PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable
EXHIBIT 10.33
Non-transferable
GRANT TO
(“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 “Units”).
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”).
Unless accelerated in accordance with the Plan or in the discretion of the Committee, the Units
will be earned on December 31, 20___in accordance with the following schedule:
| Actual Pre-Tax | ||||||
| Profit as a Percent | Actual Pre-Tax | Actual Units | Percent of Units | |||
| of Target* | Profit* | Earned** | Earned** | |||
less than 95% |
$XXX | 0 | 0% | |||
95% |
$XXX | XXX | 50% | |||
100% or above |
$XXX | XXX | 100% | |||
| * | Pre-tax profit target for the year ending December 31, 20___is $XXX | |
| ** | Straight line interpolation is used to determine percent of Units earned when actual level is between two points. |
IN WITNESS WHEREOF, Genuine Parts Company has caused this Agreement to be executed as of the Grant
Date, as indicated below.
| GENUINE PARTS COMPANY |
||||
| By: | ||||
| Xxxxx X. Xxxxxx | ||||
| Xx. Vice President - Finance and Corporate Secretary | ||||
| Grant Date: | ||||
| Accepted by Grantee: | ||||
TERMS AND CONDITIONS
1. Grant of Units. Genuine Parts Company (the “Company”) hereby grants to the Grantee
named on page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions
set forth in the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”) and in this award
agreement (this “Agreement”), the right to earn on December 31, 2007 the maximum number of
restricted stock units indicated on page 1 hereof which, if and to the extent earned (the “Units”),
will represent the right to receive an equal number of shares of the Company’s $1.00 par value
Stock (“Stock”) on the terms set forth in this Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Plan.
2. Vesting of Units. The Units will be credited to a bookkeeping account on behalf of
Grantee. The Units will vest and become non-forfeitable on the earliest to occur of the following
(the “Vesting Date”):
| (a) | December 31, 2011, | ||
| (b) | The date of Grantee’s Retirement* after December 31, 2007, or | ||
| (c) | The date of Grantee’s termination of employment due to death or Disability, or | ||
| (d) | The effective date of a Change in Control. |
If Grantee’s employment terminates prior to the Vesting Date for any
reason other than as described in (b) or (c) above, Grantee shall forfeit
all right, title and interest in and to the then unvested Units as of the
date of such termination and the unvested Units will be reconveyed to the
Company without further consideration or any act or action by Grantee.
3. Conversion to Stock. Unless the Units are forfeited prior to the Vesting Date as
provided in Paragraph 2 above or deferred pursuant to Paragraph 4 below, the Units will be
converted to actual shares of Stock on the earlier of the date set forth in Section 2(a) above or
the effective date of a “change in control event” as defined in §1.409A-3(i)(5) of the final
regulations under Code Section 409A (the “Conversion Date”). Stock certificates evidencing the
conversion of Units into shares of Stock will be registered on the books of the Company in
Grantee’s name as of the Conversion Date and delivered to Grantee as soon as practical thereafter.
4. Deferral Election. At any time prior to the date that is twelve (12) months prior to
the date set forth in Section 2(a) above, Grantee may elect, with respect to any or all of the
Units, to defer delivery of the shares of Stock that would otherwise be due on the Conversion Date
until the fifth anniversary of the date set forth in Section 2(a), or such later date as may be
permitted by the Committee, provided, however, that such election will not be effective until the
twelve month anniversary of the date such election is made. If such deferral election is made, the
Committee shall, in its sole discretion, establish the rules and procedures for such payment
deferrals.
5. Limitation of Rights. The Units do not confer to Grantee or Grantee’s beneficiary any
rights of a shareholder of the Company unless and until Shares are in fact issued to such person in
connection with the Units. Nothing in this Agreement shall interfere with or limit in any way the
right of the Company or any affiliate to terminate Grantee’s service at any time, nor confer upon
Grantee any right to continue in the service of the Company or any affiliate.
6. Dividend Equivalents. If any dividends or other distributions are paid with respect to
the Company’s Stock while the earned Units are outstanding, the dollar amount or fair market value
of such dividends or distributions with respect to the number of shares of Stock then underlying
the Units shall be converted into additional Units in Grantee’s name, based on the Fair Market
Value of the Stock as of the date such dividends or distributions were payable, and such additional
Units shall be subject to the same forfeiture and transfer restrictions and deferral terms as apply
to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock
at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting
and other rights as a shareholder of the Company.
7. Restrictions on Transfer. No right or interest of Grantee in the Units may be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company or an affiliate, or
shall be subject to any lien, obligation, or liability of Grantee to any other party other than the
Company or an affiliate. The Units are not assignable or transferable by Grantee other than by
will or the laws of descent and distribution or pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code; but the Committee may permit other transfers.
8. Payment of Taxes. Grantee will, no later than the date as of which any amount related
to the Units first becomes includable in Grantee’s gross income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of,
any federal, state and local taxes of any kind (including Grantee’s FICA obligation) required by
law to be withheld with respect to such amount. The obligations of the Company under this
Agreement will be conditional on such payment or arrangements, and the Company, and, where
applicable, its subsidiaries will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to Grantee.
9. Amendment. The Committee may amend, modify or terminate this Agreement without approval
of Grantee; provided, however, that such amendment, modification or termination shall not, without
Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully
vested (i.e., as if all restrictions on the Units hereunder had expired) on the date of such
amendment or termination.
10. Plan Controls. The terms contained in the Plan are incorporated into and made a part
of this Agreement and this Agreement shall be governed by and construed in accordance with the
Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
11. Successors. This Agreement shall be binding upon any successor of the Company, in
accordance with the terms of this Agreement and the Plan.
12. Severability. If any one or more of the provisions contained in this Agreement are
invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and
enforced as if the invalid, illegal or unenforceable provision had never been included.
13. Notice. Notices and communications under this Agreement must be in writing and either
personally delivered or sent by registered or certified United States mail, return receipt
requested, postage prepaid. Notices to the Company must be addressed to:
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee
will be directed to the address of Grantee then currently on file with the Company, or at any other
address given by Grantee in a written notice to the Company.
| *Grantee must have attained the age of 65 to qualify for retirement provision |
