EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores • Virginia
AGREEMENT (the “Agreement”) dated as of January 2, 2014 between General Parts International, Inc., a North Carolina corporation, with its principal place of business in Raleigh, North Carolina (“GPII”), and its subsidiaries, parents and affiliated or related entities, including, but not limited to, Advance Auto Parts, Inc., a Delaware corporation, its subsidiaries, predecessors, successors, affiliated corporations, companies and partnerships, and its current and former officers, directors, and agents (collectively, the “Company”) and O. Temple Sloan, III (the “Executive”).
ContractGuarantee Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores
SUPPLEMENT No. 1 (this “Supplement”) dated as of January 31, 2014, to the Guarantee Agreement dated as of December 5, 2013 (the “Guarantee Agreement”), among ADVANCE AUTO PARTS, INC., a Delaware corporation (“Parent”), ADVANCE STORES COMPANY, INCORPORATED, a Virginia corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent for the Lenders.
ADVANCE AUTO PARTS, INC.Performance-Based Stock Appreciation Rights Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores
(“Participant”) Stock Appreciation Rights (the “SARs”) with respect to the number of Shares of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share (“Common Stock”), indicated above in the box labeled “Performance-based SARs (at Target Level)” (the “Target Award”). The initial fair market value of each underlying Share is indicated above in the box labeled “Grant Price.” The SARs that this Certificate represents shall vest and become exercisable in accordance with Sections 1 and 2 below, and upon vesting shall be fully exercisable until the Expiration Date except as otherwise provided in Section 2 below. This Award is subject to the terms and conditions set forth below and in the Advance Auto Parts, Inc. 2004 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is available on the Company’s Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall hav
ADVANCE AUTO PARTS, INC.Performance-Based Restricted Stock Unit Award Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores
(“Participant”) an award (the “Award”) of that number of Performance-based Restricted Stock Units (the “RSUs”) representing the right to receive a like number of shares (“Shares”) of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share (the “Common Stock”), indicated above in the box labeled “Performance-based RSUs (at Target Level),” subject to certain restrictions and on the terms and conditions contained in this Award and the Advance Auto Parts, Inc. 2004 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is available on the Company’s Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVANCE AUTO PARTS, INC., GENERATOR PURCHASE, INC., GENERAL PARTS INTERNATIONAL, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC (AS THE SHAREHOLDER REPRESENTATIVE), Dated as of October 15, 2013Merger Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 15, 2013, is entered into by and among Advance Auto Parts, Inc., a Delaware corporation (“Parent”), Generator Purchase, Inc., a North Carolina corporation and (direct or indirect) subsidiary of Parent (“Merger Sub”), General Parts International, Inc., a North Carolina corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Shareholders and Optionholders (the “Shareholder Representative”).
ADVANCE AUTO PARTS, INC.Performance-Based Stock Appreciation Rights (Sars) Agreement • February 25th, 2014 • Advance Auto Parts Inc • Retail-auto & home supply stores
(“Participant”) Stock Appreciation Rights (the “SARs”) with respect to the number of Shares of Advance Auto Parts, Inc. Common Stock, $.0001 par value per share (“Common Stock”), indicated above in the box labeled “Performance-based SARs (at Target Level)” (the “Target Award”). The initial fair market value of each underlying Share is indicated above in the box labeled “Grant Price.” The SARs that this Certificate represents shall vest and become exercisable in accordance with Sections 1 and 2 below, and upon vesting shall be fully exercisable until the Expiration Date except as otherwise provided in Section 2 below. This Award is subject to the terms and conditions set forth below and in the Advance Auto Parts, Inc. 2004 Long-Term Incentive Plan (the “Plan”). A copy of the Plan is available on the Company’s Intranet site or upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall hav
