LKQ-EX10.2_2015.03.31


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.