LKQ CORP (Form: 8-K, Received: 01/11/2005 06:14:09)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2005

(Exact name of registrant as specified in its charter)

Delaware		000-50404		36-4215970
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

120 North LaSalle Street, Suite 3300

Chicago, IL 60602

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 621-1950

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On January 7, 2005, the Board of Directors of LKQ Corporation (“LKQ”) approved the 2005 annual grant of stock options to employees (the “2005 Options”). The annual grant has a pre-determined grant date of the second Friday in January. Therefore, the grant date of the 2005 Options will be January 14, 2005 and the exercise price will be the average of the high and low sales prices of LKQ’s common stock on January 14, 2005 on NASDAQ. The 2005 Options give the holders of such options the right to purchase a total of 420,000 shares of LKQ common stock. The following executive officers of LKQ will receive options to purchase the number of such shares set forth following their names: Joseph M. Holsten, 50,000 shares; Mark T. Spears, 25,000 shares; Victor M. Casini, 15,000 shares; H. Bradley Willen, 11,500 shares; and Frank P. Erlain, 6,500 shares.

The Board of Directors of LKQ has established that the vesting schedule for each of the 2005 Options shall be as follows: June 14, 2005 with respect to 50% of the number of shares subject to such option and, with respect to an additional 5.555% of the number of shares subject to such option, January 14, 2006 and each six month anniversary thereafter until January 14, 2010. This vesting schedule is different than the typical vesting schedule for options granted to employees of LKQ. The typical vesting schedule provides that 10% of the number of shares subject to the option becomes exercisable on each six month anniversary of the date of grant over a total of five years. A copy of the form of Award Agreement that sets forth the terms and conditions of the 2005 Options is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

On January 10, 2005, the Compensation Committee of the Board of Directors of LKQ amended the vesting schedule of certain outstanding stock options held by employees of LKQ, including certain of LKQ’s executive officers.

In January 2004, LKQ granted to certain of its employees options to purchase a total of 412,500 shares of LKQ common stock at an exercise price of $17.96 per share. The following executive officers received options to purchase the number of such shares set forth following their names: Joseph M. Holsten, 50,000 shares; Mark T. Spears, 25,000 shares; Frank P. Erlain, 21,500 shares; Victor M. Casini, 15,000 shares; and H. Bradley Willen, 11,500 shares.

In February 2004, LKQ granted to certain of its employees options to purchase a total of 16,000 shares of LKQ common stock at an exercise price of $17.49 per share. None of the executive officers received any of these options. The above options granted in January 2004 and in February 2004 are referred to in this Current Report as the "2004 Options."

At the time they were granted, each of the 2004 Options was scheduled to vest with respect to 10% of the number of shares subject to such option on each six month anniversary of the date of grant over a total of five years. The amendment accelerated the vesting schedule of the 2004 Options to make all unvested shares subject to the options exercisable on January 10, 2005. A copy of the form of Notice to Optionees that sets forth the amendment in writing (attached to which is the form of 2004 Award Agreement that was amended) is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

The Compensation Committee and the Board of Directors decided to accelerate the vesting schedule of the 2004 Options and to partially accelerate the vesting schedule of the 2005 Options primarily as a supplement to compensation due to the expected reduction of cash bonuses to employees for the 2004 calendar year. The bonus formula established by LKQ in January 2004 is expected to result in reduced 2004 bonuses (normally payable in the first quarter of 2005) to LKQ employees.

The acceleration of the 2004 Options will result in approximately $40,000 of additional compensation expense (before income tax effects) in the first quarter of 2005. LKQ will avoid compensation expense in future periods as a result of the partial acceleration of the 2005 Options (compared to the compensation expense that would have been recognized under LKQ’s typical vesting schedule) and as a result of the acceleration of the 2004 Options. Approximate amounts of compensation expense (before income tax effects) that would have been recognized without accelerating the options are set forth in the table below:

	Acceleration of 2004 Options	Partial Acceleration of 2005 Options
July 1 - December 31, 2005	$ 380,000	$ 190,000
Calendar Year 2006	$ 750,000	$ 390,000
Calendar Year 2007	$ 750,000	$ 390,000
Calendar Year 2008	$ 750,000	$ 390,000
Calendar Year 2009	$ 20,000	$ 390,000
Calendar Year 2010	$ 0	$ 10,000

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number		Description of Exhibit
99.1		Form of Award Agreement dated January 14, 2005 between LKQ Corporation and optionees.
99.2		Form of Notice to Optionees dated January 10, 2005.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LKQ CORPORATION

Date: January 11, 2005	By:	/s/ VICTOR M. CASINI
		Victor M. Casini
		Vice President and General Counsel

Exhibit 99.1

AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made and entered into as of January 14, 2005 by and between LKQ Corporation (the “Company”) and _____________ (the “Optionee”).

Recitals

The Board of Directors of the Company is of the opinion that the interests of the Company will be advanced by encouraging certain persons affiliated with the Company, upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the Company’s business, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company.

The Board of Directors of the Company is of the opinion that the Optionee is such a person.

The Company desires to grant a stock option to the Optionee, and the Optionee desires to accept such grant, all on the terms and subject to the conditions set forth in this Agreement and set forth in the Company’s 1998 Equity Incentive Plan, a copy of which is attached hereto as Exhibit A (the “Plan”).

Covenants

1. Option Grant . As of the date of this Agreement, the Company hereby grants to the Optionee an option (the “Option”) to purchase a total of _________ shares (the “Shares”) of common stock of the Company at an exercise price of ____________ per Share. The Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.

2. Time of Exercise . The Option shall become exercisable with respect to 50% of the total number of shares subject to the Option (rounded to the nearest whole share) five months after the date of this Agreement and with respect to an additional 5.555% of the total number of shares subject to the Option (rounded to the nearest whole share) on January 14, 2006 and on each six month anniversary thereafter until January 14, 2010; provided, however, that rounding to the nearest whole share will not cause more than the total number of Shares referred to in Section 1 above to become exercisable.

3. Term of Option . The term of the Option shall be ten years, subject to earlier termination as provided in the Plan.

4. Cancellation and Recission . (a) The Company shall have the right to cancel the Option or rescind any exercise of the Option if the Optionee is not in compliance, during the period commencing on the date of this Agreement and ending on the earlier of the termination of the Option or one year after the date on which the Option has been exercised with respect to all of the Shares, with all applicable provisions of the Plan and with the following conditions:

(i) the Optionee shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Optionee from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and

(ii) the Optionee shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b) The Company shall notify in writing the Optionee of any violation by the Optionee of this Section 4. In the case of the cancellation of the Option, the cancellation shall be effective as of the date of the occurrence of any of the activities set forth in (a) above and all rights to purchase Shares pursuant thereto shall terminate immediately. In the case of the recission of the Option, the Optionee shall within ten days after receiving such notice, return to the Company the number of Shares received upon exercise of the Option or, if such Shares have been sold, pay to the Company the amount of any gain realized upon the sale of the Shares received upon exercise of the Option. The Optionee hereby consents to a deduction from any amounts owed by the Company to the Optionee from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Optionee to the Company under this Section 4. Whether or not the Company elects to make any set-off in whole or in part, the Optionee agrees to timely pay any amounts due under this Section 4.

5. Short Positions . The Optionee agrees that, at any time the Optionee holds the Option, the Optionee shall not (i) directly or indirectly sell any equity security of the Company if the Optionee does not own the security sold, or if owning the security, does not deliver it against such sale within 20 days thereafter; or (ii) establish a derivative security position with respect to any equity security of the Company that increases in value as the value of the underlying equity decreases (including but not limited to a long put option and a short call option position) with securities underlying the position exceeding the underlying securities otherwise owned by the Optionee. In the event the Optionee violates this provision, the Company shall have the right to cancel the Option.

6. Compliance with Laws . At the time of the exercise of the Option, the Company may, if it shall determine it necessary or desirable for any reason, require the Optionee (or the Optionee’s heirs, legatees or legal representative, as the case may be) as a condition upon the exercise thereof, to deliver to the Company a written representation of present intention to purchase the shares for investment and not for distribution. If at any time the Company determines, in its discretion, that the listing, registration or qualification of the Shares subject to the Option upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue or purchase of the Shares, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

7. Plan Governs . This Option is subject to all of the terms and conditions set forth in the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan (including without limitation those relating to the powers of the administrator of the Plan) shall govern.

8. Miscellaneous . The Optionee shall not have any of the rights or privileges of a stockholder of the Company with respect to the Shares unless and until such Shares shall have been issued to the Optionee in accordance with this Agreement. The Committee (as defined in the Plan) shall have the authority to make reasonable constructions of the provisions of this Agreement, to correct any defect, supply any omission or reconcile any inconsistency herein, and to prescribe reasonable rules and regulations relating to the administration of the Option.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered this Agreement on the day and year first written above.

OPTIONEE			LKQ CORPORATION
/s/			/s/

NOTICE TO OPTIONEES

To:	Certain Recipients of Stock Option Grants in 2004 Under the LKQ Corporation 1998 Equity Incentive Plan (the “Plan”)

Date:	January 10, 2005

Reference is made to the Award Agreement dated ____________, 2004 between LKQ Corporation (“LKQ”) and you (a copy of which is attached hereto as Exhibit A) pursuant to which you were granted an option (the “Option”) to purchase shares of common stock of LKQ.

This letter shall serve as notice to you that the Compensation Committee of the Board of Directors of LKQ has, pursuant to its authority under the Plan, amended the vesting schedule of the Option to make the Option exercisable, as of the date of this notice, with respect to all previously unvested shares subject to the Option.

Please do not hesitate to call the undersigned in the event you have any questions regarding this change to your Option.


	LKQ CORPORATION

	By:	/s/

This Award Agreement (this “Agreement”) is made and entered into as of ___________, 2004 by and between LKQ Corporation (the “Company”) and _____________ (the “Optionee”).

The Board of Directors of the Company is of the opinion that the Optionee is such a person.

2. Time of Exercise . The Option shall become exercisable with respect to ten percent of the total number of shares subject to the Option (rounded to the nearest whole share) six months after the date of this Agreement and with respect to an additional ten percent at the end of each six month period thereafter during the succeeding four and one-half years.

3. Term of Option . The term of the Option shall be ten years, subject to earlier termination as provided in the Plan.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered this Agreement on the day and year first written above.

OPTIONEE			LKQ CORPORATION
/s/			/s/