EX-10.2 3 lkq-ex102_20150331.htm EXHIBIT 10.2
Exhibit 10.2

| M E M O R A N D U M |
TO: | LTIP Participant |  |  |
FROM: | Compensation Committee |  |
DATE: | March __, 2015 |  |  |
RE: | Long Term Incentive Plan |  |

You have been selected to participate in the LKQ Corporation Long Term Incentive Plan (“LTIP”) for the 2015 to 2017 Performance Period. The potential payout under your award is subject to all of the terms and conditions set forth in this memorandum and in the LTIP (a copy of which is attached to this memorandum). In the event of any inconsistency between the terms and conditions of the LTIP and this memorandum, the terms and conditions of the LTIP shall control.

Performance Period: |  | January 1, 2015 to December 31, 2015 |
Awards Components: |  | See the attached Award Component Matrix
|  |  | Each of diluted earnings per share, revenue and return on
|  |  | equity shall be increased to the extent that it was reduced in
|  |  | accordance with GAAP by objectively determinable
|  |  | amounts (in a manner consistent with Section 162(m) of the
|  |  | Internal Revenue Code), in each case due to:
|  | 1. | A change in accounting policy or GAAP;
|  | 2. | Dispositions of assets or businesses;
|  | 3. | Asset impairments;
|  | 4. | Amounts incurred in connection with any financing;
|  | 5. | Losses on interest rate swaps resulting from mark to
|  |  | market adjustments or discontinuing hedges;
|  | 6. | Board approved restructuring, acquisition or similar
|  |  | charges including but not limited to charges in
|  |  | conjunction with or in anticipation of an acquisition;
|  | 7. | Losses related to environmental, legal, product liability
|  |  | or other contingencies;
|  | 8. | Changes in tax laws;

|  | 9. | A Board approved divestiture of a material business (i.e.
|  |  | the performance goals will be adjusted to account for the
|  |  | divestiture, including, if appropriate, the pro-rata effect
|  | of targeted improvements);
|  | 10. | Changes in contingent consideration liabilities;
| 11. | Losses from discontinued operations; and
|  | 12. | Other extraordinary, unusual or infrequently occurring
|  |  | items as specifically disclosed in the Company's
|  |  | financial statements or other filings under the Securities
|  |  | Exchange Act of 1934.
|  |  | In addition, the Compensation Committee shall adjust the
|  |  | Award Components or other features of the award (a) that
|  |  | relate to the value or number of the shares of common
|  |  | stock of the Company to reflect any stock dividend, stock
|  |  | split, recapitalization, combination or exchange of shares,
|  |  | or other similar changes in such stock, and (b) to account
|  |  | for changes in the value of foreign currencies of countries
|  |  | in which we operate versus the U.S. dollar (using the 2014
|  |  | average respective exchange rates of CAD0.9057,
|  |  | EUR1.3285 and GBP1.6476).
|  |  | Notwithstanding the foregoing, the Compensation
|  |  | Committee, in its sole discretion, may reduce the actual
|  |  | award payable to you below that which otherwise would be
|  |  | payable pursuant to the Award Component or may
|  |  | eliminate the actual award.