EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2017 • Advance Auto Parts Inc • Retail-auto & home supply stores • North Carolina
AGREEMENT (the “Agreement”) dated as of August 21, 2016 between Advance Auto Parts, Inc. (“Advance” or the “Company”), 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 Robert B. Cushing (the “Executive”).
ADVANCE AUTO PARTS, INC.Restricted Stock Unit Award Agreement • February 28th, 2017 • Advance Auto Parts Inc • Retail-auto & home supply stores
(“Participant”) an award (the “Award”) of that number of 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 “Time-based RSUs ,” subject to certain restrictions and on the terms and conditions contained in this Award and the Advance Auto Parts, Inc. 2014 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.
LOYALTY AGREEMENTLoyalty Agreement • February 28th, 2017 • Advance Auto Parts Inc • Retail-auto & home supply stores • Virginia
The undersigned parties wish to enter into this LOYALTY AGREEMENT (the “Agreement”) between Advance Auto Parts, Inc. (including its subsidiaries, parents and affiliated or related entities, if any, (jointly and severally, “Related Entities”)), a Delaware corporation with its principal place of business in Roanoke, Virginia (“Advance” or the “Company”) and Natalie S. Schechtman (“Employee”), effective the 9th day of May, 2016.
ADVANCE AUTO PARTS, INC. (STOCK SETTLED)Performance-Based Stock Appreciation Rights Award Agreement • February 28th, 2017 • 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. 2014 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 RSUs AWARD AGREEMENT (STOCK SETTLED)Performance-Based Restricted Stock Units Award Agreement • February 28th, 2017 • Advance Auto Parts Inc • Retail-auto & home supply stores
Performance-based Restricted Stock Units (the “Performance-based RSUs”) with respect to the number of shares of Advance Auto Parts, Inc. common stock, $.0001 par value per share (“Stock”), indicated above in the box labeled “Performance-based RSUs (at Target Level)” (the “Target Award”). The Performance-based RSUs subject to this Award Agreement shall vest in accordance with Section 1 and Section 2, and upon vesting shall be converted into shares of Stock, as provided in Section 1 and Section 2. This Award is subject to the terms and conditions set forth below and in the Advance Auto Parts, Inc. 2014 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 Agreement, the terms of the Plan shall govern. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.
