Exhibit 10.1
CONSULTING
AGREEMENT
This 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 Mark T. Spears
(hereinafter referred to as “Consultant”).
WITNESSETH
WHEREAS, Consultant is currently the
Executive Vice President and Chief Financial Officer of the
Company;
WHEREAS, the Company desires to
avail itself of the experience, knowledge and judgment of
Consultant for a period of time after Consultant is no longer an
employee of the Company; and
WHEREAS, Consultant is willing to
perform consulting services for the Company as an independent
contractor 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 or Chief
Executive Officer regarding financial matters involving the
Company, including but not limited to the Company’s annual
and quarterly financial statements and the Company’s capital
structure. 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 $180,000 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
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