EXHIBIT 10.1
VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made as of the 19th day of
June, 1998 by and among Republic Industries, Inc. ("RII"), the Xxxxx Group, Xxxx
X. Xxxxxxxx ("Xxxxxxxx"), and Xxxx X. Xxxxxxxx ("Xxxxxxxx").
RECITALS
The parties hereto are stockholders of LKQ Corporation, a Delaware
corporation (the "Company") and are parties to a Stockholders Agreement of even
date herewith (the "Stockholders Agreement") and a Registration Rights Agreement
of even date herewith (the "Registration Rights Agreement"). Capitalized terms
used herein and not otherwise defined (including the Xxxxx Group) shall have the
same meanings as in the Stockholders Agreement.
The parties hereto desire to set forth their agreement regarding certain
matters with respect to which they have voting or approval rights by virtue of
their ownership of the common stock of the Company (the "Common Stock"), all on
the terms and subject to the conditions set forth herein.
COVENANTS
1. BOARD MEMBERSHIP. As long as any of RII, the Xxxxx Group, Xxxxxxxx or
Xxxxxxxx (or its or his Affiliates) beneficially owns capital stock of the
Company having at least 15.0% of the voting power of the Company (a "15%
Stockholder"), each party hereto agrees to vote all of its shares of capital
stock of the Company in favor of the election of two designees of each 15%
Stockholder to the Board of Directors of the Company. As long as any of RII, the
Xxxxx Group, Xxxxxxxx or Xxxxxxxx (or its or his Affiliates) beneficially owns
capital stock of the Company having less than 15.0% but at least 7.5% of the
voting power of the Company (a "7.5% Stockholder"), each party hereto agrees to
vote all of its shares of capital stock of the Company in favor of the election
of one designee of each 7.5% Stockholder to the Board of Directors of the
Company.
2. ADDITIONAL PARTIES. The parties hereto agree to consent to the addition
as parties to the Stockholders Agreement and the Registration Rights Agreement
all of the equity holders of each of the first two entities (a "Target")
acquired by the Company on or after the date of this Agreement, provided that
the consideration paid by the Company in each such acquisition includes shares
of capital stock of the Company having a value (as determined by the Board of
Directors) at the time of such acquisition at least equal to $5,000,000.
3. TERMINATION. This Agreement shall terminate and have no further force or
effect upon the closing of the initial public offering of the Common Stock.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Corporate Development
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, on behalf of himself and on
behalf of each member of the Xxxxx Group
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
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