EX-10.13 6 lkq-ex1013_20141231.htm EXHIBIT 10.13 LKQ-EX10.13_2014.12.31
Exhibit 10.13


 
M E M O R A N D U M
 
 
 
 
 
 
 
 
 
 
 
TO:
 
 
 
 
 
 
 
 
 
FROM:
Compensation Committee
 
 
 
 
 
 
 
DATE:
 
 
 
 
 
 
 
 
 
RE:
Bonus Program
 
 
 
 
 
 
 
 
 
 
 
 
 


You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential ­­___________bonus. The potential bonus described in this letter is subject to all of the terms and conditions set forth in the MIP (a copy of which is attached to this memorandum).
Performance Period:
 
January 1,                 
 to December 31,                 
 
 
 
 
 
 
 
 
 
 
 
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 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 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.
Losses from discontinued operations; and
 
 
 
10.
Other extraordinary, unusual or infrequently occurring
 
 
 
 
items as 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 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. 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