ADVANCE AUTO PARTS, INC. (STOCK SETTLED) [ANNUAL LONG-TERM INCENTIVE AWARD]Advance Auto • May 31st, 2016 • Advance Auto Parts Inc • Retail-auto & home supply stores
(“Participant”) Stock Appreciation Rights (the “Performance-based 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 initial Market Value of each underlying share of Common Stock is indicated above in the box labeled “Grant Price.” The Performance-based 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 no
