Exhibit 10.2


 


CONSULTING AGREEMENT


 


This Consulting Agreement
(the “Agreement”) dated as of this 11th day of January, 2008 between
LKQ Corporation, a Delaware corporation (hereinafter referred to as the “Company”),
and Joseph M. Holsten (hereinafter referred to as “Consultant”).


 


 


WITNESSETH


 


                WHEREAS, Consultant is currently the President and
Chief Executive Officer of the Company;


 


                WHEREAS, the Company desires to avail itself of the
experience, knowledge and judgment of Consultant for a period of time after
Consultant is no longer an employee of the Company; and


 


                WHEREAS, Consultant is willing to perform consulting
services for the Company as an independent contractor upon the terms and
conditions herein set forth.


 


                NOW, THEREFORE, for and in consideration of the
mutual covenants contained herein, the Company hereby agrees to engage
Consultant and Consultant hereby agrees to accept such engagement upon the
following terms and conditions:


 


                1.             Term.  The “Term” shall mean the period commencing
on the date that Consultant ceases to be an employee of the Company or any of
its affiliates and ending on the earlier of the five year anniversary of such
date or the death of Consultant, unless earlier terminated by Consultant for
any reason or by the Company for “Cause” (as defined in the Company’s 1998
Equity Incentive Plan).


 


                2.             Duties
and Responsibilities.  During the
Term, Consultant shall consult with the Board of Directors regarding the
Company’s strategies and operations. 
During the Term, the Company shall not require Consultant to devote more
than three business days per month toward Consultant’s duties and
responsibilities under this Agreement. 
After the Term, neither the Company nor Consultant shall have any
further obligations hereunder except, in the case of Consultant, the
obligations pursuant to paragraph 4 hereof.


 


                3.             Compensation
During the Term.  During the Term,
the Company agrees to pay Consultant at the rate of $200,000 annually.


 


                4.             Non-Competition
and Confidentiality.  Consultant
agrees that:


 


                                (a)           During
the five year period that initially comprises the Term (notwithstanding any
earlier termination of the Term in accordance with paragraph 1 hereof), the
Consultant shall not (i) engage in, represent, furnish consulting services
to, be employed by or have any interest in (whether as owner, principal,
director, officer, partner, agent, consultant, shareholder, member or
otherwise) any business which would be competitive with any business conducted
by the Company, provided, however, that
the Consultant may acquire and hold an aggregate of up to two percent of the
outstanding shares of any corporation engaged in any such business if such
shares are publicly traded in an established securities market, (ii) induce
any customer of the Company or its subsidiaries to patronize any such
competitive business or otherwise request or advise any such customer to
withdraw, curtail or cancel any of its business with the Company or its
subsidiaries, or (iii) solicit for employment, or assist any other person
in soliciting for employment, any person employed by the Company or any of its
affiliates, or (iv) use or disclose, except for the sole benefit of or
with the written consent of the Company, any confidential information relating
to the business, processes or products of the Company.


 


(b)           If any provision of Section 4(a),
as applied to any party or to any circumstances, is adjudged by a court to be
invalid or unenforceable, the same shall in no way affect any other provision
or any other part of this Agreement, the application of such provision in any
other circumstances or the validity or enforceability of this Agreement.  If any such provision, or any part thereof,
is held to be unenforceable because of the duration of such provision or the
area covered thereby, the parties agree that the court making such
determination shall have the power to reduce the duration and/or area of such
provision, and/or to delete specific words or phrases, and in its reduced form
such provision shall then be enforceable. 
Upon breach of any provision of Section 4(a), the Company and the
Consultant shall be entitled to injunctive relief, since the remedy at law
would be inadequate and insufficient.  In
addition, they shall be entitled to such damages as they can show they have sustained
by reason of such breach.


 


                5.             Notices.  Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given
when deposited in the U.S. Mail in a registered, postage prepaid envelope
addressed, if to Consultant at Consultant’s address set forth below, and if to
the Company, c/o General Counsel, 120 North LaSalle Street, Chicago, Illinois
60602, or to such other addresses as either party shall designate by written
notice to the other.


 


                6.             Assignment.  Consultant may not assign Consultant’s rights
or obligations hereunder.  The rights and
obligations of the Company hereunder shall inure to the benefit of and shall be
binding upon its successors and assigns.


 


 

















 


                7.             Independent
Contractor.  During the Term,
Consultant shall be an independent contractor, not an employee or agent, of the
Company.  Nothing in this Agreement shall
render Consultant an employee or agent of the Company, nor authorize or empower
Consultant to speak for, represent or obligate the Company in any way.  Consultant shall execute and deliver to the
Company any forms requires by the Internal Revenue Service to indicate that the
Company has no obligation to withhold any taxes with respect to Consultant
during the Term.


 


                8.             (a)           This Agreement shall be subject to
and governed by the laws of the State of Illinois.


 


                                (b)           Failure
to insist upon strict compliance with any provision(s) hereof shall not be
deemed a waiver of such provision(s) or any other provision hereof.


 


                                (c)           This
Agreement may not be modified except by an agreement in writing executed by the
parties hereto.


 


                                (d)           The
invalidity or uneforceability of any provision hereby shall not affect the
validity or enforceability of any other provisions.


 


                                IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first above written.


 


 


	
   

  	
  LKQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Victor M. Casini

  
	
   

  	
  Name: Victor M. Casini

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CONSULTANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joseph M. Holsten

  
	
   

  	
  Joseph M. Holsten

  
	
   

  	
  12200 1st
  Street West

  
	
   

  	
  Suite 301

  
	
   

  	
  Treasure Island,
  Florida 33706