LKQ-EX10.1_2015.03.31


Exhibit 10.1


	
					
	 
	M E M O R A N D U M
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	TO:
	 
	 
	 
	 

	 
	 
	 
	 
	 

	FROM:
	Compensation Committee
	 
	 

	 
	 
	 
	 
	 

	DATE:
	March __, 2015
	 
	 
	 

	 
	 
	 
	 
	 

	RE:
	Management Incentive Plan
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 






You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential 2015 bonus.  The potential bonus described in this letter is subject to all of the terms and conditions set forth in this memorandum and in the MIP (a copy of which is attached to this memorandum).  In the event of any inconsistency between the terms and conditions of the MIP and this memorandum, the terms and conditions of the MIP shall control.
	
								
	Performance Period:
	 
	January 1, 2015 to December 31, 2015
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Performance Goals:
	 
	The diluted earnings per share of LKQ Corporation
	 

	 
	 
	 
	("EPS") for the Performance Period; provided, however,
	 

	 
	 
	 
	that EPS shall be increased to the extent that EPS was
	 

	 
	 
	 
	reduced in accordance with GAAP by objectively
	 

	 
	 
	 
	determinable amounts (in 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 filings under the Securities

	 
	 
	 
	Exchange Act of 1934.

	 
	 
	 
	 

	 
	 
	 
	In addition, the Compensation Committee shall adjust the 

	 
	 
	 
	Performance Goals 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

	 
	 
	 
	respective exchange rates as set forth in the Company’s

	 
	 
	 
	budget approved by the Board of Directors on February 12,

	 
	 
	 
	2015 of CAD0.84, EUR1.10 and GBP1.50).

	 
	 
	 
	 

	 
	 
	 
	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 Payout Formula or may eliminate

	 
	 
	 
	the actual award.

	 
	 
	 
	 
	 
	 
	 

	Target Award:
	 
	 
	 % of Base Salary
	 

	 
	 
	 
	 
	 
	 
	 

	Payout Formula:
	 
	 
	 
	 
	 

	 
	 
	 
	EPS ($)
	Percentage of Base Salary

	 
	 
	Less than
	 
	 
	0