Exhibit 10.2
AMENDED AND
RESTATED
CONSULTING
AGREEMENT
This Amended and
Restated Consulting Agreement (the “Agreement”) dated
as of this 21 st day of May, 2009 between LKQ
Corporation, a Delaware corporation (hereinafter referred to as the
“Company”), and Joseph M. Holsten (hereinafter referred
to as “Consultant”).
WITNESSETH
WHEREAS, Consultant and the Company
are parties to the Consulting Agreement dated as of
January 11, 2008 and as amended pursuant to an Amendment
Agreement dated as of March 2, 2009, pursuant to which
Consultant agreed to perform, and the Company agreed to engage
Consultant to perform, certain consulting services for a period of
time after Consultant is no longer an employee of the Company;
and
WHEREAS, Consultant and the Company
desire to amend and restate the Consulting Agreement upon the terms
and conditions set forth herein.
NOW, THEREFORE, for and in
consideration of the mutual covenants contained herein, the Company
hereby agrees to engage Consultant and Consultant hereby agrees to
accept such engagement upon the following terms and
conditions:
1. Term . The
“Term” shall mean the period commencing on the date
that Consultant ceases to be an employee of the Company or any of
its affiliates and ending on the earlier of the fifth year
anniversary of such date or the death of Consultant, unless earlier
terminated by Consultant for any reason or by the Company for
“Cause” (as defined in the Company’s 1998 Equity
Incentive Plan).
2. Duties and
Responsibilities . During the Term, Consultant shall
consult with the Company’s Board of Directors regarding the
Company’s strategies and operations. During the Term,
the Company shall not require Consultant to devote more than three
business days per month toward Consultant’s duties and
responsibilities under this Agreement. After the Term, neither
the Company nor Consultant shall have any further obligations
hereunder except, in the case of Consultant, the obligations
pursuant to paragraph 4 hereof.
3. Compensation During the
Term . During the Term, the Company agrees (a) to pay
Consultant at the rate of $290,000 annually in periodic
installments, and (b) to provide for the continuation, at the
Company’s expense (subject to contributions by Consultant at
the same rate as employees of the Company), of substantially the
same health benefits in effect for Consultant immediately prior to
the commencement of the Term. In addition, notwithstanding any
provision to the contrary in the Company’s Long Term
Incentive Plan (the “LTIP”), Consultant shall be
entitled to receive the payments relating to the Deferred Award (as
defined in the LTIP) for the January 1, 2006 to
December 31, 2008 performance period in accordance with the
terms of the LTIP, if (a) Consultant is either an employee of
the Company or a consultant to the Company pursuant to the
Consulting Agreement at the time such Deferred Award vests, or
(b) Consultant is otherwise entitled to such payments pursuant
to the terms of the LTIP.
4. Non-Competition and
Confidentiality . Consultant agrees that:
(a) During the five year period
that initially comprises the Term (notwithstanding any earlier
termina
