EX-10.21






AMENDMENT NO. 1 TO 

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT




     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is made this 31st day of December, 2008 between DealerTrack Holdings, Inc. a
Delaware corporation (the “Company”), and Robert Cox, (“Executive”).



     WHEREAS, the Company and Executive entered into the Amended and Restated Senior Executive
Employment Agreement, dated as of August 8, 2007 (the “Employment Agreement”); and



     WHEREAS, the parties now desire to amend the Employment Agreement by modifying the terms
thereof as required by Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:



     1. Amendments.



          (a) Effective immediately, Section 5(d) of the Employment Agreement is deleted in its entirety
and shall have no further force or effect (herein referred to as the “Original Release
Provision”):





“Notwithstanding anything to the contrary contained herein, no severance
payments required hereunder shall be made by Employer until such time as
Executive shall execute a general 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
award agreements or (ii) Executive’s rights, as applicable, to
indemnification under Employer’s charter or bylaws, any indemnification
agreement or applicable law.”



          (b) Effective immediately, the following paragraph is inserted in place of and replaces the
Original Release Provision in its entirety:





“Notwithstanding anything to the contrary contained herein, no severance
payments required hereunder shall be made by Employer unless Executive
executes and delivers a general release for the benefit of Employer and its
affiliates in a form satisfactory to Employer, which release shall be
executed and delivered (and not revoked) promptly (and in no event more than
50 days following the Executive’s termination). Such general release shall
not apply to (i) Executive’s rights under any Stock Incentive Plan award
agreements or (ii) Executive’s rights, as applicable, to indemnification
under Employer’s charter or bylaws, any indemnification agreement or
applicable law.”



 









 





          (c) Effective immediately, the Employment Agreement is hereby amended to add the following
Section 24:




               “Section 24. Section 409A



                    (a) For purposes of Section 5(c)(1) of this Agreement, a “termination of employment”
shall only occur if there has been a “separation from service” within the meaning of Treasury
Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available
thereunder.



                    (b) It is intended that any amounts payable under this Agreement and the Employer’s and
Executive’s exercise of authority or discretion hereunder shall comply with and avoid the
imputation of any tax, penalty or interest under Section 409A. This Agreement shall be construed
and interpreted consistent with that intent.”



     2. Other Terms Unmodified. Except as expressly modified hereby, the Employment
Agreement remains unmodified.



     3. Counterparts. This Amendment may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument. Facsimile copies shall have the same effect as originals.



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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first written above.



	 	 	 	 	 
	 	 	EXECUTIVE:
	 
	 	 	 	 
	 	 	 
	 	 	Robert Cox
	 

	 	Date:	 	 
	 
	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date: