Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - LKQ CORP | exhibit102.htm |
| EX-99.1 - EXHIBIT 99.1 - LKQ CORP | exhibit991.htm |
| EX-3.1 - EXHIBIT 3.1 - LKQ CORP | exhibit31.htm |
| 8-K - 8-K - LKQ CORP | lkq8-k.htm |
Exhibit 10.1
M E M O R A N D U M
TO: | ________________________________ |
FROM: | Compensation Committee |
DATE: | March ___, 2016 |
RE: | Management Incentive Plan |
You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential 2017 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, 2017 to December 31, 2017 | ||
Award Components: | The diluted earnings per share from continuing operations 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 (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 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 9, 2017). | |||
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 | |||