KAR AUCTION SERVICES, INC.
FORM OF DIRECTOR RESTRICTED SHARE AGREEMENT
This Agreement (this “ Agreement ”) is entered into as of , by and between KAR Auction Services, Inc.,
a Delaware corporation (the “ Company ”), and (the “ Participant ”), pursuant to the KAR Auction Services, Inc.
2009 Omnibus Stock and Incentive Plan, as in effect and as amended from time to time (the “ Plan ”). Capitalized terms that are
not defined herein shall have the meanings given to such terms in the Plan.
1. Grant of Restricted Shares . The Company hereby grants to the Participant Shares (such shares, the “ Restricted
Shares ”), subject to all of the terms and conditions of this Agreement and the Plan.
2. Lapse of Restrictions .
(a) General . Subject to the provisions set forth below, the restrictions on Transfer set forth in Section 8 hereof shall
lapse with respect to the number of Restricted Shares specified for each date set forth below under the column captioned
“Vesting Date” (each such date, a “ Vesting Date ”) as follows:
subject in each case to the continued service of the Participant with the Company or a Subsidiary (either as a member of its
board of directors or as an employee) from the date hereof through the relevant Vesting Date.
(b) Following Certain Terminations of Service . Upon termination of the Participant’s service with the Company or a
Subsidiary for any reason (including the death or Disability of the Participant), any Restricted Shares in respect of which the
restrictions described in this Section 2 shall not already have lapsed shall be immediately forfeited by the Participant and
transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the
Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such
3. Adjustments . Pursuant to Section 5 of the Plan, in the