United States Court of Appeals For the Seventh Circuit ____________________ No. 23-2330 LKQ CORPORATION, Plaintiff/Counter-Defendant-Appellant, v. ROBERT RUTLEDGE, Defendant/Counter-Claimant-Appellee. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:21-cv-03022 — Thomas M. Durkin, Judge. ____________________

ARGUED FEBRUARY 14, 2024 — DECIDED MARCH 15, 2024 ____________________

Before SCUDDER, ST. EVE, and LEE, Circuit Judges. SCUDDER, Circuit Judge. This case presents a complicated and important issue of Delaware law: whether, and in what circumstances, contractual provisions requiring a corpora- tion’s former employees to forfeit a monetary benefit upon leaving the firm and joining a competitor—so-called forfei- ture-for-competition provisions—are subject to review for reasonableness. Robert Rutledge agreed to such a provision as part of his participation in LKQ Corporation’s restricted