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EXCEL - IDEA: XBRL DOCUMENT - LKQ CORPFinancial_Report.xls
EX-10.2 - EXHIBIT 10.2 - LKQ CORPlkq-ex102_20150331.htm
EX-10.8 - EXHIBIT 10.8 - LKQ CORPlkq-ex108_20150331.htm
EX-31.2 - EXHIBIT 31.2 - LKQ CORPlkq-ex312_20150331.htm
EX-31.1 - EXHIBIT 31.1 - LKQ CORPlkq-ex311_20150331.htm
EX-32.1 - EXHIBIT 32.1 - LKQ CORPlkq-ex321_20150331.htm
EX-10.7 - EXHIBIT 10.7 - LKQ CORPlkq-ex107_20150331.htm
EX-32.2 - EXHIBIT 32.2 - LKQ CORPlkq-ex322_20150331.htm
10-Q - 10-Q - LKQ CORPlkq-2015033110xq.htm
Exhibit 10.1

 
M E M O R A N D U M
 
 
 
 
 
 
 
 
 
 
 
TO:
 
 
 
 
 
 
 
 
 
FROM:
Compensation Committee
 
 
 
 
 
 
 
DATE:
March __, 2015
 
 
 
 
 
 
 
 
RE:
Management Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 

You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential 2015 bonus. The potential bonus described in this letter is subject to all of the terms and conditions set forth in this memorandum and in the MIP (a copy of which is attached to this memorandum). In the event of any inconsistency between the terms and conditions of the MIP and this memorandum, the terms and conditions of the MIP shall control.
Performance Period:
 
January 1, 2015 to December 31, 2015
 
 
 
 
 
 
 
 
 
 
Performance Goals:
 
The diluted earnings per share of LKQ Corporation
 
 
 
 
("EPS") for the Performance Period; provided, however,
 
 
 
 
that EPS shall be increased to the extent that EPS was
 
 
 
 
reduced in accordance with GAAP by objectively
 
 
 
 
determinable amounts (in 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 filings under the Securities
 
 
 
Exchange Act of 1934.
 
 
 
 
 
 
 
In addition, the Compensation Committee shall adjust the
 
 
 
Performance Goals 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
 
 
 
respective exchange rates as set forth in the Company’s
 
 
 
budget approved by the Board of Directors on February 12,
 
 
 
2015 of CAD0.84, EUR1.10 and GBP1.50).
 
 
 
 
 
 
 
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 Payout Formula or may eliminate
 
 
 
the actual award.
 
 
 
 
 
 
 
Target Award:
 
 
 % of Base Salary
 
 
 
 
 
 
 
 
Payout Formula:
 
 
 
 
 
 
 
 
EPS ($)
Percentage of Base Salary
 
 
Less than
 
 
0