Exhibit 10.1


 


RESTRICTED
STOCK AGREEMENT


 


                This Restricted Stock Agreement (this “Agreement”) is
made and entered into as of the        day
of                     ,
              
by and between LKQ Corporation, a Delaware corporation (the “Company”), and                               
(the “Key Person”).


 


Recitals


 


                The Board of Directors of the Company is of the
opinion that the interests of the Company will be advanced by encouraging
certain persons affiliated with the Company, upon whose judgment, initiative
and efforts the Company is largely dependent for the successful conduct of the
Company’s business, to acquire or increase their proprietary interest in the
Company, thus providing them with a more direct stake in its welfare and
assuring a closer identification of their interests with those of the Company.


 


                The Board of Directors of the Company is of the
opinion that the Key Person is such a person.


 


                The Company desires to grant shares of restricted
stock to the Key Person, and the Key Person desires to accept such grant, all
on the terms and subject to the conditions set forth in this Agreement and set
forth in the Company’s 1998 Equity Incentive Plan, a copy of which is attached
hereto as Exhibit A (the “Plan”).


 


Covenants


 


                NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


1.             Grant
of Restricted Stock.  The Company
hereby grants to the Key Person and the Key Person hereby accepts from the Company
            
shares of common stock of the Company, on the terms and subject to the
conditions set forth herein and in the Plan (the “Restricted Shares”).


 


2.             Representation
of the Key Person.  The Key Person
hereby represents and warrants that the Key Person has been provided a copy of
the Plan and is accepting the Restricted Shares with full knowledge of and
subject to the restrictions contained in this Agreement and the Plan.


 


3.             Restricted
Period.  Each of the Restricted
Shares shall be subject to the restrictions on transfer set forth in Section 4
below and shall be subject to forfeiture pursuant to Section 5 below
during the period that such Restricted Share is not vested (the “Restricted
Period”).  The Restricted Shares shall
vest in the following amounts and on the following dates:                                                                                                         .


 


4.             Non-Transferability
of Restricted Shares. Except as expressly provided in the Plan or this
Agreement, prior to the expiration of the Restricted Period described in Section 3
with respect to a Restricted Share, such Restricted Share may not be sold,
assigned, transferred, pledged or otherwise disposed of, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment or similar process, except by will or the laws of descent and
distribution.  Any attempted sale,
assignment, transfer, pledge or other disposition of any Restricted Share
subject to any applicable portion of the Restricted Period shall be null and
void and without effect.  Notwithstanding
the expiration of the applicable portion of the Restricted Period, the vested
portion of the Restricted Shares shall be transferred only pursuant to an
effective registration statement under applicable federal and state securities
laws or an applicable exemption from registration under such laws.


 


5.             Forfeiture.  Upon the Key Person’s voluntary termination
of employment with the Company or any of its affiliates, or upon the
termination of the Key Person’s employment with the Company or any of its affiliates
for “Cause” (as defined in the Plan), which event occurs, in either case, on a
date prior to the expiration of any applicable portion of the Restricted Period
described in Section 3, any non-vested Restricted Shares (determined in
accordance with Section 3) shall be forfeited by the Key Person to the
Company without any consideration therefor. 
The Key Person’s employment shall not be considered terminated in the
event the Key Person is transferred to, and becomes an employee of, a
subsidiary of the Company.


 


6.             Taxes.  The Key Person is responsible for taxes due
upon the expiration of any portion of the Restricted Period and on any gain
upon transfer of the Restricted Shares. 
The Key Person acknowledges receipt of a section 83(b) election
form and will consult with the Company regarding the information to be provided
on such form if the Key Person elects to file such form.  The Key Person acknowledges that the Section 83(b) election
form must be filed with the Internal Revenue Service within 30 days of the date
hereof.


 


7.             Rights
as a Stockholder.  The Company will
retain the certificate or certificates representing the Restricted Shares in
the Company’s possession until such time as all restrictions applicable to such
Restricted Shares have lapsed.  The
Company shall hold in escrow all dividends, if any, that are paid with respect
to the Restricted Shares until all restrictions on such shares have
lapsed.  The Key Person shall have the
right to vote the Restricted Shares during the Restricted Period.


 


 


 

















 


8.             Notices.  Any notices required or permitted hereunder
shall be deemed given only when delivered personally or when deposited in the
United States Post Office as certified mail, postage prepaid, addressed, as
appropriate, if to the Key Person, at the address set forth below or such other
address as the Key Person may designate in writing to the Company, and, if to
the Company, at 120 North LaSalle Street, Suite 3300, Chicago, Illinois
60602, Attention: General Counsel, or such other address as the Company may
designate in writing to the Key Person.


 


9.             Failure
to Enforce Not a Waiver.  The failure
of the Company to enforce at any time any provision of this Agreement shall in
no way be construed to be a waiver of such provision or of any other provision
hereof.


 


10.           Amendment
or Termination.  This Agreement may
not be amended or terminated unless such amendment or termination is in writing
and duly executed by each of the parties hereto.


 


11.           Benefit
and Binding Effect.  This Agreement
shall be binding upon and shall inure to the benefit of the Company, its
successors and assigns, and the Key Person and the Key Person’s executors,
administrators, personal representatives and heirs.  In the event that any part of this Agreement
shall be held to be invalid or unenforceable, the remaining parts hereof shall
nevertheless continue to be valid and enforceable as though the invalid
portions were not a part hereof.


 


12.           Entire
Agreement.  This Agreement contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, discussions and
understandings relating to such subject matter.


 


13.           Governing
Law.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Illinois, without giving effect to principles and provisions thereof
relating to conflict or choice of laws.


 


14.           Incorporation
of Terms of Plan.  The terms of the
Plan are incorporated herein by reference and the Key Person’s rights hereunder
are subject to such terms to the extent they are inconsistent with or in
addition to the terms set forth herein, and the Key Person hereby agrees to
comply with all requirements of the Plan.


 


15.           Legend.  The Company’s Secretary shall, or shall
instruct the Company’s transfer agent to, provide stop transfer instructions in
the Company’s stock records to prevent any transfer of the Restricted Shares
for any purpose until the stock is vested. 
Any certificate representing the Restricted Shares shall, until all
restrictions lapse and new certificates are issued, bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND
MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED
STOCK AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER OF THE
SECURITIES.  PRIOR TO VESTING, THE
SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES.  A COPY OF THE ABOVE-
REFERENCED AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY, 120 NORTH
LASALLE STREET, SUITE 3300, CHICAGO, ILLINOIS 60602.


 


16.           Non-Competition
and Confidentiality.  (a) Notwithstanding
any provision to the contrary set forth elsewhere herein, the Restricted Shares
or any gain realized by the Key Person upon the sale of the Restricted Shares
shall be forfeited by the Key Person to the Company without any consideration
therefor, if the Key Person is not in compliance, at any time during the period
commencing on the date of this Agreement and ending one year after the date
that all of the Restricted Shares have become vested, with all applicable
provisions of the Plan and with the following conditions:


 


                                                                (i)            the Key Person shall not directly or
indirectly (1) be employed by, engage or have any interest in any business
which is or becomes competitive with the Company or is or becomes otherwise
prejudicial to or in conflict with the interests of the Company or its
subsidiaries, (2) induce any customer of the Company or its subsidiaries
to patronize 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 (3) solicit for employment any person employed by the
Company or its subsidiaries; provided, however, that this restriction shall not
prevent the Key Person from acquiring and holding up to two percent of the
outstanding shares of capital stock of any corporation which is or becomes competitive
with the Company or is or becomes otherwise prejudicial to or in conflict with
the interests of the Company if such shares are available to the general public
on a national securities exchange or in the over-the-counter market; and


 


                                                                (ii)           the Key Person shall not 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)           The
Company shall notify in writing the Key Person of any violation by the Key
Person of this Section 16.  The
forfeiture shall be effective as of the date of the occurrence of any of the
activities set forth in (a) above. 
If the Restricted Shares have been sold, the Key Person shall promptly
pay to the Company the amount of any gain realized upon the sale of the
Restricted Shares.  The Key Person hereby
consents to a deduction from any amounts owed by the Company to the Key Person
from time to time 


 


 


 

















 


(including amounts owed
as wages or other compensation, fringe benefits or vacation pay) to the extent
of the amounts owed by the Key Person to the Company under this Section 16.  Whether or not the Company elects to make any
set-off in whole or in part, the Key Person agrees to timely pay any amounts
due under this Section 16.


 


 


 


 


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


 


 


 


	
  LKQ CORPORATION

  	
   

  	
  KEY PERSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Address: