EXHIBIT 10.21


****


**CCC
INFORMATION SERVICES GROUP INC.**
 **EXECUTIVE
SEVERANCE POLICY**
 
  ****Human
      Resources Policy:**
    **Severance
      - EMG****Section:**
    **Benefits****Effective
      Date:**
    **March
      1, 2004****Supercedes:**
    **Severance
      - US Based Employees****Effective
      Date: February 1, 2001****Salary
      Grades O, P, X**

****
**Policy****




In the
event an Eligible Executive is terminated “Without Cause” or an Eligible
Executive resigns for “Good Reason,” the Executive shall be entitled to
severance benefits as detailed in this policy.




**Definitions**




*Change
in Control -* Any of
the following: (i) the merger, consolidation, or reorganization of the Company
with any other corporation after which the holders of Common Stock immediately
prior to the effective date thereof hold less than 51% of the outstanding common
stock of the surviving or resulting entity; provided, however, that no
change-in-control will occur if after the merger, consolidation or
reorganization, a holder of Common Stock immediately prior to the effective date
thereof is the largest stockholder of the surviving or resulting entity and owns
at least 25% of the outstanding ownership interest in the surviving or resulting
entity; (ii) the sale of all or substantially all of the assets of the Company
to any person or entity other than a wholly owned subsidiary; (iii) any person
or group of persons acting in concert, other than individuals who are
stockholders, directors or officers of the Company on June 28, 2000, or entity
becomes the beneficial owner, directly or indirectly, of more than 50% of the
outstanding Common Stock; or (iv) the individuals who, as of the close of the
most recent annual meeting of the Company's stockholders, are members of the
Board of Directors (the "Existing Directors") cease for any reason to constitute
more than 50% of the Board; provided, however, that if the election, or
nomination for election, by the Company's stockholders of any new director was
approved by a vote of at least 50% of the Existing Directors, such new director
shall be considered an Existing Director; provided further, however, that no
individual shall be considered an Existing Director if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 under the Securities Exchange Act of 1934) or
other actual or threatened solicitation of proxies by or on behalf of anyone
other than the Board (a "Proxy Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest.




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*Company
-* CCC
Information Services Inc. and any successor thereto.




*Company
Funded Rate* - ** The rate
at which the company funds its annual bonus plan. The Company funded rate is
expressed as a percentage of the total bonus pool available for distribution
based on achievement versus the Company's financial targets and strategic
objectives. It is calculated by applying formulae and other guidelines that are
approved by the Compensation and Nominating Committee to the Company's audited
financial results and operating results following the end of the fiscal
year.




*Compensation
and Nominating Committee -* The
Compensation and Nominating Committee of the Board of Directors of the
Company.




*EMG -* The
Company’s Executive Management Group as designated by the Chief Executive
Officer of the Company. **




*Eligible
Executive -* Each ** member of
the EMG who (1) has been notified in writing by the Chief Executive Officer or
Senior Human Resources Officer that he or she is covered by this policy and (2)
is not party to a formal employment agreement with the Company.




*Termination
“For Cause”* - The
Eligible Executive’s involuntary termination for (i) willful failure to perform
his or her duties, (ii) willful misconduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise, (iii) egregious misconduct
involving serious moral turpitude to the extent that his or her creditability
and reputation no longer conforms to the standard of senior executives of the
Company (iv) dishonesty, unethical behavior, breach of fiduciary
responsibilities, or material violation of Company policy shall constitute
termination “For Cause.”




*Termination
“For Good Reason”* -The
voluntary resignation of employment by an Eligible Executive following: (i) a
material reduction in the nature or status of the Eligible Executive’s
authorities, duties or responsibilities from those in effect at the time he or
she first qualified to receive benefits under this policy, but excluding
transfers to equivalent positions and reductions in duties or responsibilities
due to documented poor performance; (ii) within twenty-four months following the
consummation of the event constituting a Change in Control a material reduction
in the nature or status of the Eligible Executive’s authorities, duties or
responsibilities from those in effect immediately prior to the Change in
Control; or (iii) ** any
failure by the Company to fulfill it’s employment obligations other than an
isolated, insubstantial, or inadvertent failure not occurring in bad faith shall
constitute termination for “Good Reason.”




An
Eligible Executive must declare his or her intention to terminate employment for
“Good Reason” by providing written notice to the company’s Chief Executive
Officer and Senior Human Resources Officer detailing the circumstances that,
under this definition, constitute a termination for Good Reason. A termination
for “Good Reason” shall not occur under clause (iii) above until thirty (30)
days have elapsed from the date that such notice is received *and* , during
those thirty (30) days, the Company fails to cure or initiate material action to
cure the circumstances for which the notice of termination for Good Reason has
been given.




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*Termination
“Without Cause”* -
Involuntary termination of an Eligible Executive’s employment for reasons not
related to termination “For Cause.” Termination “Without Cause” includes but is
not limited to involuntary terminations due to job elimination, reduction in
force, or transfer of principal place of business to a location which is more
than fifty (50) miles from the Company’s principal place of business on the date
this policy is effective.




**Eligibility
for Severance Benefits**




Only
Eligible Executives who execute both (i) a general release of all claims and
covenant not to sue the Company and (ii) either a non-compete agreement if the
Eligible Executive has not already executed a non-compete, or if the Executive
has a non-compete agreement, a reaffirmation of the covenants contained in such
agreement, may receive severance benefits under this policy. In the event an
Eligible Executive violates the non-compete during a period in which severance
benefits are payable under this policy, then such Eligible Executive shall
forfeit all remaining severance benefits, including any unpaid bonus, rights to
subsidized COBRA or continued outplacement services, and the Eligible Executive
shall have no further rights under this policy.




**Administration**




The
policy shall be administered by the Company’s Senior Human Resources Officer.
The policy may not be altered or changed in any way without the approval of the
Compensation and Nominating Committee of the Board of Directors. Any exceptions
to the policy must be approved by the Compensation and Nominating Committee of
the Board of Directors. This policy may be amended at any time with the approval
of the Compensation and Nominating Committee of the Board of Directors.
Notwithstanding the foregoing, this policy may not be amended or terminated to
decrease the level of severance payable, or to eliminate any Eligible
Executive's eligibility for participation under such policy during the period
immediately following the consummation of the event constituting a Change in
Control and ending twenty-five (25) months following a Change in
Control.




**Terminations
that Qualify for Severance Benefits**




An
Eligible Executive shall receive severance benefits in the event he or she:




·
    Is
      terminated by the Company “Without Cause;” or


·
    Terminates
      for “Good Reason.”




**Severance
Benefits**




·
    If
      such termination occurs before the first anniversary of the Eligible
      Executive’s designation as an EMG member, (a) six month’s salary, payable
      in installments according to the Company’s regular payroll practices, plus
      (b) prorated target bonus multiplied by the Company Funded Rate up to a
      maximum of 50% of full target bonus for the Company’s fiscal year in which
      termination occurs, payable at the same time and in the same manner as the
      Company pays bonuses to active employees for such
      fiscal year;*provided,
      however*,
      if the termination is following a Change in Control, but during the same
      fiscal year of the Company in which the Change in Control occurred and the
      Company’s bonus plan as in effect prior to the Change in Control is not
      continued following the Change in Control, then an amount equal to the pro
      rated target bonus the Eligible Executive would have received multiplied
      by the Company Funded Rate, determined as if the date the Change in
      Control occurs were the last day of the fiscal year but projected on an
      annualized basis, up to a maximum of 50% of full target bonus, payable in
      a lump sum.




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·
    If
      such termination occurs after the first anniversary of the Eligible
      Executive’s designation as an EMG member, (a) one year (twelve months)
      salary payable in installments according to the Company’s regularly
      payroll practices plus (b) target bonus multiplied by the Company Funded
      Rate up to a maximum of 100% of full target bonus for the Company’s fiscal
      year in which termination occurs, payable at the same time and in the same
      manner as the Company pays bonuses to active employees for such fiscal
      year;*provided, however*,
      if the termination is following a Change in Control but in the same fiscal
      year of the Company in which the Change in Control occurred and the
      Company’s bonus plan as in effect prior to the Change in Control is not
      continued following the Change in Control, then an amount equal to the pro
      rated target bonus the Eligible Executive would have received multiplied
      by the Company Funded Rate, determined as if the date that the Change in
      Control occurs were the last day of the fiscal year but projected on an
      annualized basis, up to a maximum of 100% of full target bonus, payable in
      a lump sum.




·
    Should
      the Eligible Executive elect to continue medical benefits under COBRA, the
      Company shall continue to subsidize premiums at the employer contribution
      rate for the number of months covered by severance payments. Thereafter,
      should the Eligible Executive elect to continue medical benefits under
      COBRA, he or she will be responsible for the full
  premium.




·
    Twelve
      months executive outplacement services from a provider selected or
      approved by the Company.




·
    In
      the event that the termination is Without Cause or for Good Reason within
      the period immediately following the consummation of the event
      constituting a Change of Control and ending twenty-four (24) months
      following the Change in Control, in addition to the benefits outlined
      above, all of the Eligible Executive’s unvested stock options or other
      stock incentives shall vest immediately. Exercise rights shall be governed
      by the applicable stock incentive
agreement.




·
    All
      salary and accrued but unused vacation, as well as rights under all
      employee benefit plans of the Company earned through the termination
      date.




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**Parachute
Payment Excise Taxes**




In the
event that the benefits provided for under this policy, when aggregated with any
other payments or benefits received by the Eligible Executive, would if payable
(i) constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) be subject to
the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the
amount of benefits which otherwise would be provided for under the terms of this
Policy may, at the election of the Eligible Executive made prior to his
termination of employment, be reduced to the extent necessary so that the Excise
Tax would not apply to the Eligible Executive. In such case the Eligible
Executive may elect which benefits will be reduced in order that the Excise Tax
does not so apply. **** In the
event that the Eligible Executive elects not to reduce his benefits and is
subject to the Excise Tax, then the Executive will be solely responsible for
payment of (i) the amount of the Excise Tax and (ii) any interest, penalties,
fines or additions to any tax which are imposed on the Eligible Executive in
connection with the imposition of such Excise Tax. In all events the Eligible
Executive shall be responsible for all income taxes and applicable employment
taxes (other than the portion of the employment taxes for which the Company is
responsible) on any benefits and payments under this policy.




**Terminations
that Do Not Qualify for Severance**




An
Eligible Executive may not receive severance benefits under this policy if he or
she is





·
    Terminated
      by the Company “For Cause”


·
    Terminated
      by the Company for reasons related to death or
  disability




**Benefits
if the Termination does not Qualify for Severance**




The
executive is entitled to earned salary for the period ending on the termination
date plus accrued but unused vacation and any employee benefits earned under the
Company’s employee benefit plans through the termination date. Stock options or
other stock incentives shall be treated in accordance with the applicable stock
incentive agreement.




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