termination by Executive’s target Bonus for such year and payable within thirty (30)days of the Severance Commencement Date, (iv) the reimbursement of premiums otherwise payable byExecutive pursuant to COBRA for a period of up to 12 months, or until Executive no longer iseligible for COBRA continuation coverage, whichever is earlier, (v) the Additional Bonus, payable,if any, as set forth in Section 3(d) above, and (vi) the Additional Compensation, payable as setforth in Section 3(c) above until the earlier of June 30, 2010 or the Note is issued.. For purposesof this Section 5, “Severance Commencement Date” shall mean (x) if any stock of Parent orits affiliates is publicly traded on an established securities market or otherwise and the ParentBoard (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 ParentBoard (or its delegate) determines that Executive is not such a “key employee” as of date ofExecutive’s termination of employment (or that Section 409A of the Internal Revenue Code does notapply with respect to payments to the Executive pursuant to Section 5(c)(1)(ii) and (iii)), thedate of Executive’s termination of employment. The payments described in this Section 5(c)(1)(i)shall be made 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 monies paid to Executivepursuant to this Section 5(c)(1), except for those monies paid pursuant 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 orParent’s charter or bylaws, any indemnification agreement or applicable law.
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     (e) Equity Compensation Awards. Except as expressly provided herein, except for theprovisions of Section 3(e) 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 280G and 4999 of the Code, provided that theAuditors’ determinations must be made with substantial authority (within the meaning of Section6662 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,
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that in no event shall the Executive have any such refund obligation if it isdetermined by the Employer that to do so would be a violation of the Sarbanes-Oxley Act of 2002, asit may be amended from time to time; and provided, further, that if the Executive has prior theretopaid such amounts to the Internal Revenue Service, such refund shall be due only to the extent thata refund of such amount is received by the Executive; and provided, further, that (i) the fees andexpenses of the Auditors (and any other legal and accounting fees) incurred for services renderedin connection with the Auditor’s determination of the Parachute Tax or any challenge by theInternal Revenue Service or other taxing authority relating to such determination shall be paid bythe Employer and (ii) the Employer shall indemnify and hold the Executive harmless on an after-taxbasis for any interest and penalties imposed upon the Executive to the extent that such interestand penalties are related to the Auditor’s determination of the Parachute Tax or the Gross-UpPayment. Notwithstanding anything to the contrary herein, the Executive’s rights under thisSection 6 shall survive the termination of his employment for any reason and the termination orexpiration 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. AllConfidential Information is and will remain the sole and exclusive property of Employer and itsaffiliates. Following the termination of his employment, Executive shall return all documents andother tangible items containing Confidential Information to Employer, without retaining any copies,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, and Executivewill, whenever requested to do so by Employer (either during the Term or thereafter), execute andassign any and all applications, assignments and/or other instruments and do all things whichEmployer may deem necessary or appropriate in order to apply for, obtain, maintain, enforce anddefend patents, copyrights, trade names or trademarks of the United States or of foreign countriesfor said Inventions, or in order to assign and convey or otherwise make
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available to Employer the sole and exclusive right, title, and interest in and to saidInventions, applications, patents, copyrights, trade names ortrademarks; provided, however, that pursuant to California Labor Code Section 2872 and any successor thereto, theprovisions of thisSection 8 shall not apply to an Invention that fully under the provisions of California Labor CodeSection 2870 (and any successor thereto) which provides:“Any provision in an employment agreement which provides that an employee shallassign, or offer to assign, any of his or her rights in an invention to his or heremployer shall not apply to an invention that the employee developed entirely on hisor her own time without using the employer’s equipment, supplies, facilities, ortrade secret information except for those inventions that either: (1) Relate at thetime of conception or reduction to practice of the invention to the employer’sbusiness, or actual or demonstrably anticipated research or development of theemployer; or (2) Result from any work performed by the employee for the employer.”     Executive shall promptly communicate and disclose to Employer all Inventions conceived,developed or made by him during his employment by Employer, whether solely or jointly with others,and whether or not patentable or copyrightable, (a) which relate to any matters or business of thetype carried on or being developed by Employer, or (b) which result from or are suggested by anywork done by him in the course of his employment by Employer. Executive shall also promptlycommunicate and disclose to Employer all material other data obtained by him concerning thebusiness or affairs of Employer in the course of his employment by Employer.     Section 9. Nonsolicitation     (a) 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).     (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 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.     (c) 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.     (d) This Section 9 shall survive the termination or expiration of this Agreement.     Section 10. Equitable Relief
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     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 Los Angeles 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 such other addressas shall be designated hereunder by written notice to the other party hereto) and shall be deemedconclusively to have been given when actually received by the addressee.     All notices and other communications hereunder shall be addressed as follows:If to Executive at the address set forth in the Employer’s