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Exhibit 10.17    
    


LKQ CORPORATION  


401(k) PLUS PLAN II  







 
LKQ CORPORATION

401(k) PLUS PLAN II  


TABLE OF CONTENTS  



	 
	 	 
	 	 
	 	 
	 	Page

	1.	 	INTRODUCTION	 	1
	 	 	1.1.	 	Adoption and Name of Plan	 	1
	 	 	1.2.	 	Purposes of Plan	 	1
	 	 	1.3.	 	"Top Hat" Pension Benefit Plan	 	1
	 	 	1.4.	 	Plan Unfunded	 	1
	 	 	1.5.	 	Effective Date	 	1
	 	 	1.6.	 	Administration	 	1
	

2.	
 	

DEFINITIONS AND CONSTRUCTION	
 	

1
	 	 	2.1.	 	Definitions	 	1
	 	 	 	 	2.1.1.	 	Account	 	2
	 	 	 	 	2.1.2.	 	Affiliate	 	2
	 	 	 	 	2.1.3.	 	Base Salary	 	2
	 	 	 	 	2.1.4.	 	Base Salary Deferral	 	2
	 	 	 	 	2.1.5.	 	Beneficiary	 	2
	 	 	 	 	2.1.6.	 	Board	 	2
	 	 	 	 	2.1.7.	 	Bonus Compensation	 	2
	 	 	 	 	2.1.8.	 	Bonus Deferral	 	2
	 	 	 	 	2.1.9.	 	Code	 	2
	 	 	 	 	2.1.10.	 	Committee	 	3
	 	 	 	 	2.1.11.	 	Commissions	 	3
	 	 	 	 	2.1.12.	 	Commission Deferral	 	3
	 	 	 	 	2.1.13.	 	Company	 	3
	 	 	 	 	2.1.14.	 	Company Profit Sharing Contribution	 	3
	 	 	 	 	2.1.15.	 	Deferral	 	3
	 	 	 	 	2.1.16.	 	Deferral Period	 	3
	 	 	 	 	2.1.17.	 	Director	 	3
	 	 	 	 	2.1.18.	 	Effective Date	 	3
	 	 	 	 	2.1.19.	 	Employee	 	4
	 	 	 	 	2.1.20.	 	ERISA	 	4
	 	 	 	 	2.1.21.	 	401(k) Plan	 	4
	 	 	 	 	2.1.22.	 	Matching Contribution	 	4
	 	 	 	 	2.1.23.	 	Other Company Contribution	 	4
	 	 	 	 	2.1.24.	 	Participant	 	4
	 	 	 	 	2.1.25.	 	Participation Agreement	 	4
	 	 	 	 	2.1.26.	 	Plan	 	4
	 	 	 	 	2.1.27.	 	Plan Year	 	4
	 	 	 	 	2.1.28.	 	Retirement Date	 	5
	 	 	 	 	2.1.29.	 	Valuation Date	 	5
	 	 	 	 	2.1.30.	 	Year of Service	 	5
	 	 	2.2.	 	Number and Gender	 	5
	 	 	2.3.	 	Headings	 	5
	

3.	
 	

PARTICIPATION AND ELIGIBILITY	
 	

5
	 	 	3.1.	 	Participation	 	5
	 	 	3.2.	 	Commencement of Participation	 	6
	 	 	3.3.	 	Cessation of Active Participation	 	6
	

4.	
 	

DEFERRALS, MATCHING AND COMPANY CONTRIBUTIONS	
 	

6
	 	 	4.1.	 	Deferrals by Participants	 	6
	 	 	4.2.	 	Effective Date of Participation Agreement	 	7
	 	 	4.3.	 	Modification or Revocation of Election by Participant	 	7
	 	 	 	 	 	 	 	 	 



2







 

	 	 	4.4.	 	Matching Contributions	 	7
	 	 	4.5.	 	Company Profit Sharing Contribution	 	7
	 	 	4.6.	 	Other Company Contributions	 	7
	 	 	4.7.	 	Hardship Distribution Under 401(k) Plan	 	7
	

5.	
 	

VESTING, DEFERRAL PERIODS AND INVESTMENT ELECTIONS	
 	

7
	 	 	5.1.	 	Vesting	 	7
	 	 	5.2.	 	Election of In-Service Distribution	 	8
	 	 	5.3.	 	Investment Elections	 	8
	

6.	
 	

ACCOUNTS	
 	

9
	 	 	6.1.	 	Establishment of Bookkeeping Accounts	 	9
	 	 	6.2.	 	Subaccounts	 	9
	 	 	6.3.	 	Hypothetical Nature of Accounts	 	9
	

7.	
 	

PAYMENT OF ACCOUNT	
 	

9
	 	 	7.1.	 	Timing of Distribution of Benefits	 	9
	 	 	7.2.	 	Time of Distribution and Valuation	 	10
	 	 	7.3.	 	Form of Payment or Payments	 	10
	 	 	7.4.	 	Accelerated Distribution	 	11
	 	 	7.5.	 	Designation of Beneficiaries	 	11
	 	 	7.6.	 	Amendments	 	11
	 	 	7.7.	 	Change in Marital Status	 	11
	 	 	7.8.	 	No Beneficiary Designation	 	12
	 	 	7.9.	 	Unclaimed Benefits	 	12
	 	 	7.10.	 	Hardship Withdrawals	 	12
	 	 	7.11.	 	Withholding	 	13
	

8.	
 	

ADMINISTRATION	
 	

13
	 	 	8.1.	 	Committee	 	13
	 	 	8.2.	 	General Powers of Administration	 	13
	 	 	8.3.	 	Indemnification of Committee	 	14
	

9.	
 	

DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION	
 	

14
	 	 	9.1.	 	Claims	 	14
	 	 	9.2.	 	Claim Decision	 	14
	 	 	9.3.	 	Request for Review	 	14
	 	 	9.4.	 	Review of Decision	 	15
	 	 	9.5.	 	Discretionary Authority	 	15
	

10.	
 	

MISCELLANEOUS	
 	

15
	 	 	10.1.	 	Plan Not a Contract of Employment	 	15
	 	 	10.2.	 	Non-Assignability of Benefits	 	15
	 	 	10.3.	 	Amendment and Termination	 	16
	 	 	10.4.	 	Unsecured General Creditor Status Of Employee	 	16
	 	 	10.5.	 	Severability	 	16
	 	 	10.6.	 	Governing Laws	 	16
	 	 	10.7.	 	Binding Effect	 	17
	 	 	10.8.	 	Entire Agreement	 	17
	 	 	10.9.	 	No Guarantee of Tax Consequences	 	17
	 	 	10.10.	 	Sole Obligor	 	17




3







 
LKQ CORPORATION  


 401(k) PLUS PLAN II  


1.     INTRODUCTION  



	1.1.
	ADOPTION AND NAME OF PLAN.




        The
Company adopts the LKQ Corporation 401(k) Plus Plan II. 



	1.2.
	PURPOSES OF PLAN.




        The
purposes of the Plan are to provide deferred compensation for a select group of management or highly compensated Employees of the Company and to permit them to maximize their
elective contributions to the 401(k) Plan notwithstanding certain Code limitations. 



	1.3.
	"TOP HAT" PENSION BENEFIT PLAN.




        The
Plan is an "employee pension benefit plan" within the meaning of ERISA Section 3(2). The Plan is maintained, however, only for a select group of management or highly
compensated employees and, therefore, is exempt from Parts 2, 3 and 4 of Title 1 of ERISA. The Plan is not intended to qualify under Code Section 401(a). 



	1.4.
	PLAN UNFUNDED.




        The
Plan is unfunded. All benefits will be paid from the general assets of the Company, which will continue to be subject to the claims of the Company's creditors. No amounts will be set
aside for the benefit of Plan Participants or their Beneficiaries. 



	1.5.
	EFFECTIVE DATE.




        The
Plan is effective as of the Effective Date. 



	1.6.
	ADMINISTRATION.




        The
Plan shall be administered by the Committee. 


2.     DEFINITIONS AND CONSTRUCTION  



	2.1.
	DEFINITIONS.




        For
purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless the context clearly requires a different meaning: 




	2.1.1.
	ACCOUNT.





        "Account"
means the bookkeeping account maintained on behalf of each Participant pursuant to Section 6.1. 




	2.1.2.
	AFFILIATE.





        "Affiliate"
means any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, LKQ Corporation. 




	2.1.3.
	BASE SALARY.





        "Base
Salary" means the base rate of cash compensation paid by the Company to or for the benefit of a Participant for services rendered. 




	2.1.4.
	BASE SALARY DEFERRAL.





        "Base
Salary Deferral" means the amount of a Participant's Base Salary which the Participant elects to have withheld on a pre-tax basis and credited to his Account pursuant
to Section 4.1. 


4







 




	2.1.5.
	BENEFICIARY.





        "Beneficiary"
means the person or persons designated by the Participant in accordance with Section 7.5 or, in the absence of an effective designation, the person or entity
described in Section 7.8. 




	2.1.6.
	BOARD.





        "Board"
means the board of directors of LKQ Corporation. 




	2.1.7.
	BONUS COMPENSATION.





        "Bonus
Compensation" means the amount awarded to a Participant under any bonus arrangement maintained by the Company. 




	2.1.8.
	BONUS DEFERRAL.







        "Bonus
Deferral" means the amount of a Participant's Bonus Compensation which the Participant elects to have withheld on a pre-tax basis and credited to his account pursuant
to Section 4.1. 




	2.1.9.
	CODE.





        "Code"
means the Internal Revenue Code of 1986, as amended. 




	2.1.10.
	COMMITTEE.





        "Committee"
means the administrative committee appointed by the Board to administer the Plan in accordance with Section 8. 




	2.1.11.
	COMMISSIONS.





        "Commissions"
means remuneration paid by the Company to a Participant based on sales of the Company's products and/or services made by the Participant or individuals under his
supervision. 




	2.1.12.
	COMMISSION DEFERRAL.





        "Commission
Deferral" means the amount of a Participant's Commissions which the Participant elects to have withheld on a pre-tax basis and credited to his Account pursuant to
Section 4.1. 




	2.1.13.
	COMPANY.







        "Company"
means LKQ Corporation and any Affiliate. 




	2.1.14.
	COMPANY PROFIT SHARING CONTRIBUTION.





        "Company
Profit Sharing Contribution" means the contribution made by the Company for a Participant which is based on the Participant's Base Salary, Bonus, and Commissions. 




	2.1.15.
	DEFERRAL.





        "Deferral"
means a Base Salary Deferral, Bonus Deferral and/or a Commission Deferral. 




	2.1.16.
	DEFERRAL PERIOD.





        "Deferral
Period" means the period of time for which a Participant elects to defer receipt of the Deferrals credited to such Participant's Account as specified in Section 5.2.
Deferral Periods shall be measured on the basis of Plan Years, beginning with the Plan Year that commences immediately following the Plan Year for which the applicable Deferrals are credited to the
Participant's Account. 




	2.1.17.
	DIRECTOR.





        "Director"
means a director of the Company. 




	2.1.18.
	EFFECTIVE DATE.







        "Effective
Date" means January 1, 2005. 


5







 


	2.1.19.
	EMPLOYEE.





        "Employee"
means any common-law employee of the Company. 




	2.1.20.
	ERISA.





        "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended. 




	2.1.21.
	401(k) PLAN.





        "401(k)
Plan" means the LKQ Corporation Employees' Retirement Plan, as amended from time to time. 




	2.1.22.
	MATCHING CONTRIBUTION.





        "Matching
Contribution" means the contribution made by the Company for a Participant based on a Deferral made by the Participant. 




	2.1.23.
	OTHER COMPANY CONTRIBUTION.





        "Other
Company Contribution" means the contribution made by the Company for a Participant which is based on such criteria as the Company shall determine. 




	2.1.24.
	PARTICIPANT.





        "Participant"
means each Employee who has been selected for participation in the Plan and who has become a Participant pursuant to Section 3. 




	2.1.25.
	PARTICIPATION AGREEMENT.





        "Participation
Agreement" means the written agreement pursuant to which the Participant elects the amount of his Base Salary, Bonus Compensation, and/or Commissions to be deferred
pursuant to the Plan, the Deferral Period, the deemed investment of amounts credited to his Account, the amount of Deferrals which are distributed pursuant to Section 7.1(a) to be contributed
to the 401(k) Plan, and such other matters as the Committee shall determine from time to time. 




	2.1.26.
	PLAN.





        "Plan"
means the LKQ Corporation 401(k) Plus Plan, as amended from time to time. 




	2.1.27.
	PLAN YEAR.





        "Plan
Year" means the twelve-consecutive month period commencing January 1 of each year ending on December 31. Notwithstanding the foregoing, the first Plan Year shall
begin on the Effective Date and end on December 31, 2005. 




	2.1.28.
	RETIREMENT DATE.





        "Retirement
Date" means the date a Participant 



        (a)   voluntarily
terminates his employment with the Company 



          (i)  on
or after he has attained at least 65 years of age, 


         (ii)  on
or after he has attained 55 years of age and completed at least 10 Years of Service, or 


        (iii)  with
the Committee's consent; or 




        (b)   qualifies
for disability under the Company's group long-term disability plan. 



	2.1.29.
	VALUATION DATE.





        "Valuation
Date" means the last business day of each calendar month and each special valuation date designated by the Committee. 


6







 




	2.1.30.
	YEAR OF SERVICE.







        "Year
of Service" has the same meaning as in the 401(k) Plan for purposes of vesting. 



	2.2.
	NUMBER AND GENDER.




        Wherever
appropriate, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine gender. 



	2.3.
	HEADINGS.




        The
headings are included solely for convenience, and if there is any conflict between any heading and the text of the Plan, the Plan text shall control. 



3.     PARTICIPATION AND ELIGIBILITY  



	3.1.
	PARTICIPATION.




        Participants
in the Plan are those Employees who are (a) subject to the income tax laws of the United States, (b) members of a select group of highly compensated or
management Employees, and (c) selected by the Committee, in its sole discretion, as Participants. The Committee shall notify each Participant of his selection as a Participant. Subject to the
provisions of Section 3.3 a Participant shall remain eligible to continue participation in the Plan for each Plan Year following his initial year of selection to participate in the Plan. 



	3.2.
	COMMENCEMENT OF PARTICIPATION.




        Except
as provided in the following sentences, an Employee shall become a Participant effective as of the first day of the Plan Year following the date on which his Participation
Agreement becomes effective. A newly eligible Employee (because of hire or promotion) who completes a Participation Agreement within thirty (30) days of the date on which his employment
commences or the effective date of his promotion, as the case may be, shall become a Participant as of the date on which his Participation Agreement becomes effective under Section 4.2. 



	3.3.
	CESSATION OF ACTIVE PARTICIPATION




        Notwithstanding
any provision of the Plan to the contrary, an individual who has become a Participant in the Plan shall cease to be a Participant effective as of any date designated by
the Committee. In the event of such cessation, the last sentence of Section 4.1 shall apply as if such cessation had been a termination of employment. Any such Committee action shall be
communicated to such Participant prior to the effective date of such action. Such cessation shall have no effect upon amounts then credited to his Account and shall not preclude the individual from
subsequently being selected to be a Participant. 


4.     DEFERRALS, MATCHING AND COMPANY CONTRIBUTIONS  



	4.1.
	DEFERRALS BY PARTICIPANTS.




        Before
the first day of each Plan Year, a Participant may file with the Committee a Participation Agreement pursuant to which such Participant elects to make Deferrals. The minimum
Deferral for a Plan Year is Two Thousand Dollars ($2000.00). The minimum Deferral shall be prorated for any Plan Year in which an individual is not a Participant for twelve (12) months based on
full months of participation. Deferrals must be in whole percentages and cannot exceed 



        (a)   fifty
percent (50%) of Base Salary, 


        (b)   one
hundred percent (100%) of Commissions, and 


        (c)   one
hundred percent (100%) of Bonus Compensation. 



7







 





        In
addition, a Participant's maximum aggregate Deferrals for a Plan Year shall not exceed such amount as the Committee shall determine from time to time. Any Participant election shall
be subject to rules prescribed by the Committee. Deferrals will be credited to the Account of each Participant at the time they would have been paid to the Participant in cash but for the election to
defer. If a Participant's employment has terminated when a Deferral would otherwise be credited to his Account, the amount which would have been deferred and credited will be paid to him in cash. 



	4.2.
	EFFECTIVE DATE OF PARTICIPATION AGREEMENT.




        A
Participant's Participation Agreement shall become effective on the first day of the Plan Year to which it relates. The Participation Agreement of Employees who are first eligible
during a Plan Year shall become effective as of the first day of the month following completion of a Participation Agreement provided the Participation Agreement is completed within thirty
(30) days of the date the Employee first becomes eligible. Participation Agreements shall relate only to compensation earned after such agreement is completed and executed. If a Participant
fails to complete a Participation Agreement before the first day of the Plan Year in which Participant shall earn the compensation to which the Participation Agreement relates, the Participant shall
be deemed to have elected not to make any Deferrals for such Plan Year. 



	4.3.
	MODIFICATION OR REVOCATION OF ELECTION BY PARTICIPANT.




        A
Participant may change his Deferrals at any time during a Plan Year on a prospective basis if the Committee determines that he has suffered a severe, sudden and unforeseeable hardship
as is more fully described in Section 7.10. Under no circumstances may a Participant's Participation Agreement be made, modified or revoked retroactively. 



	4.4.
	MATCHING CONTRIBUTIONS.




        For
each Plan Year, the Account of each Participant shall be credited with a Matching Contribution equal to such amount, if any, as the Company shall determine. 



	4.5.
	COMPANY PROFIT SHARING CONTRIBUTION.




        For
each Plan Year, the Account of each Participant shall be credited with a Company Contribution equal to such amount, if any, as the Company shall determine. 



	4.6.
	OTHER COMPANY CONTRIBUTIONS.




        For
each Plan Year, the Account of each Participant shall be credited with an Other Company Contribution equal to such amount, if any, as the Company shall determine. 



	4.7.
	HARDSHIP DISTRIBUTION UNDER 401(k) PLAN.




        If
required by the terms of the 401(k) Plan, a Participant who receives a hardship distribution under the 401(k) Plan shall not be eligible to make Deferrals for a one (1) year
period after receipt of the hardship distribution. 


5.     VESTING, DEFERRAL PERIODS AND INVESTMENT ELECTIONS  



	5.1.
	VESTING.




        A
Participant shall be 100% vested at all times in the amount credited to his Account which is attributable to his Deferrals. The amount credited to his Account attributable to Matching
Contributions and Company Profit Sharing Contributions shall vest in accordance with the vesting provisions of the 401(k) Plan applicable to the vesting of matching and profit sharing contributions,
respectively. The amount credited to a Participant's Account attributable to Other Company Contributions for each Plan Year shall vest in accordance with the schedule determined by the Committee from
time to time. Such determination for a Plan Year shall be made no later than the time the Other Company Contribution, if any, for the Plan Year is determined. In addition, to the extent not 


8







 



already
vested, amounts credited to a Participant's Account attributable to Matching Contributions, Company Profit Sharing Contributions, and Other Company Contributions shall be fully vested upon a
Participant's Retirement Date or his death while employed. All provisions of the Plan relating to the distribution of a Participant's Account shall mean only the vested portion of such Account. Since
the Plan is unfunded, the portion of a Participant's Account which is not vested and therefore not distributed with the vested portion of his Account shall remain property of the Company and not be
allocated to Accounts of other Participants or otherwise inure to their benefit. 



	5.2.
	ELECTION OF IN-SERVICE DISTRIBUTION.




        If
a Participant desires an in-service distribution of all or a percentage of his Deferrals for a Plan Year and earnings on such Deferrals, he must so elect on his
Participation Agreement. In the case of any such election, the Deferral Period must be for at least five (5) years. If the Participant elects an in-service distribution and is
entitled to such a distribution pursuant to such election prior to any event listed in Section 7.1(b), distribution pursuant to such election shall not include Matching Contributions, Company
Profit Sharing Contributions, Other Company Contributions, and earnings on such contributions and must be in a lump sum. 



	5.3.
	INVESTMENT ELECTIONS.




        Amounts
credited to a Participant's Account shall be credited and charged with gains and losses, as the case may be, based on hypothetical investments elected by the Participant. A
Participant may elect different investment allocations for new contributions and existing Account balances. Only whole
percentages may be elected, the minimum percentage for any allocation is ten percent (10%), and the total elections must allocate one hundred percent (100%) of all new contributions and one hundred
percent (100%) of all existing Account balances. Investment elections may be changed once per calendar quarter, effective as of the first day of such quarter, by written direction given at least seven
(7) days before the start of such quarter. The hypothetical investment alternatives and the procedures relating to the election of such investments, other than those set forth in this
Section 5.3, shall be determined by the Committee from time to time. A Participant's Account shall be adjusted as of each Valuation Date to reflect investment gains and losses. 


6.     ACCOUNTS  



	6.1.
	ESTABLISHMENT OF BOOKKEEPING ACCOUNTS.




        A
separate bookkeeping Account shall be maintained for each Participant. Such account shall be credited with the Deferrals, Matching Contributions, Company Profit Sharing Contributions,
and Other Company Contributions, credited (or charged, as the case may be) with the hypothetical investment results determined pursuant to Section 5.3, and charged with distributions made to or
with respect to a Participant. 



	6.2.
	SUBACCOUNTS.




        Within
each Participant's bookkeeping Account, separate subaccounts shall be maintained to the extent necessary for the administration of the Plan. 



	6.3.
	HYPOTHETICAL NATURE OF ACCOUNTS.






        The
Account established under this Section 6 shall be hypothetical in nature and shall be maintained for bookkeeping purposes only, so that Deferrals, Matching Contributions, and
Company Profit Sharing Contributions, and Other Company Contributions can be credited to the Participant and so that gains and losses on such amounts so credited can be credited (or charged, as the
case may be). Neither the Plan nor any of the Accounts (or subaccounts) shall hold any actual funds or assets. The right of any person to receive one or more payments under the Plan shall be an
unsecured claim against the general assets of the Company. Any liability of the Company to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely
upon contractual 


9







 

obligations
created by the Plan. Neither the Company, the Board, nor any other person shall be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant, former Participant,
Beneficiary, or any other person. 


7.     PAYMENT OF ACCOUNT  



	7.1.
	TIMING OF DISTRIBUTION OF BENEFITS.




        (a)   Distribution of Contribution to 401(k) Plan. As soon as practicable, but in no event later than March 15 of the
Plan Year following the Plan Year for which the Participant executed the Participation Agreement, the lesser of (i) the allowable before-tax contribution which may be made on behalf
of the Participant to the 401(k) Plan for the Plan Year for which the Participant executed the Participation Agreement, and (ii) the sum of the Base Salary Deferrals, Bonus Deferrals and
Commission Deferrals for the Plan Year for which the Participant executed such Participation Agreement, shall be paid directly to Participant as compensation earned in the Plan Year for which the
Participant executed the Participation Agreement, unless the Participant previously elected (in both the Participation Agreement and his 401(k) Plan elections) to have such amount contributed to the
401(k) Plan as an elective before-tax contribution. If the Participant elected to have such amount contributed to the 401(k) Plan as an elective before-tax contribution, such
amount together with an amount equal to the applicable Matching Contributions (but not in excess of the matching contributions that would have been made on such amounts under the 401(k) Plan) shall be
distributed directly to the Participant's Account in the 401(k) Plan. and the appropriate subaccounts of Participant's Account shall be debited accordingly. Notwithstanding the preceding, the Plan
shall not make distributions to the Participant or to the 401(k) Plan in excess of the Participant's Account balance. Distributions pursuant to this Section 7.1(a) may be made in one or more
installments. 


        (b)   Distribution After Deferral Period or Termination of Employment. Distribution of that portion of a Participant's Account
which is not distributed under Section 7.1(a) and for which an in-service distribution has been elected pursuant to Section 5.2 shall be made at the time specified in such
election unless the Participant's employment terminates prior to such time, in which event the remaining provisions of this Section 7.1(b), shall apply. Except as provided below, a
Participant's entire Account shall be distributed to him (or his Beneficiary in the event of his death) following the earliest to occur of the following: 



          (i)  the
Participant's death; 


         (ii)  the
Participant's Retirement Date; or 


        (iii)  the
Participant's other termination of employment. 




        Notwithstanding
the foregoing, if a Participant's Retirement Date is as defined in Section 2.1.28(b), if requested by the Participant and permitted by the Committee, distribution
may be deferred up until the earlier of the dates specified in Section 2.1.28(a)(i) or Section 2.1.28(a)(ii) or the Participant's death. 


	7.2.
	TIME OF DISTRIBUTION AND VALUATION.




        Upon
a distributable event described in Section 7.1(b), the balance of a Participant's Account shall be determined as of the Valuation Date immediately following such event.
Distribution will be made or begin to be made: 



        (a)   six
months after such valuation, if the Participant is a "key employee" (as defined in section 416(i)(1) of the Code); or 



10







 

        (b)   as
soon as practical after such valuation or 60 days following the event, whichever shall last occur, if the Participant is not a "key employee" (as defined in
section 416(i)(1) of the Code). 


	7.3.
	FORM OF PAYMENT OR PAYMENTS.




        If
the value of the Participant's Account as of the Valuation Date described in Section 7.2 is at least Five Thousand Dollars ($5,000.00), benefits which become payable after the
Participant's Retirement Date or his death shall be paid in the form elected by the Participant. The form elected shall apply to the entire Account. The election may be amended, provided that the
amended election does not increase the duration of payments in the previous election and the election is made no later than twelve (12) months prior to his Retirement Date or death. The forms
of distribution are: 



        (a)   A
lump sum amount; or 


        (b)   Substantially
equal monthly installments over a period of sixty (60), one hundred twenty (120), or one hundred eighty (180) months or substantially equal annual
installments over a period of five (5), ten (10), or fifteen (15) years. Gains and losses on the unpaid balance shall continue to be credited and charged to subaccounts in accordance with the
provisions of Section 5.3. In all cases other than those described in the first sentence of this Section 7.3, the form of benefit shall be a lump sum. If a former Participant is
receiving an installment form of distribution and dies prior to the distribution of his entire Account, distributions will be continued to his Beneficiary. 


	7.4.
	INTENTIONALLY OMITTED.



	7.5.
	DESIGNATION OF BENEFICIARIES.




        Each
Participant shall have the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under
this Plan shall be paid in the event of a Participant's death prior to complete distribution of the Participant's Account. Each Beneficiary designation shall be in a written form prescribed by the
Committee and will be effective only when filed with the Committee during the Participant's lifetime. Designation by a married Participant who is a resident of a community property state of a
Beneficiary other than the Participant's spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation and is witnessed by a notary public,
or the consent cannot be obtained because the spouse cannot be located. 



	7.6.
	AMENDMENTS.




        Except
as provided below, any nonspousal designation of Beneficiary may be changed by a Participant without the consent of such Beneficiary by the filing of a new designation with the
Committee. The filing of a new designation shall cancel all designations previously filed. 



	7.7.
	CHANGE IN MARITAL STATUS.




        If
the marital status of a Participant residing in a community property state changes after the Participant has designated a Beneficiary, the following shall apply: 



        (a)   If
the Participant is married at death but was unmarried when the designation was made, the designation shall be void unless the spouse has consented to it in the manner
prescribed above. 


        (b)   If
the Participant is unmarried at death but was married when the designation was made: 



          (i)  The
designation shall be void if the spouse was named as Beneficiary. 


         (ii)  The
designation shall remain valid if a nonspouse Beneficiary was named. 




        (c)   If
the Participant was married when the designation was made and is married to a different spouse at death, the designation shall be void unless the new spouse has
consented to it in the manner prescribed above 



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7.8.  NO BENEFICIARY DESIGNATION.


        If
any Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant dies before the Participant or before
complete distribution of the Participant's benefits, the Participant's Beneficiary shall be the person in the first of the following classes in which there is a survivor: 



        (a)   The
Participant's surviving spouse; 


        (b)   The
Participant's children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take by
right of representation the share the parent would have taken if living; 


        (c)   The
Participant's estate. 


	7.9.
	UNCLAIMED BENEFITS.




        In
the case of a benefit payable on behalf of such Participant, if the Committee is unable to locate the Participant or beneficiary to whom such benefit is payable, such benefit may be
forfeited to the Company, upon the Committee's determination. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a
valid claim for such benefit, such forfeited benefit shall be paid by the Company or restored to the Plan by the Company. 



	7.10.
	HARDSHIP WITHDRAWALS.




        A
Participant may apply in writing to the Committee for, and the Committee may permit, a hardship withdrawal of all (valued as of the last day of the month prior to the month in which
the application is made) or any part of a Participant's Account if the Committee, in its sole discretion, determines that the Participant has incurred a severe financial hardship resulting from a
sudden and unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Committee, in its sole and absolute discretion.
The amount that may be withdrawn shall be limited to the amount reasonably necessary to relieve the hardship or financial emergency upon which the request is based, plus the federal and state taxes
due on the withdrawal, as determined by the Committee. The Committee may require a Participant who requests a hardship withdrawal to
submit such evidence as the Committee, in its sole discretion, deems necessary or appropriate to substantiate the circumstances upon which the request is based. A Participant who receives a
distribution under this Section 7.10 shall not be eligible to make Deferrals until the first day of the second Plan Year which begins after such distribution. 



	7.11.
	WITHHOLDING.




        All
Deferrals and distributions shall be subject to legally required income and employment tax withholding. Such taxes shall include, but not necessarily be limited to, Social Security
taxes on Deferrals and Company Contributions at the time they are vested and income taxes on distributions. 


8.     ADMINISTRATION  



	8.1.
	COMMITTEE.




        The
Plan shall be administered by a Committee, which shall be appointed by and serve at the pleasure of the Board. The Committee shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof. The Committee may delegate to others certain aspects of the management and operational responsibilities of the Plan including
the employment of advisors and the delegation of ministerial duties to qualified individuals, provided that 


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such
delegation is in writing. No member of the Committee who is a Participant shall participate in any matter relating to his status as a Participant or his rights or entitlement to benefits as a
Participant. 



	8.2.
	GENERAL POWERS OF ADMINISTRATION.






        The
Committee shall have all powers necessary or appropriate to enable it to carry out its administrative duties. Not in limitation, but in application of the foregoing, the Committee
shall have discretionary authority to construe and interpret the Plan and determine all questions that may arise hereunder as to the status and rights of Employees, Participants, and Beneficiaries.
The Committee may exercise the powers hereby granted in its sole and absolute discretion. The Committee may promulgate such regulations as it deems appropriate for the operation and administration of
the Plan. No member of the Committee shall be personally liable for any actions taken by the Committee unless the member's action involves gross negligence or willful misconduct. 



	8.3.
	INDEMNIFICATION OF COMMITTEE.




        The
Company shall indemnify the members of the Committee against any and all claims, losses, damages, expenses, including attorney's fees, incurred by them, and any liability, including
any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their gross negligence or willful
misconduct. 


9.     DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION  



	9.1
	CLAIMS.




        A
Participant, beneficiary or other person who believes that he or she is being denied a benefit to which he or she is entitled (hereinafter referred to as "Claimant"), or his or her
duly authorized representative, may file a written request for such benefit with the Committee setting forth his or her claim. The request must be addressed to the Committee at the Company at
its then principal place of business. 



	9.2
	CLAIM DECISION.






        Upon
receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within a reasonable period of time, but ordinarily not later than ninety days, and
shall, in fact, deliver such reply within such period. However, the Committee may extend the reply period for an additional ninety days for reasonable cause. If the reply period will be extended, the
Committee shall advise the Claimant in writing during the initial 90-day period indicating the special circumstances requiring an extension and the date by which the Committee expects to
render the benefit determination. 


        If
the claim is denied in whole or in part, the Committee will render a written opinion, using language calculated to be understood by the Claimant, setting forth: 



        (a)   the
specific reason or reasons for the denial; 


        (b)   the
specific references to pertinent Plan provisions on which the denial is based; 



        (c)   a
description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such material or such information is
necessary; 


        (d)   appropriate
information as to the steps to be taken if the Claimant wishes to submit the claim for review, including a statement of the Claimant's right to bring a civil
action under Section 502(a) of ERISA following an adverse benefit determination on review; and 


        (e)   the
time limits for requesting a review of the denial under Section 9.3 and for the actual review of the denial under Section 9.4. 



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	9.3
	REQUEST FOR REVIEW.




        Within
sixty days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Company ("Secretary") review the
Committee's prior
determination. Such request must be addressed to the Secretary at the Company at its then principal place of business. The Claimant or his or her duly authorized representative may submit written
comments, documents, records or other information relating to the denied claim, which such information shall be considered in the review under this Section without regard to whether such information
was submitted or considered in the initial benefit determination. 


        The
Claimant or his or her duly authorized representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other
information which (i) was relied upon by the Committee in making its initial claims decision, (ii) was submitted, considered or generated in the course of the Committee making its
initial claims decision, without regard to whether such instrument was actually relied upon by the Committee in making its decision or (iii) demonstrates compliance by the Committee with its
administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents and that, where appropriate, the Plan
provisions have been applied consistently with respect to similarly situated claimants. If the Claimant does not request a review of the Committee's determination within such sixty-day
period, he or she shall be barred and estopped from challenging such determination. 



	9.4
	REVIEW OF DECISION.




        Within
a reasonable period of time, ordinarily not later than sixty days, after the Secretary's receipt of a request for review, it will review the Committee's prior determination. If
special circumstances require that the sixty-day time period be extended, the Secretary will so notify the Claimant within the initial 60-day period indicating the special
circumstances requiring an extension and the date by which the Secretary expects to render its decision on review, which shall be as soon as possible but not later than 120 days after receipt
of the request for review. In the event that the Secretary extends the determination period on review due to a Claimant's failure to submit information necessary to decide a claim, the period for
making the benefit determination on review shall not take into account the period beginning on the date on which notification of extension is sent to the Claimant and ending on the date on which the
Claimant responds to the request for additional information. 


        Benefits
under the Plan will be paid only if the Secretary decides in its discretion that the Claimant is entitled to such benefits. The decision of the Secretary shall be final and
non-reviewable, unless found to be arbitrary and capricious by a court of competent review. Such decision will be binding upon the Employer and the Claimant. 



        If
the Secretary makes an adverse benefit determination on review, the Secretary will render a written opinion, using language calculated to be understood by the Claimant, setting forth: 



        (a)   the
specific reason or reasons for the denial; 


        (b)   the
specific references to pertinent Plan provisions on which the denial is based; 


        (c)   a
statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information
which (i) was relied upon by the Secretary in making its decision, (ii) was submitted, considered or generated in the course of the Secretary making its decision, without regard to
whether such instrument was actually relied upon by the Secretary in making its decision or (iii) demonstrates compliance by the Secretary with its administrative processes and safeguards
designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents, and that, where appropriate, the Plan provisions have been applied
consistently with respect to similarly situated claimants; and 



14







 




        (d)   a
statement of the Claimant's right to bring a civil action under Section 502(a) of ERISA following the adverse benefit determination on such review. 


	9.5
	DISCRETIONARY AUTHORITY.




        The
Committee and Secretary shall both have discretionary authority to determine a Claimant's entitlement to benefits upon his claim or his request for review of a denied claim,
respectively. 


10.   MISCELLANEOUS  



	10.1.
	PLAN NOT A CONTRACT OF EMPLOYMENT.






        The
adoption and maintenance of the Plan shall not be or be deemed to be a contract between the Company and any person or to be consideration for the employment of any person. Nothing
herein contained shall give or be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time; nor shall
the Plan give or be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time. 



	10.2.
	NON-ASSIGNABILITY OF BENEFITS.




        No
Participant, Beneficiary or distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of
the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder
shall, prior to actual payment thereof, be subject to seizure by any creditor of any such Participant, Beneficiary or other distributee for the payment of any debt, judgment, or other obligation, by a
proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant, Beneficiary or other distributee hereunder. 



	10.3.
	AMENDMENT AND TERMINATION.




        The
Board may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that no amendment may be made which would
impair the rights of a Participant with respect to amounts already allocated to his Account. The Board may terminate the Plan at any time. In the event that the Plan is terminated, the balance in a
Participant's Account shall be paid to such Participant or his Beneficiary in a lump sum or in equal monthly installments as the Committee determines. 



	10.4.
	UNSECURED GENERAL CREDITOR STATUS OF EMPLOYEE.






        The
payments to Participant, his Beneficiary or any other distributee hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company; no person shall have nor acquire any interest in any such assets by virtue of the provisions of this Agreement. The Company's obligation hereunder shall be an
unfunded and unsecured promise to pay money in the future. To the extent that the Participant, a Beneficiary, or other distributee acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company; no such person shall have nor require any legal or equitable right, interest or claim
in or to any property or assets of the Company. In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of the Participant (or any other property)
to allow the Company to recover the cost of providing the benefits, in whole, or in part, hereunder, neither the Participant, his Beneficiary or other distributee shall have nor acquire any rights
whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and may exercise all incidents of
ownership therein. No such policy, policies or other property shall be held in any trust for a Participant, Beneficiary or other distributee or held as collateral security for any obligation of the
Company hereunder. 


15







 

	10.5.
	SEVERABILITY.




        If
any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision
shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 



	10.6.
	GOVERNING LAWS.




        All
provisions of the Plan shall be construed in accordance with the laws of Illinois except to the extent preempted by federal law. 



	10.7.
	BINDING EFFECT.






        This
Plan shall be binding on each Participant and his heirs and legal representatives and on the Company and its successors and assigns. 



	10.8.
	ENTIRE AGREEMENT.




        This
document and any amendments contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect. 



	10.9.
	NO GUARANTEE OF TAX CONSEQUENCES.




        While
the Company has established, and will maintain the Plan, the Company makes no representation, warranty, commitment, or guaranty concerning the income, employment, or other tax
consequences of participation in the Plan under federal, state, or local law. 



	10.10.
	SOLE OBLIGOR.




        Each
Company shall be the sole obligor with respect to Plan benefits that are owed to a Participant which arise by virtue of contributions made by such Company or the Participant's
employment by such Company. 


        IN
WITNESS WHEREOF, the Company has caused this Plan to be executed on the    day of December, 2004. 



	 	 	LKQ CORPORATION
	

 	
 	

By:	

 
	 	 	 	

	 	 	Title:




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Exhibit 10.17