1 EXHIBIT 10.32 GENUINE PARTS COMPANY 1999 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Grantee: TOM GALLAGHER Number of Shares: 75,000 Date: February 25, 1999 1. Agreement to Award Restricted Stock. Subject to the satisfaction of the...Restricted Stock Agreement • May 3rd, 1999 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
AMENDMENT NUMBER 1 TO THE TRUST AGREEMENT EXECUTED IN CONJUNCTION WITH THE GENUINE PARTS COMPANY NON-QUALIFIED DEFERRED COMPENSATION PLANSTrust Agreement • March 7th, 2002 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
GENUINE PARTS COMPANY BY-LAWS B-1 GENUINE PARTS COMPANY BY-LAWSBy-Laws • March 12th, 2001 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
GENUINE PARTS COMPANY $750,000,000 4.950% Senior Notes due 2029 Underwriting AgreementUnderwriting Agreement • August 9th, 2024 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
** Note: It is expected that delivery of the notes will be made to investors against payment therefor on or about August 9, 2024, which will be the second business day following the date hereof (such settlement being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day before the settlement date may be required, by virtue of the fact that the notes initially settle in T+2, to specify alternate settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during the period described above should consult their own advisors.
EXHIBIT 10.49 TRUST AGREEMENT EXECUTED IN CONJUNCTION WITH THE GENUINE PARTS COMPANY SUPPLEMENTAL RETIREMENT PLAN This Agreement and Declaration of Trust is made this 1st day of July, 2001, by and between Genuine Parts Company ("Company") and SunTrust...Trust Agreement • March 7th, 2002 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Georgia
EXHIBIT 99.1 SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • November 15th, 1999 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Georgia
Agreement and Plan of Merger Dated as of April 12, 2018 By and Among Genuine Parts Company, Rhino SpinCo, Inc., Essendant Inc. and Elephant Merger Sub Corp.Merger Agreement • April 26th, 2018 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 12th day of April 2018, by and among Genuine Parts Company, a Georgia corporation (“GPC”), Rhino SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of GPC (“SpinCo”), Essendant Inc., a Delaware corporation (“RMT Parent”), and Elephant Merger Sub Corp., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“Merger Sub”). Each of GPC, SpinCo, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
SEPARATION AGREEMENT Dated as of April 12, 2018 By and Between GENUINE PARTS COMPANY and RHINO SPINCO, INC.Separation Agreement • April 26th, 2018 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Delaware
This Separation Agreement (together with the Exhibits, Attachments and Schedules hereto, this “Agreement”) is made as of the 12th day of April, 2018, by and between Genuine Parts Company, a Georgia corporation (“GPC”), and Rhino SpinCo, Inc., a Delaware corporation and wholly-owned Subsidiary of GPC (“SpinCo”). Each of GPC and SpinCo is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT Dated as of October 30, 2017 amongSyndicated Facility Agreement • February 27th, 2018 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
This AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT is entered into as of October 30, 2017 among GENUINE PARTS COMPANY, a Georgia corporation (the “Company”), UAP INC., a company constituted under the laws of Quebec (“UAP”), certain other Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company and UAP, the “Borrowers” and, each a “Borrower”), the Lenders (defined herein), BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Swing Line Lender, BANK OF AMERICA, N.A., acting through its Australia branch, as Australian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT BETWEEN AND GENUINE PARTS COMPANYChange in Control Agreement • February 29th, 2008 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Georgia
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) amends and restates in its entirety as of the 19th day of November, 2007, the Change in Control Agreement by and between Genuine Parts Company, a Georgia corporation (the “Company”) and (“Executive”), originally dated as of the day of 2006.
AMENDMENT TO GENUINE PARTS COMPANY FORM OF AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 26th, 2013 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
This Amendment (the “Amendment”) to the Amended and Restated Change in Control Agreement (the “Agreement”) between Genuine Parts Company (the “Company”) and (the “Executive”) is made and executed this day of , 2012.
SECOND AMENDMENT TO AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • July 30th, 2020 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
THIS SECOND AMENDMENT TO AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT dated as of May 1, 2020 (this “Amendment”) is entered into among GENUINE PARTS COMPANY, a Georgia corporation (the “Company”), UAP INC., a company constituted under the laws of Quebec (“UAP”), certain other Subsidiaries of the Company party hereto as Designated Borrowers (such Designated Borrowers, together with the Company and UAP, the “Borrowers” and, each a “Borrower”), the Lenders party hereto, BANK OF AMERICA, N.A., acting through its Canada branch, as Canadian Swing Line Lender, BANK OF AMERICA, N.A., acting through its Australia branch, as Australian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below), as amended hereby.
Employee Initials 4868-5098-1529, v. 1 1 James Neill SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (hereinafter referred to as “Agreement”) is made and entered into by and between James Neill (hereinafter...Separation Agreement • April 18th, 2024 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Georgia
Dated 22 September 2017 by and between BCP FundsAIGManagers as Sellers and GPC Europe Acquisition Co. Limitedas Purchaser Genuine Parts Company SALE AND PURCHASE AGREEMENT relating to the Alliance Automotive group Linklaters LLP25 rue de Marignan75008...Sale and Purchase Agreement • October 26th, 2017 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Luxembourg
The parties listed under number 1 to 3 are referred individually as the “Seller of LuxCo Securities” and collectively as the “Sellers of LuxCo Securities”.
SYNDICATED FACILITY AGREEMENT Dated as of September 11, 2012 among GENUINE PARTS COMPANY, UAP INC. and CERTAIN DESIGNATED SUBSIDIARIES, as the Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWERS, as the Guarantors BANK OF AMERICA, N.A., as...Syndicated Facility Agreement • November 8th, 2012 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
This SYNDICATED FACILITY AGREEMENT is entered into as of September 11, 2012 among GENUINE PARTS COMPANY, a Georgia corporation (the “Company”), UAP INC., a company constituted under the laws of Quebec (“UAP”), certain other Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company and UAP, the “Borrowers” and, each a “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Domestic Swing Line Lender, Canadian Swing Line Lender, Australian Swing Line Lender and L/C Issuer.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable GRANT TO GRANTEE (“Grantee”) by Genuine Parts Company (the “Company”) of [ ] Performance Restricted Stock Units convertible into shares of its Stock, par value $1.00 per share (the...Performance Restricted Stock Unit Award Agreement • May 7th, 2014 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
IN WITNESS WHEREOF, Genuine Parts Company has caused this Agreement to be executed as of the Grant Date, as indicated below.
CHANGE IN CONTROL AGREEMENT BETWEEN AND GENUINE PARTS COMPANYChange in Control Agreement • February 26th, 2015 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • Georgia
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into by and between Genuine Parts Company, a Georgia corporation (the “Company”) and (“Executive”), as of the day of 201 .
364-DAY BRIDGE CREDIT AGREEMENT Dated as of September 22, 2017 among364-Day Bridge Credit Agreement • October 26th, 2017 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
This 364-DAY BRIDGE CREDIT AGREEMENT is entered into as of September 22, 2017 among GENUINE PARTS COMPANY, a Georgia corporation (the “Company” or the “Borrower”), the Lenders (defined herein) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferablePerformance Restricted Stock Unit Award Agreement • February 29th, 2008 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
IN WITNESS WHEREOF, Genuine Parts Company has caused this Agreement to be executed as of the Grant Date, as indicated below.
STOCK APPRECIATION RIGHTS AGREEMENT Non-transferable GRANT TOStock Appreciation Rights Agreement • March 7th, 2005 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
pursuant to and subject to the provisions of the Genuine Parts Company Amended and Restated 1999 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).
STOCK APPRECIATION RIGHTS AGREEMENT Non-transferable GRANT TO (“Grantee”) by Genuine Parts Company (the “Company”) of Stock Appreciation Rights with Respect to shares of its common stock, $1.00 par value (the “SARs”) having a base value of $ per share...Stock Appreciation Rights Agreement • February 26th, 2013 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
pursuant to and subject to the provisions of the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).
SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • August 7th, 2015 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts • New York
THIS SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT dated June 19, 2015 (this “Amendment”) is entered into among GENUINE PARTS COMPANY, a Georgia corporation (the “Company”), UAP INC., a company constituted under the laws of Quebec (“UAP”), certain other Subsidiaries of the Company party hereto as Designated Borrowers (such Designated Borrowers, together with the Company and UAP, the “Borrowers” and, each a “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below).
AMENDMENT NO. 3 TO SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • February 22nd, 2024 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
AMENDMENT NO. 3 TO SYNDICATED FACILITY AGREEMENT, dated as of November 17, 2023 (this “Agreement”), is made by and among GENUINE PARTS COMPANY, a corporation existing under the laws of Georgia (the “Company”), UAP INC., a corporation existing under the laws of Quebec (“UAP”), the other Designated Borrowers (as defined in the Syndicated Facility Agreement) party to the Syndicated Facility Agreement (together with the Company and UAP, the “Borrowers” and, each a “Borrower”), the Lenders party hereto, and acknowledged by jpmORGAN cHASE bANK, n.a., acting through its Toronto branch, as Canadian Swing Line Lender, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Domestic Swing Line Lender.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable GRANT TOPerformance Restricted Stock Unit Award Agreement • March 7th, 2005 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
pursuant to and subject to the provisions of the Genuine Parts Company Amended and Restated 1999 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).
RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferableRestricted Stock Unit Award Agreement • February 29th, 2008 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
pursuant to and subject to the provisions of the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).
RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferableRestricted Stock Unit Award Agreement • March 7th, 2005 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
pursuant to and subject to the provisions of the Genuine Parts Company 1999 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”).
AMENDED AND RESTATED BY-LAWS OF GENUINE PARTS COMPANYBy-Laws • November 19th, 2018 • Genuine Parts Co • Wholesale-motor vehicle supplies & new parts
