Insurance Auto Auctions 2005 Incentive Plan

EXHIBIT 10.21


Insurance Auto Auctions, Inc.


2005 Incentive Plan

Corporate Management

Insurance Auto Auctions, Inc.

2005 Incentive Plan


SECTION 1 OBJECTIVE


The purpose of this Plan is to motivate and reward key executives and management personnel responsible for the successful achievement of Company financial goals along with specific personal goals during the Plan year. Performance will be evaluated against pre-determined financial objectives so that each Participant will know what specific performance will be required to achieve an incentive award.

SECTION 2 EFFECTIVE DATE

This Plan is effective January 1, 2005 and thereafter. The Plan Year shall coincide with the Company' s fiscal year. The Company reserves the right to revise or terminate the Plan at any time, with or without advance notice.


SECTION 3 PARTICIPATION


The Company' s Chief Executive Officer (CEO) will approve all Plan Participants in accordance with the authorities granted by the Board of Directors. Only personnel whose responsibilities and accomplishments can be directly identified with the achievement of major business goals are eligible to participate.


No employee shall have a right to be selected as a Participant in any year, or having been selected as a Participant for one year, to be a Participant in any other year. Participation does not constitute a guarantee of employment for the entire Plan year, or any specific time period.

SECTION 4 ELIGIBILITY

Key managers are eligible to participate in the Program provided the Chief Executive Officer approves them. The Company' s Chief Executive Officer shall approve individual participants and their Target Incentive Opportunity for the Plan year as well as any changes in Target Incentive Opportunities during the Plan year, as changes in assignments warrant.


The Company' s Chief Executive Officer must approve additions to the Executive Incentive Plan after the start of the Plan year and prior to October 1, 2005. After October 1, 2005 additional Participants will not be added to the Plan until the beginning of the next Plan year. The amount of incentive award paid will be pro-rated based on the employee' s date of Plan entrance or employment. These same guidelines apply to employees who are promoted into an incentive plan position during the year.

SECTION 5 INCENTIVE OPPORTUNITY


Incentive opportunities are ...