M E M O R A N D U MTO:LTIP ParticipantFROM:Compensation CommitteeDATE:March __, 2015RE:Long Term Incentive Plan

EX-10.2 3 lkq-ex102_20150331.htm EXHIBIT 10.2 LKQ-EX10.2_2015.03.31
Exhibit 10.2

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

You have been selected to participate in the LKQ Corporation Long Term Incentive Plan (“LTIP”) for the 2015 to 2017 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, 2015 to December 31, 2015
 
 
 
 
 
 
 
 
Awards 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 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 other 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 2014
 
 
 
average respective exchange rates of CAD0.9057,
 
 
 
EUR1.3285 and GBP1.6476).
 
 
 
 
 
 
 
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.