Exhibit 10.5
LKQ CORPORATION
AMENDED AND RESTATED
STOCK OPTION AND COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
The Board of Directors of LKQ
Corporation adopted on June 5, 2003 the Stock Option and
Compensation Plan for Non-Employee Directors (the
“Plan”), and the stockholders of LKQ Corporation
approved the Plan on September 10, 2003. The Plan was
subsequently amended on March 3, 2005; December 15, 2005;
March 5, 2007; October 12, 2007; and November 5,
2008.
1.
Statement of Purpose
. The purpose of this Stock
Option and Compensation Plan for Non-Employee Directors (the
“Plan”) is to benefit LKQ Corporation (the
“Company”) and its subsidiaries by offering its
non-employee directors a favorable opportunity to become holders of
stock in the Company over a period of years, thereby giving them a
stake in the growth and prosperity of the Company and encouraging
the continuance of their services with the Company.
2.
Administration
. The Plan shall be
administered by the board of directors of the Company (the
“Board of Directors”), whose interpretation of the
terms and provisions of the Plan and whose determination of matters
pertaining to options granted under the Plan shall be final and
conclusive.
3.
Eligibility
. Only current directors of
the Company who are not officers or employees of the Company shall
be entitled to receive options or compensation under the Plan (each
such individual receiving options granted or compensation paid
under the Plan is referred to herein as a “Director”
and each person entitled to exercise an option granted under the
Plan is referred to herein as an
“Optionee”).
4.
Granting of Options; Annual
Compensation.
(a)(i)
[intentionally left blank]
(ii)
[intentionally left blank]
(iii)
Each Director shall receive annual compensation of $110,000 payable
(at the election of such Director) in cash, in shares of the Common
Stock (rounded up to the nearest whole share), or in a combination
of cash and such shares, in equal quarterly installments of $27,500
on the last day of each quarter (March 31, June 30,
September 30 and December 31), provided such Director
continues to be eligible at the time of such payment under the
terms of Paragraph 3 of this Plan. In addition, each Director
who serves as a member of the Audit Committee, Compensation
Committee or Governance/Nominating Committee of the Board of
Directors shall receive annual compensation of $6,000 for each
committee on which such Director serves payable (at the election of
such Director) in cash, in shares of the Common Stock (rounded up
to the nearest whole share), or in a combination of cash and such
shares, in equal quarterly installments of $1,500 on the last
day of each quarter (March
31, June 30, September 30 and
December 31), provided such Director continues to be
eligible at the time of such payment under the terms of Paragraph 3
of this Plan and continues to serve as a member of the Audit
Committee, Compensation Committee or Governance/Nominating
Committee of the Board of Directors. If such Director elects
to receive the Common Stock as described in this Paragraph
4(a)(iii), the per share value of Common Stock shall equal the fair
market value on the respective payment date (or, if the payment
date is not a trading date, on the first trading date immediately
preceding the payment date), which shall be the average of the
highest and lowest sales prices of the Common Stock reported on the
principal national stock exchange on which it is listed or
quotation service on which it is listed (as reported in The Wall
Street Journal ) on the respective payment date. Such
election must be made prior to the start of the calendar year in
which the compensation described in this Paragraph
4(a)(iii) is to be paid.
The aggregate number of shares which
shall be available to be so optioned or otherwise issued under the
Plan shall be 1,000,000 shares. Such number of shares, and
the number of shares subject to options outstanding under the Plan,
shall be subject in all cases to adjustment as provided in
Paragraph 10 hereof. Options granted under the Plan are
intended not be treated as incentive stock options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
(b)
No options shall be granted under the Plan subsequent to the tenth
anniversary of the adoption of the Plan. In the event that an
option expires or is terminated or cancelled unexercised as to any
shares, such released shares may again be optioned (including a
grant in substitution for a cancelled option). Shares subject
to options may be made available from unissued or reacquired shares
of Common Stock.
(c)
Nothing contained in the Plan or in any option granted pursuant
thereto shall confer upon any Director any right to continue
serving as a director of the Company or interfere in any way with
the right of the Board of Directors or stockholders of the Company
to remove such Director pursuant to the certificate of
incorporation or bylaws of the Company or pursuant to applicable
law.
5.
Option Price
. Except with respect to those
options granted under the terms of Paragraph 4(a)(i) hereof
and subject to the adjustment in Paragraph 10 hereof, the
option price for all options granted under this Plan shall be the
fair market value of the shares of Common Stock subject to the
option on t
