X0303 4 2010-03-09 0 0001333513 DealerTrack Holdings, Inc. TRAK 0001342016 ONeil Mark F C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS NY 11042 1 1 0 0 Chairman of Board, Pres. & CEO Performance Stock Unit 0.00 2010-03-09 4 A 0 58550 0.00 A 2013-01-31 Common Stock 58550 58550 D This amount represents the target number of PSUs (100%) awarded and is subject to adjustment ranging from 0% (threshold) to 137.5% (maximum) based on the percentage achievement of the performance goals. The Performance Stock Units will vest in full on January 31, 2013 subject to the achievement of certain performance goals. These performance goals are equally based on both the Company's Adjusted Net Income for calendar year 2010 and the total shareholder return of the Company's common stock as compared to other companies in the NASDAQ Internet Index in the aggregate for calendar years 2010, 2011 and 2012. /s/ Gary Papilsky as attorney-in-fact for Mark O'Neil 2009-03-11