Exhibit 10.2


 


LKQ CORPORATION


 


AMENDED AND RESTATED

STOCK OPTION AND
COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS


 


The Board of Directors of LKQ Corporation
adopted on June 5, 2003 the Stock Option and Compensation Plan for Non-Employee
Directors (the “Plan”), and the stockholders of LKQ Corporation approved the
Plan on September 10, 2003. The Plan was subsequently amended on March 3, 2005;
December 15, 2005; and March 5, 2007. On October 10, 2007, the Board of
Directors further amended the Plan to eliminate any additional grants of
options under the Plan. This Amended and Restated Plan incorporates the changes
effected by all of the above amendments.


 


1.                                       Statement of Purpose. The purpose of this
Stock Option and Compensation Plan for Non-Employee Directors (the “Plan”) is
to benefit LKQ Corporation (the “Company”) and its subsidiaries by offering its
non-employee directors a favorable opportunity to become holders of stock in
the Company over a period of years, thereby giving them a stake in the growth
and prosperity of the Company and encouraging the continuance of their services
with the Company.


 


2.                                       Administration. The Plan shall be
administered by the board of directors of the Company (the “Board of Directors”),
whose interpretation of the terms and provisions of the Plan and whose
determination of matters pertaining to options granted under the Plan shall be
final and conclusive.


 


3.                                       Eligibility. Only current directors of the
Company who are not officers or employees of the Company shall be entitled to
receive options or compensation under the Plan (each such individual receiving
options granted or compensation paid under the Plan is referred to herein as a “Director”
and each person entitled to exercise an option granted under the Plan is
referred to herein as an “Optionee”).


 


4.                                       Granting of Options; Annual Compensation.


 


(a)(i)                       [intentionally
left blank]


 


(ii)                                  [intentionally
left blank]


 


(iii)                               Each
Director shall receive annual compensation of $110,000 payable in cash in equal
quarterly installments of $27,500 on the last day of each quarter (March 31,
June 30, September 30 and December 31). At the election of such Director, such
quarterly payment may be in the form of the number of shares of the Common Stock
(rounding up to the nearest whole share) equivalent in value to $27,500 as
described below, provided such Director continues to be eligible at the time of
such payment under the terms of Paragraph 3 of this Plan. In addition, each Director
who serves as a member of the Audit Committee, Compensation Committee or
Governance/Nominating Committee of the Board of Directors shall receive annual
compensation of $6,000 for each committee on which such Director serves payable
in cash in equal quarterly installments of $1,500 on the last day of each
quarter (March 31, June 30,


 


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September 30
and December 31). At the election of such Director, such quarterly payment may
be in the form of the number of shares of the Common Stock (rounding up to the
nearest whole share) equivalent in value to $1,500, as described below,
provided such Director continues to be eligible at the time of such payment
under the terms of Paragraph 3 of this Plan and continues to serve as a member
of the Audit Committee, Compensation Committee or Governance/Nominating
Committee of the Board of Directors. If such Director elects to receive the
Common Stock in lieu of the cash payment as described in this Paragraph 4(a)(iii),
the per share value of Common Stock shall equal the fair market value on the respective
payment date (or, if the payment date is not a trading date, on the first
trading date immediately preceding the payment date), which shall be the
average of the highest and lowest sales prices of the Common Stock reported on
the Nasdaq Global Select (or on the principal national stock exchange on which
it is listed or quotation service on which it is listed) (as reported in The Wall Street Journal) on the respective
payment date. Such election must be made prior to the start of the calendar
year in which the compensation described in this Paragraph 4(a)(iii) is to be
paid.


 


The aggregate
number of shares which shall be available to be so optioned or otherwise issued
under the Plan shall be 1,000,000 shares. Such number of shares, and the number
of shares subject to options outstanding under the Plan, shall be subject in
all cases to adjustment as provided in Paragraph 10 hereof. Options
granted under the Plan are intended not be treated as incentive stock options
as defined in Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


(b)                                 No
options shall be granted under the Plan subsequent to the tenth anniversary of
the adoption of the Plan. In the event that an option expires or is terminated
or cancelled unexercised as to any shares, such released shares may again be
optioned (including a grant in substitution for a cancelled option). Shares
subject to options may be made available from unissued or reacquired shares of
Common Stock.


 


(c)                                  Nothing
contained in the Plan or in any option granted pursuant thereto shall confer
upon any Director any right to continue serving as a director of the Company or
interfere in any way with the right of the Board of Directors or stockholders
of the Company to remove such Director pursuant to the certificate of
incorporation or bylaws of the Company or pursuant to applicable law.


 


5.                                       Option Price. Except with respect to those
options granted under the terms of Paragraph 4(a)(i) hereof and subject to the
adjustment in Paragraph 10 hereof, the option price for all options
granted under this Plan shall be the fair market value of the shares of Common
Stock subject to the option on the date of the grant of such option. For
purposes of this Paragraph 5, “fair market value” shall be the average of
the highest and lowest sales prices of the Common Stock reported on the Nasdaq
National Market (or on the principal national stock exchange on which it is
listed or quotation service on which it is listed) (as reported in The Wall Street Journal) on the date the
option is granted (or, if the date of grant is not a trading date, on the first
trading date immediately preceding the date of grant). In the event that the
Common Stock is not listed or quoted on the Nasdaq National Market or any other
national stock exchange, the fair market value of the shares of Common Stock
for all purposes of this Plan shall be reasonably determined by the Board of
Directors.


 


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6.                                       Duration of Options and Increments. Subject
to the provisions of Paragraph 8 hereof, each option shall be for a term
of ten years. Each option shall become exercisable with respect to all of the
shares subject to the option six months after the date of its grant.


 


7.                                       Exercise of Option.


 


(a)                                  An
option may be exercised by giving written notice to the Secretary of the
Company, specifying the number of shares to be purchased. The option price for
the number of shares of Common Stock for which the option is exercised shall
become immediately due and payable; provided, however, that in lieu of cash an
Optionee may, with the approval of the Board of Directors, exercise his or her
option by (i) delivering a promissory note in accordance with the terms of the
Plan and in a form specified by the Company; (ii) tendering to the Company
shares of Common Stock owned by him or her and with the certificates therefor
registered in his or her name, having a fair market value equal to the cash
exercise price of the shares being purchased; or (iii) delivery of an irrevocable
written notice instructing the Company to deliver the shares of Common Stock
being purchased to a broker selected by the Company, subject to the broker’s
written guarantee to deliver the cash to the Company, in each case equal to the
full consideration of the exercise price of the shares being purchased. For
this purpose, the per share value of Common Stock shall be the fair market
value on the date of exercise (or, if the date of exercise is not a trading
date, on the first trading date immediately preceding the date of exercise),
which shall be the average of the highest and lowest sales prices of the Common
Stock reported on the Nasdaq National Market (or on the principal national
stock exchange on which it is listed or quotation service on which it is
listed) (as reported in The Wall Street
Journal) on such date.


 


(b)                                 If
at any time an Optionee is required to pay an amount required to be withheld
under applicable income tax or other laws in connection with the exercise of an
option in order for the Company to obtain a deduction for federal and state
income tax purposes, the Company shall withhold shares of Common Stock having a
value equal to the amount required to be withheld. The value of the shares to
be withheld or delivered shall be based on the fair market value of the shares
of Common Stock on the date of exercise, which shall be the average of the
highest and lowest sales prices of the Common Stock reported on the Nasdaq
National Market (or on the principal stock exchange on which it is listed or
quotation service on which it is listed) (as reported in The Wall Street Journal) on the date of
exercise.


 


(c)                                  At
the time of any exercise of any option, the Company may, if the Company shall
determine it necessary or desirable for any reason, require the Optionee (or
his or her heirs, legatees, or legal representative, as the case may be) as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the Optionee upon his or her exercise of part or all of the option and a
stop order may be placed with the transfer agent for the Common Stock. Each
option shall also be subject to the requirement that, if at any time the
Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state, federal or foreign law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or
in connection with, the issue or purchase of shares thereunder, the option may
not be exercised in whole or in part unless such listing, registration,


 


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qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.


 


8.                                       Cessation of Board Membership - Exercise Thereafter.
In the event that an Optionee ceases to be a director of the Company for any
reason, such Optionee shall have five years from the date such Optionee ceased
to be a director of the Company to exercise those options owned by such
Optionee which were exercisable as of the date of such cessation, but in no
event shall such options be exercisable after the initial term of such options
as set forth in Paragraph 6 hereof shall have expired.


 


9.                                       Non-Transferability
of Options. No option shall be transferable by the Optionee otherwise than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order, and each option shall be exercisable during an
Optionee’s lifetime only by the Optionee or by the Optionee’s legal
representative.


 


10.                                 Adjustment. The number of shares subject to
the Plan and to options granted under the Plan shall be adjusted as
follows:  (a) in the event that the
number of outstanding shares of Common Stock is changed by any stock dividend,
stock split or combination of shares, the number of shares subject to the Plan
and to options granted thereunder shall be proportionately adjusted; (b) in the
event of any merger, consolidation or reorganization of the Company with any
other corporation or legal entity there shall be substituted, on an equitable
basis as determined by the Board of Directors, for each share of Common Stock
then subject to the Plan and for each share of Common Stock then subject to an
option granted under the Plan, the number and kind of shares of stock or other
securities to which the holders of shares of Common Stock will be entitled
pursuant to the transaction; and (c) in the event of any other relevant change
in the capitalization of the Company, the Board of Directors shall provide for
an equitable adjustment in the number of shares of Common Stock then subject to
the Plan and to each share of Common Stock then subject to an option granted
under the Plan. In the event of any such adjustment, the option price per share
of Common Stock shall be proportionately adjusted.


 


11.                                 Amendment of the Plan. The Board of
Directors of the Company or any authorized committee thereof may amend or
discontinue the Plan at any time, provided, however, that the Plan may not be
amended more than once every six months except to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules and regulations
under each, and provided further, that no such amendment or discontinuance
shall (a) without the consent of the Optionee change or impair any option
previously granted, or (b) without the approval of the holders of a majority of
the shares of Common Stock which vote in person or by proxy at a duly held
stockholders’ meeting, (i) increase the maximum number of shares which may be
purchased by all eligible directors pursuant to the Plan, (ii) change the
purchase price of any option, or (iii) change the option period or increase the
time limitations on the grant of options.


 


12.                                 Effective Date. The Plan is effective as of
September 10, 2003.


 


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