LKQ CORPORATION (NASDAQ:LKQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1.

Base salaries for 2017 (effective as of April 1, 2017)
as set forth below.

Robert L. Wagman, President and Chief Executive Officer

$1,025,000

John S. Quinn, Chief Executive Officer and Managing
Director, LKQ Europe

585,000

Dominick Zarcone, Executive Vice President and Chief
Financial Officer

515,000

Walter P. Hanley, Senior Vice President – Development

440,000

Victor M. Casini, Senior Vice President and General
Counsel

400,000

Steven Greenspan, Senior Vice President – Recycled and
Refurbished Products

385,000

2.

Minimum, target and maximum potential annual bonus
percentages for the 2017 calendar year under the
Management Incentive Plan as set forth below. The bonus
award (if any) of each executive officer would be equal
to the officers weighted average 2017 base salary
multiplied by the bonus percentage that corresponds to
the performance goal achieved by the Company. The
Compensation Committee will establish the performance
goals for the 2017 calendar year in the first quarter
of 2017.

Robert L. Wagman

50/100/150

John S. Quinn

35/50/110

Dominick Zarcone

35/50/110

Walter P. Hanley

35/50/110

Victor M. Casini

35/50/110

Steven Greenspan

35/50/110

3.

Threshold, Target and Maximum potential payout
percentages under the LKQ Corporation Long Term
Incentive Plan (LTIP) for the performance period
commencing as of January 1, 2017 and ending on December
31, 2019 as set forth below. The LTIP award (if any) of
each executive officer would be equal to the executive
officers base salary at December 31, 2019 multiplied by
the payout percentage that corresponds to the
performance goal achieved by the Company. The
Compensation Committee will establish the performance
goals for the 2017-2019 performance period in the first
quarter of 2017.

Threshold

Target

Maximum

Robert L. Wagman

39%

78%

156%

John S. Quinn

36%

71%

142%

Dominick Zarcone

36%

71%

142%

Walter P. Hanley

36%

71%

142%

Victor M. Casini

36%

71%

142%

Steven Greenspan

36%

71%

142%

4.

Grants of performance-based restricted stock units
(RSUs) under the Companys 1998 Equity Incentive Plan
with a value equal to certain dollar amounts, which
translate (at an assumed stock price of $31.97 per
share, calculated as the volume weighted average price
of the Companys common stock on the NASDAQ Global
Select Market on December 20, 2016) into the number of
units set forth below. The RSUs will be issued on
January 13, 2017 (the second Friday of January 2017).
The actual number of RSUs issued will be adjusted based
on the volume weighted average price on January 13,
2017. Each RSU will convert into one share of LKQ
common stock on the applicable vesting date. The RSUs
will be subject to two vesting conditions, each of
which must be satisfied: (a) time-based vesting equal
to 16.67% of the number of RSUs subject to the award
(rounded to the nearest whole share) on July 14, 2017
and on each six-month anniversary of July 14, 2017; and
(b) a performance-based condition of positive
fully-diluted earnings per share of the Company
(subject to adjustment for certain extraordinary items)
for any of the first five fiscal years ending after the
grant date. If and when the performance-based condition
is met, all RSUs that had previously met the time-based
vesting condition will become earned and payable
immediately and the remaining RSUs will become earned
and payable according to the remaining schedule of the
time-based condition. If the performance-based
condition is not met, all RSUs will be forfeited. The
RSUs will be subject to the terms and conditions of a
Performance-Based Restricted Stock Unit Agreement, the
form of which is attached as Exhibit 10.1 to this
report on Form 8-K. RSU grants are subject to the full
terms of the Equity Incentive Plan, which was included
as Exhibit 10.1 to the Companys report on Form 10-Q
filed with the SEC on November 1, 2016.

Units

Robert L. Wagman

52,519

John S. Quinn

36,826

Dominick Zarcone

36,826

Walter P. Hanley

33,543

Victor M. Casini

25,585

Steven Greenspan

11,736

Item 9.01

Financial Statements and Exhibits.

Exhibit

Number

Description of Exhibit

10.1

Form of LKQ Corporation Performance-Based Restricted
Stock Unit Agreement.