M E M O R A N D U M TO:LTIP ParticipantFROM:Compensation CommitteeDATE:March ___, 2016RE:Long Term Incentive Plan

EX-10.2 4 exhibit102.htm EXHIBIT 10.2 Exhibit
Exhibit 10.2

M E M O R A N D U M

TO:
LTIP Participant
 
 
FROM:
Compensation Committee
 
 
DATE:
March ___, 2016
 
 
RE:
Long Term Incentive Plan
 
 
            
You have been selected to participate in the LKQ Corporation Long Term Incentive Plan (“LTIP”) for the 2017 to 2019 Performance Period. The potential payout under your award is subject to all of the terms and conditions set forth in this memorandum and in the LTIP (a copy of which is attached to this memorandum). In the event of any inconsistency between the terms and conditions of the LTIP and this memorandum, the terms and conditions of the LTIP shall control.
Performance Period:
 
 
January 1, 2017 to December 31, 2019
 
 
 
 
Award Components:
 
 
See the attached Award Component Matrix
 
 
 
 
 
 
 
Each of diluted earnings per share, revenue and return on equity shall be
increased to the extent that it was reduced in accordance with GAAP by
objectively determinable amounts (in a 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 (and related fees and expenses) related to extraordinary environmental,
legal, product liability
or other contingencies;
 
8.
 
Changes in corporate tax laws and regulations;
 
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;
 
12.
 
The imposition of tariffs or taxes on the importation of inventory;
 
13.
 
Amortization expense related to acquired intangibles; and
 
14.
 
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 Award
Components 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 2016 average respective exchange rates).
 
 
 
 
 
 
 
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 Award Component or may
eliminate the actual award.