ADVANCE AUTO PARTS, INC. PERFORMANCE-BASED RSUs AWARD AGREEMENT (STOCK SETTLED)Based Rsus 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.
