ex10-33.htm


    
      Exhibit 10.33

         

        EMPLOYMENT
AGREEMENT

         

        AGREEMENT (the “Agreement”), dated as
of June 4, 2008, between Advance Auto Parts, Inc. (“Advance” or the “Company”),
a Delaware corporation, and(the “Executive”).

        


        The Company and the Executive agree as
follows:

        


        1.   Position;
Term of Employment.  Subject to the
terms and conditions of this Agreement, the Company agrees to employ the
Executive, and the Executive agrees to serve the Company, as
its  (“Executive’s Position”). The parties intend that the Executive
shall continue to so serve in this capacity throughout the Employment Term (as
such term is defined below).

        


        The term
of the Executive’s employment by the Company pursuant to this Agreement shall
commence on June 4, 2008 (“Commencement Date”) and shall end on the day prior to
the first anniversary of the Commencement Date, unless sooner terminated under
the provisions of Paragraph 4 below (“Employment Term”); provided, however, that
commencing on the first anniversary of the Commencement Date and on each
anniversary thereafter the Employment Term shall be automatically extended for
an additional period of one year unless, not later than 90 days prior to such
automatic extension date, either party shall have given notice to the other that
it does not wish to extend the Employment Term, in which case the Employment
Term shall end on the day prior to such automatic extension date.

        


        2.   Duties.  

         

        (a) Duties
and Responsibilities.  The Executive
shall have such duties and responsibilities of the Executive’s Position and such
other duties and responsibilities reasonably consistent with the Executive’s
Position as the Company may request from time to time and shall perform such
duties and carry out such responsibilities to the best of the Executive’s
ability for the purpose of advancing the business of the Company and its
subsidiaries, if any (jointly and severally, “Related Entities”).  The
Executive shall observe and conform to the applicable policies and directives
promulgated from time to time by the Company and its Board of Directors or by
any superior officer(s) of the Company.  Subject to the provisions of
Subsection 2(b) below, the Executive shall devote the Executive’s full time,
skill and attention during normal business hours to the business and affairs of
the Company and its Related Entities, except for holidays and vacations
consistent with applicable Company policy and except for illness or
incapacity.  The services to be performed by the Executive hereunder
may be changed from time to time at the discretion of the
Company.  The Company shall retain full direction and control of the
means and methods by which the Executive performs the Executive’s services and
of the place or places at which such services are to be rendered.

        


        (b) Other
Activities.  During the Term of this Agreement, it shall not be
a violation of this Agreement for the Executive to, and the Executive shall be
entitled to (i) serve on corporate, civic, charitable, retail industry
association or professional association boards or 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        committees
within the limitations of the Company’s Guidelines on Significant Governance
Issues, (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (iii) manage personal investments, so long as such
activities do not significantly interfere with the performance of the
Executive’s duties and responsibilities as required by this Agreement and do not
involve a conflict of interest with the Executive’s duties or responsibilities
hereunder.

         

        
          3.   Compensation.  

           

        

        (a) Base
Salary.  During the
Employment Term, the Company shall pay to the Executive a salary of $ _____
per annum, payable consistent with the Company’s standard payroll practices then
in effect (“Base Salary”).  Such Base Salary shall be reviewed by the
Compensation Committee of Advance’s Board of Directors (hereinafter the
“Compensation Committee”) at least annually, with any changes taking into
account, among other factors, the Company and individual
performance.

        


        (b) Bonus.  The Executive
shall receive a bonus in such amounts and based upon achievement of such
corporate and individual performance and other criteria as shall be approved by
the Compensation Committee from time to time, with a target amount, if such
performance and other criteria are achieved, of __ percent (__%) of the
Base Salary (the “Target Bonus Amount”), with a maximum payout
of  percent __ (__%) of the Base Salary during the initial Term of
this Agreement, which bonus shall be paid in a manner consistent with the
Company’s bonus practices then in effect.  The Target Bonus Amount and
the maximum payout for any subsequent renewal Term of the Agreement shall be
determined by the Compensation Committee.  To be eligible to receive a
bonus, the Executive must be employed by the Company on the date the bonus is
paid.  

        


        (c) Benefit
Plans.  During the
Employment Term, the Executive shall be entitled to participate in all
retirement and employment benefit plans and programs of the Company that are
generally available to senior executives of the Company, including, but not
limited to, the Company’s Executive Choice Program.  Such
participation shall be pursuant to the terms and conditions of such plans and
programs, as the same shall be amended from time to time.  The
Executive shall be entitled to __ weeks paid vacation annually.  In
addition, during the Employment Term, the Executive shall be provided with a
Company-paid annual physical examination.

         

        (d) Business
Expenses.  During the
Employment Term, the Company shall, in accordance with policies then in effect
with respect to payments of business expenses, pay or reimburse the Executive
for all reasonable out-of-pocket travel and other expenses (other than ordinary
commuting expenses) incurred by the Executive in performing services hereunder;
provided, however, that, with respect to reimbursements, if any, not otherwise
excludible from the Executive’s gross income, to the extent required to comply
with the provisions of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), no reimbursement of expenses incurred by the Executive
during any taxable year shall be made after the last day of the following
taxable year, and the right to reimbursement of such expenses shall not be
subject to liquidation or exchange for another benefit.  All such
expenses shall be accounted for in such reasonable detail as the Company may
require.

         

        
          
            
            

          

          
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            4.   Termination
of Employment.  

             

          

        

        (a) Death.  In the event of
the death of the Executive during the Employment Term, the Executive’s
employment shall be automatically terminated as of the date of death and a lump
sum amount, equivalent to the Executive’s annual Base Salary and Target Bonus
then in effect, shall be paid, within 60 days after the date of the Executive’s
death, to the Executive’s designated beneficiary, or to the Executive’s estate
or other legal representative if no beneficiary was designated at the time of
the Executive’s death.  In the event of the death of the Executive
during the Employment Term, the shares of Restricted Stock granted to the
Executive pursuant to the Company’s 2004 Long-Term Incentive Plan (“2004 LTIP”)
or any successor plan shall vest immediately and the Stock Options or Stock
Appreciation Rights (“SARs”) granted to the Executive pursuant to the Company’s
2004 LTIP or any successor plan shall become exercisable upon the date of the
Executive’s death for all such Stock Options and SARs if not then exercisable in
full.  The foregoing benefit will be provided in addition to any
death, disability or other benefits provided under the Company’s benefit plans
and programs in which the Executive was participating at the time of his
death.  Except in
accordance with the terms of the Company’s benefit programs and other plans and
programs then in effect, after the date of the Executive’s death, the Executive
shall not be entitled to any other compensation or benefits from the Company or
hereunder.

        


        (b) Disability.  In the event of
the Executive’s Disability as hereinafter defined, the employment of the
Executive may be terminated by the Company, effective upon the Disability
Termination Date (as defined below).  In such event, the Company shall
pay the Executive an amount equivalent to thirty percent (30%) of the
Executive’s Base Salary for a one year period, which amount shall be paid in one
lump sum within forty-five days following the Executive’s “separation from
service,” as that term is defined in Section 409A of the Code and regulations
promulgated thereunder, from the Company (his “Separation From Service”),
provided that the Executive or an individual duly authorized to execute legal
documents on the Executive’s behalf executes and does not revoke within any
applicable revocation period the release described in Section
4(j)(ii)(B).  In the event of the Disability of the Executive during
the Employment Term, the shares of Restricted Stock granted to the Executive
pursuant to the Company’s 2004 LTIP or any successor plan shall vest immediately
upon the date of the Executive’s Separation from Service and the Stock Options
or SARs granted to the Executive pursuant to the Company’s 2004 LTIP or any
successor plan shall become exercisable upon the date of the Executive’s
Separation from Service for all such Stock Options and SARs if not then
exercisable in full.  The foregoing benefit will be provided in
addition to any disability or other benefits provided under the Company’s
benefit plans in which the Executive participates.  The purpose and
intent of the preceding two sentences is to ensure that the Executive receives a
combination of insurance benefits and Company payments following the Disability
Termination Date equal to 100% of his then-applicable Base Salary for such
one-year period.  The Company shall also pay to the Executive a lump
sum amount equivalent to the Executive’s Target Bonus Amount then in effect,
which amount shall be paid in one lump sum within forty-five days following the
Executive’s Separation from Service, provided that the Executive or an
individual duly authorized to execute legal documents on the Executive’s behalf
executes and does not revoke within any applicable revocation period the release
described in Section 4(j)(ii)(B).  Otherwise, after the Disability
Termination Date, except in accordance with the 

         

        
          
            
            

          

          
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        Company’s
benefit programs and other plans then in effect, the Executive shall not be
entitled to any compensation or benefits from the Company or
hereunder.

        


        “Disability,”
for purposes of this Agreement, shall mean the Executive’s incapacity due to
physical or mental illness causing the Executive’s complete and full-time
absence from the Executive’s duties, as defined in Paragraph 2, for either a
consecutive period of more than six months or at least 180 days within any
270-day period.  Any determination of the Executive’s Disability made
in good faith by the Company shall be conclusive and binding on the Executive,
unless within 10 days after written notice to the Executive of such
determination, the Executive elects by written notice to the Company to
challenge such determination, in which case the determination of Disability
shall be made by arbitration pursuant to Paragraph 11 below.  Except
as provided in this Subsection 4(b), the Company shall not be required to
provide the Executive any compensation or benefits after the determination by
the Company unless the arbitration results in a determination that the Executive
is not disabled, in which case the Company shall pay to the Executive within 10
days after such arbitration decision all compensation due through the date of
such arbitration decision.  The Company shall not be deemed to have
breached its obligations related to such compensation and benefits under this
Agreement if it makes such payment within 10 days after such arbitration
decision.  The “Disability Termination Date” shall be the date on
which the Company makes such determination of the Executive’s Disability unless
the arbitration, if any, results in a determination that the Executive is not
disabled.  The Executive shall have a
legally binding right to the disability severance benefit as of the Disability
Termination Date.

        


        (c) Termination
by the Company for Due Cause.  Nothing herein
shall prevent the Company from terminating the Executive’s employment at any
time for “Due Cause” (as hereinafter defined).  The Executive shall
continue to receive the Base Salary provided for in this Agreement only through
the period ending with the date of such termination.  Any rights and
benefits the Executive may have under employee benefit plans and programs of the
Company shall be determined in accordance with the terms of such plans and
programs.  Except as provided in the two immediately preceding
sentences, after termination of employment for Due Cause, the Executive shall
not be entitled to any compensation or benefits from the Company or
hereunder.  

        


        For purposes of this Agreement, “Due
Cause” shall mean:

        


        (i) a
material breach by the Executive of the Executive’s duties and obligations under
this Agreement or violation in any material respect of any code or standard of
conduct generally applicable to the officers of the Company, including, but not
limited to, the Company’s Code of Ethics and Business Conduct, (1) which is
willful and deliberate on the Executive’s part, (2) which is not due to the
Disability of the Executive (within the meaning of Subsection 4(b) but without
regard to the requirement that it continue for more than six months or 180 days
within a 270-day period), (3) which is committed in bad faith or without
reasonable belief that such breach is in the best interests of the Company, and
(4) which, if curable, has not been cured by the Executive within 15 business
days after the Executive’s receipt of notice to the Executive specifying the
nature of such violations;

         

        
          
            
            

          

          
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        (ii) a
material violation by the Executive of the Executive’s Loyalty Obligations as
provided in Paragraph 19;

        


        (iii)
conviction of a
crime of moral turpitude or a felony involving fraud, breach of trust, or
misappropriation; 

        


        (iv)  the
Executive’s willfully engaging in bad faith conduct that is demonstrably and
materially injurious to the Company, monetarily or otherwise; or

         

        (v) a
determination by the Company that the Executive is in material violation of the
Company’s Substance Abuse Policy.

        


        (d) Termination
by the Company Other than for Due Cause, Death or Disability.  The foregoing
notwithstanding, the Company may terminate the Executive’s employment for any or
no reason, as it may deem appropriate in its sole discretion and judgment; provided, however, that in the
event such termination is not due to Death, Disability or Due Cause, the
Executive shall (i) be entitled to a Termination Payment as hereinafter defined
and (ii) be sent written notice stating the termination is not due to Death,
Disability or Due Cause.  In the event of such termination by the
Company, the Executive shall receive certain payments and benefits as set forth
in this Subsection 4(d). 

        


        (i) Termination
Payment.  If the Company
terminates the Executive’s employment for other than Death, Disability or Due
Cause prior to the expiration of the Employment Term, the term “Termination
Payment” shall mean a cash payment equal to the sum of:


        (A) an
amount equal to the Executive’s annual Base Salary, as in effect immediately
prior to such termination (unless the termination is in connection with an
action that would have enabled the Executive to terminate his employment for
Good Reason pursuant to Section 4(e)(i)(A), in which case, it shall be the Base
Salary in effect prior to any such material diminution of the Base Salary) (the
“Termination Salary Payment”),

        


        (B) an amount equal to the Executive’s
Target Bonus Amount, as in effect immediately prior to such termination (unless
the termination is in connection with an action that would have enabled the
Executive to terminate his employment for Good Reason pursuant to Sections
4(e)(i)(A) or (E), in which case, it shall be the Target Bonus in effect prior
to any such material diminution of the Target Bonus or termination of the bonus
plan, respectively) (the “Termination Bonus Payment”), and

        


        (C) a lump sum payment equal to the
prorated value of the Executive’s annual coverage under the Company’s Executive
Choice Program (the “Termination ECP Payment”).

        


        (ii) Outplacement
Services.  The Company shall
make outplacement services available to the Executive, at a cost to the Company
not to exceed $12,000, 

         

        
          
            
            

          

          
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        for a
period of time not to exceed 12 months following the date of termination
pursuant to the Company’s executive outplacement program with the Company’s
selected vendor, to include consulting, search support and administrative
services.   

        


        (iii) Medical
Coverage.  In addition, the
Company shall provide the Executive with medical, dental and vision insurance
benefits (which may also cover, if applicable, the Executive’s spouse and
eligible dependents) for three hundred sixty-five (365) days from the date
of  the Executive’s termination of employment or until such time as
the Executive obtains other group health coverage, whichever occurs
first.  In order to trigger the Company’s obligation to provide health
care continuation benefits, the Executive must elect continuation coverage
pursuant to the Consolidation Omnibus Budget Act of 1985, as amended (“COBRA”),
upon such eligibility.  The Company’s obligation shall be satisfied
solely through the payment of the Executive’s COBRA premiums during the 365-day
period, but only to the extent that such premiums exceed the amount that would
otherwise have been payable by the Executive for coverage of the Executive and
the Executive’s eligible dependents that were covered by the Company’s medical,
dental, and vision insurance programs at the time of the Executive’s termination
of employment had the Executive continued to be employed by the Company. 

        


        (iv) Timing of
Payments.  The Termination
Salary Payment, Termination Bonus Payment and Termination ECP Payment shall be
paid in one lump sum within forty-five days following the date of the
Executive’s Separation From Service, provided that the Executive executes and
does not revoke within any applicable revocation period the release described in
Section 4(j)(ii)(B) below.  

        


        (v) Entire
Obligation.  Except as
provided in Subsection 4(i) of this Agreement, following the Executive’s
termination of employment under this Subsection 4(d), the Executive will have no
further obligation to the Company pursuant to this Agreement (other than under
Sections 6, 7, 8, 9, 10, 11, 17, 19, 20 (to the extent such policies, guidelines
and codes by their terms apply post-employment) and 21).  Except for
the Termination Payment and as otherwise provided in accordance with the terms
of the Company’s benefit programs and plans then in effect or as expressly
required under applicable law, after termination by the Company of employment
for other than Death, Disability or Due Cause, the Executive shall not be
entitled to any other compensation or benefits from the Company or
hereunder.

        


        (e) Resignation
from Employment by the Company for Good Reason.  Termination
by the Company without Due Cause under Subsection 4(d) shall be deemed to have
occurred if the Executive elects to terminate the Executive’s employment for
Good Reason.  

         

        (i) Good
Reason.  For purposes of this Agreement, “Good Reason”
shall mean:

         

        
          
            
            

          

          
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          (A) a material diminution in the
Executive’s “Total Direct Compensation,” which shall mean the value of the total
of the Executive’s Base Salary, Target Bonus opportunity, and annual equity
award taken together;


        

        (B) a material diminution in the
Executive’s authority, duties, or responsibilities;

        


        (C) a material diminution in the
authority, duties, or responsibilities of the supervisor to whom the Executive
is required to report;

        


        (D) the
termination of the Advance Auto Parts, Inc. Executive Incentive Plan without
replacement thereof with a similar plan;

         

        (E) a
material reduction in aggregate benefits available to the Executive if no
similar reduction is made for all other senior executives of the
Company;

         

        (F) the Company’s requiring the
Executive to be based more than 60 miles from the Company’s office in _______ at
which the Executive was principally employed immediately prior to the date of
the relocation;

        


        (G) delivery by the Company of a notice
discontinuing the automatic extension of the Term of the Executive’s employment
under this Agreement; or

        


        (H) any other action or inaction that
constitutes a material breach by the Company of the terms of this
Agreement.

        


        (ii)           Notice of
Good Reason Condition. In
order to be considered a resignation for Good Reason for purposes of this
Agreement, the Executive must provide the Company with written notice and
description of the existence of the Good Reason condition within ninety (90)
days of the initial discovery by the Executive of the existence of said Good
Reason condition and the Company shall have 15 business days to cure such Good
Reason condition.

         

        (iii)          Effective
Date of Resignation. The
effective date of the Executive’s resignation for Good Reason must occur no
longer than one year following the expiration of the cure period set forth in
Section 4(e)(ii), above.  If Executive has not resigned for Good
Reason effective within one year following the expiration of the cure period set
forth in Section 4(e)(ii), above the Executive shall be deemed to have waived
said Good Reason condition.

         

        


        (f)           Termination
by the Company Other Than For Due Cause, Death or Disability or Resignation from
Employment for Good Reason Within Twelve Months After a Change In
Control.  If the Company terminates the Executive’s employment
for other than Death, Disability or Due Cause prior to the expiration of the
Employment Term and within twelve (12) months after a Change In Control (as
defined below), or if the Executive elects to terminate the Executive’s
employment for Good Reason prior to the expiration of the Employment Term and
within 

         

        
          
            
            

          

          
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        twelve
(12) months after a Change In Control, then (i) the Executive shall be entitled
to a Change In Control Termination Payment as hereinafter defined and the
Executive shall receive benefits as defined in Subsections 4(d)(ii) and (iii)
above, and (ii) either the Company or the Executive, as the case may be, shall
provide Notice of Termination pursuant to Subsection 4(j).

         

        (i) Change In
Control Termination Payment.  The term “Change In Control
Termination Payment” shall mean a cash payment equal to the sum of:

         

        (A) an amount
equal to two times the Executive’s annual Base Salary, as in effect immediately
prior to such termination (unless the termination is due to Section 4(e)(i)(A),
in which case, it shall be two times the Executive’s annual Base Salary in
effect prior to any such material diminution of the Base Salary) (the “Change In
Control Termination Salary Payment”),

         

        (B) an amount
equal to two times the Executive’s Target Bonus Amount, as in effect immediately
prior to such termination (unless the termination is due to Sections 4(e)(i)(A)
or (E), in which case, it shall be two times the Executive’s Target Bonus in
effect prior to any such material diminution of the Target Bonus or termination
of the bonus plan, respectively) (the “Change In Control Termination Bonus
Payment”), and

         

        (C) a lump
sum payment equal to the prorated value of the Executive’s annual coverage under
the Company’s Executive Choice Program (the “Change In Control Termination ECP
Payment”).

         

        (ii) Timing of
Payments.  The Change In
Control Termination Salary Payment, the Change In Control Termination Bonus
Payment and the Change In Control Termination ECP Payment shall be paid in lump
sum payments within forty-five days following the date of the Executive’s
Separation From Service, provided that the Executive executes and does not
revoke within any applicable revocation period the release described in Section
4(j)(ii)(B) below.

         

        (iii)
Entire
Obligation.  Except as
provided in Subsection 4(i) of this Agreement, following the Executive’s
termination of employment under this Subsection 4(f), the Executive will have no
further obligation to the Company pursuant to this Agreement (other than under
Sections 6, 7, 8, 9, 10, 11, 17, 19, 20 (to the extent such policies, guidelines
and codes by their terms apply post-employment) and 21).  Except for
the Change In Control Termination Payment and as otherwise provided in
accordance with the terms of the Company’s benefit programs and plans then in
effect or as expressly required under applicable law, within twelve (12) months
after a Change In Control, after termination by the Company of employment for
other than Death, Disability or Due Cause or after termination by the Executive
for Good Reason, the Executive shall not be entitled to any other compensation
or benefits from the Company or hereunder.

         

        
          
            
            

          

          
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        (iv) Change In
Control.  For purposes of
this Agreement, “Change In Control” shall have the same meaning as set forth in
the 2004 LTIP, as in existence on the date hereof.

         

        (v) Gross-Up
Payment.

         

        (A) Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company, any individual or
entity whose actions result in a Change in Control, or their respective
subsidiaries or affiliates to or for the benefit of the Executive (including any
payment or benefits received in connection with a Change in Control or the
Executive's termination of employment, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement) (all such payments and
benefits, excluding the Gross-Up Payment (as defined below), being hereinafter
referred to as the "Total Payments") will be subject to any excise tax imposed
under Section 4999 of the Code  (such tax, the "Excise Tax"), the
Company shall pay to the Executive an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive, after deduction of any
Excise Tax on the Total Payments and any federal, state and local income and
employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into
account the phase out of itemized deductions and personal exemptions
attributable to the Gross-Up Payment, shall be equal to the Total
Payments.

         

        (B) For
purposes of determining whether any of the Total Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments
shall be treated as "parachute payments" (within the meaning of section
280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel")
reasonably acceptable to the Executive and selected by the accounting firm which
was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor") (which Tax Counsel may be the Company's general
counsel), such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
section 280G(b)(4)(B) of the Code) in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax,
and (iii) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code.  For purposes of determining the
amount of the Gross-Up Payment, the Executive shall be deemed to pay federal
income tax at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation in the state and locality
of the Executive's residence on the date of termination of the Executive's
employment with the 

         

        
          
            
            

          

          
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        Company
(or if there is no date of termination, then the date on which the Gross-Up
Payment is calculated for purposes of this Subsection 4(f)), net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes.

         

        (C) In the
event that the Excise Tax is determined by Tax Counsel to be less than the
amount taken into account hereunder in calculating the Gross-Up Payment, the
Executive shall repay to the Company, within five (5) business days following
the time that the amount of such reduction in the Excise Tax is so determined,
the portion of the Gross-Up Payment attributable to such reduction (plus that
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income and employment taxes imposed on the Gross-Up Payment
being repaid by the Executive), to the extent that such repayment results in a
reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's
taxable income and wages for purposes of federal, state and local income and
employment taxes, plus interest on the amount of such repayment at 120% of the
rate provided in section 1274(b)(2)(B) of the Code.  In the event that
the Excise Tax is determined by Tax Counsel to exceed the amount taken into
account hereunder in calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by the
Executive with respect to such excess) within five (5) business days following
the time that the amount of such excess is determined by Tax
Counsel.  The Executive and the Company shall each reasonably
cooperate with the other in connection with any administrative or judicial
proceedings concerning the existence or amount of liability for Excise Tax with
respect to the Total Payments.

         

        (D) The
determination by Tax Counsel shall be conclusive and binding upon all parties
unless the Internal Revenue Service, a court of competent jurisdiction, or such
other duly empowered governmental body or agency (a “Taxing Authority”)
determines that the Executive owes a greater or lesser amount of Excise Tax with
respect to the Total Payments than the amount determined by Tax
Counsel.

         

        (E) If a
Taxing Authority makes a claim against the Executive, the Company shall be
liable for and indemnify the Executive against any loss in connection with, and
all costs and expenses, including attorneys’ fees, which may be incurred as a
result of contesting the claim.  Should a Taxing Authority finally
determine that an additional Excise Tax is owed, then the Company shall, within
five (5) business days of such determination, pay an additional Gross-Up Payment
to the Executive with respect to the additional Excise Tax and any assessed
interest, fines or penalties.  Should a Taxing Authority finally
determine that the Executive owes a lesser amount of Excise Tax, then the
Executive shall repay such excess to the Company within five (5) business days
of such determination; provided, however, that such repayment shall be reduced
by the amount of any 

         

        
          
            
            

          

          
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        taxes
paid by the Executive on such excess which is not offset by the tax benefit
attributable to such repayment.

         

        (F) All
Gross-Up Payments, including any additional Gross-Up Payments under Section
4(f)(v)(C) and (E), shall be made to the Executive by the end of the calendar
year next following the year in which the Executive remits the related taxes to
the relevant Taxing Authorities.  Payment pursuant to Section
4(f)(v)(E) of amounts indemnifying the Executive against any loss in connection
with, and all costs and expenses which may be incurred as a result of
contesting, a claim made against the Executive by a Taxing Authority, shall be
made to the Executive by the end of the calendar year following the year in
which the taxes which are the subject of the claim are remitted to the relevant
Taxing Authority, or where, as a result of the claim, no taxes are remitted, by
the end of the calendar year following the year in which there is a final
nonappealable settlement or other resolution of the claim.

         

        (g) Voluntary
Termination.  In the event that
the Executive terminates the Executive’s employment at the Executive’s own
volition prior to the expiration of the Employment Term (except as provided in
Subsection 4(e) above), such termination shall constitute a “Voluntary
Termination” and in such event the Executive shall be limited to the same rights
and benefits as provided in connection with a termination for Due Cause under
Subsection 4(c) above.

        


        (h) Compliance
With Code Section 409A.  Notwithstanding
anything herein to the contrary, this Agreement is intended to be interpreted
and operated so that the payment of the benefits set forth herein either shall
either be exempt from the requirements of Section 409A of the Code or shall
comply with the requirements of such provision; provided however that in no
event shall the Company be liable to the Executive for or with respect to any
taxes, penalties or interest which may be imposed upon the Executive pursuant to
Section 409A.  To the extent that any amount payable pursuant to
Subsections 4(b), (d)(i), (d)(iii), (e) or (f) constitutes a “deferral of
compensation” subject to Section 409A (a “409A Payment”), then, if on the date
of the Executive’s Separation from Service, the Executive is a “specified
employee,” as such term is defined in Treas. Reg. Section 1.409-1(i), as
determined from time to time by the Company, then such 409A Payment shall not be
made to the Executive earlier than the earlier of (i) six (6) months after the
Executive’s Separation from Service; or (ii) the date of his
death.  The 409A Payments under this Agreement that would otherwise be
made during such period shall be aggregated and paid in one lump sum, without
interest, on the first business day following the end of the six (6) month
period or following the date of the Executive’s death, whichever is earlier, and
the balance of the 409A Payments, if any, shall be paid in accordance with the
applicable payment schedule provided in this Section 4.  The Executive
hereby acknowledges that he has been advised to seek and has sought the advice
of a tax advisor with respect to the tax consequences to the Executive of all
payments pursuant to this Agreement, including any adverse tax consequences or
penalty taxes under Code Section 409A and applicable State tax
law.  The Executive hereby agrees to bear the entire risk of any such
adverse federal and State tax consequences and penalty taxes in the event any
payment pursuant to this Agreement is deemed to be subject to Code Section 409A,
and that no representations have been made to the 

         

        
          
            
            

          

          
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        Executive
relating to the tax treatment of any payment pursuant to this Agreement under
Code Section 409A and the corresponding provisions of any applicable State
income tax laws.

         

        (i) Cooperation.  During the term
of the Executive’s employment by the Company and for a period of one (1) year
immediately following the termination of the Executive’s employment with the
Company, the Executive agrees to be reasonably available to assist the Company
and its representatives and agents with any business and/or litigation (or
potential litigation) matters affecting or involving the
Company.   The Company will reimburse the Executive for all
associated reasonable costs of travel.

        


        (j) Notice of
Termination, Resignation and Release.  Any termination
under Subsection 4(b) by the Company for Disability or Subsection 4(c) for Due
Cause or by the Executive for Good Reason under Subsection 4(e) or by the
Company or the Executive within twelve (12) months after a Change in Control
under Subsection 4(f) or by the Executive by Voluntary Termination under
Subsection 4(g) shall be communicated by Notice of Termination to the other
party thereto given in accordance with Paragraph 10.  

        


        (i) Notice of
Termination.  For purposes of
this Agreement, a “Notice of Termination” means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated and (iii) if the termination date is other than the date of receipt of
such Notice, specifies the termination date (which date shall not be prior to
the date of such notice or more than 15 days after the giving of such
Notice).

         

        (ii)
Resignation
and Release.  Notwithstanding
anything in this Agreement to the contrary, in order to be eligible to receive
any payments or benefits hereunder as a result of the termination of the
Executive’s employment, in addition to fulfilling all other conditions precedent
to such receipt, the Executive or the Executive’s legal representative
must:

         

        (A)
within 10 days after the termination date, resign as a member of the Board of
Directors of the Company, if applicable, and as an officer, director, manager
and employee of the Company and its Related Entities, and

        


        (B)
within 21 days after presentation of a release in form and substance reasonably
satisfactory to the Company and its legal counsel, execute said release, on
behalf of the Executive and the Executive’s estate, heirs and representatives,
releasing the Company, its Related Entities and each of the Company’s and such
Related Entities’ respective officers, directors, employees, members, managers,
agents, independent contractors, representatives, shareholders, successors and
assigns (all of which persons and entities shall be third party beneficiaries of
such release with full power to enforce the provisions thereof) from any and all
claims related to the Executive’s employment with the Company; termination of
the Executive’s employment; all matters alleged or which could have been alleged
in a charge or complaint against the Company; any and all injuries, losses or
damages to Employee, including any claims for attorney’s fees; any and all
claims 

         

        
          
            
            

          

          
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        relating
to the conduct of any employee, servant, officer, director or agent of the
Company; and any and all matters, transactions or things occurring prior to the
date of said release, including any and all possible claims, known or unknown,
which could have been asserted against the Company or the Company’s employees,
agents, servants, officers or directors.  Notwithstanding the
foregoing, the form of release shall except out therefrom, and acknowledge the
Executive’s continuing rights with respect to, the following:  (i) all
vested rights that the Executive may have under all welfare, retirement and
other plans and programs of the Company in which the Executive was participating
at the time of his employment termination, including all equity plans and
programs of the Company with respect to which equity awards were made to the
Executive, (ii) all continuing rights that the Executive may have under this
Agreement, and (iii) all rights that the Executive may have following the
termination of his employment under the Company’s Certificate of Incorporation
and Bylaws, any applicable Company insurance and any indemnity agreements to
which the Executive is a party which provide for indemnification, insurance or
other, similar coverage for the Executive with respect to his actions or
inactions as an officer, employee and/or member of the
Board.  Executive may, within five business days of receipt from the
Company of the form of release, provide comments to the Company regarding
material provisions of the form of release, which the Company in good faith will
consider.  For clarification, unless and until the Executive executes
the release, the Company shall have no obligation to make any Termination
Payment to the Executive, and, even if the Executive does not execute the
release, the Executive shall be bound by the post-termination provisions of this
Agreement, including without limitation Section 19.

         

         

        (k) Earned
and Accrued Payments.  The foregoing
notwithstanding, upon the termination of the Executive’s employment at any time,
for any reason, the Executive shall be paid all amounts that had already been
earned and accrued as of the time of termination, including but not limited to
(i) pay for unused vacation accrued in accordance with the Company’s vacation
policy; (ii) any bonus that had been earned but not yet paid; and (iii)
reimbursement for any business expenses accrued in accordance with Subsection
3(d).

         

        (l) Employment
at Will. The
Executive hereby agrees that the Company may terminate the Executive’s
employment under this Paragraph 4 without regard to:  (i) any general
or specific policies (written or oral) of the Company relating to the employment
or termination of employment of its employees; (ii) any statements made to the
Executive, whether oral or in any document, pertaining to the Executive’s
relationship with the Company; or (iii) without a determination of Due Cause by
the Company.

        


        5. Accelerated
Vesting of Equity Awards Upon Change In Control.  In the event
of a Change in Control as defined hereinabove, the restrictions and deferral
limitations applicable to any Restricted Stock or any Other Stock Unit Awards
granted to the Executive shall lapse and such Restricted Stock or Other Stock
Unit Awards shall become fully vested and transferable to the full extent of the
original grant as of the date such Change In Control is determined to have
occurred; and any Stock Options or SARs granted to the Executive that are


         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        outstanding
as of the date of such Change In Control shall become fully exercisable and
vested to the extent of the original grant as of the date such Change In Control
is determined to have occurred.  

         

        6. Successors
and Assigns.

         

        (a)  Assignment
by the Company.  This Agreement
shall be binding upon and inure to the benefit of the Company or any corporation
or other entity to which the Company may transfer all or substantially all of
its assets and business and to which the Company may assign this Agreement, in
which case the term “Company,” as used herein, shall mean such corporation or
other entity, provided that no such assignment shall relieve the Company from
any obligations hereunder, whether arising prior to or after such
assignment.

         

        (b) Assignment
by the Executive.  The Executive may
not assign this Agreement or any part hereof without the prior written consent
of the Company; provided, however, that nothing
herein shall preclude the Executive from designating one or more beneficiaries
to receive any amount that may be payable following occurrence of the
Executive’s legal incompetency or Death and shall not preclude the legal
representative of the Executive’s estate from assigning any right hereunder to
the person or persons entitled thereto under the Executive’s will or, in the
case of intestacy, to the person or persons entitled thereto under the laws of
intestacy applicable to the Executive’s estate.  The term
“beneficiaries,” as used in this Agreement, shall mean a beneficiary or
beneficiaries so designated to receive any such amount or, if no beneficiary has
been so designated, the legal representative of the Executive (in the event of
the Executive’s incompetency) or the Executive’s estate.

         

        7. Governing
Law.  This Agreement
shall be governed by the laws of the Commonwealth of Virginia.

         

        8. Entire
Agreement.  This Agreement,
which shall include the Exhibits hereto,  contains all of the
understandings and representations between the parties hereto pertaining to the
matters referred to herein, and supersedes all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto, including any previous employment, severance and/or non-competition
agreements.  This Agreement may only be modified by an instrument in
writing. 

         

        9. Waiver of
Breach.  The waiver by any
party of a breach of any condition or provision of this Agreement to be
performed by such other party shall not operate or be construed to be a waiver
of a similar or dissimilar provision or condition at the same or any prior or
subsequent time.

         

        10. Notices.  Any notice to be
given hereunder shall be in writing and delivered personally, or sent by
certified mail, postage prepaid, return receipt requested, addressed to the
party concerned at the address indicated below or to such other address as such
party may subsequently give notice of hereunder in writing:

         

        If to the
Company:

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        Advance
Auto Parts, Inc.

        5008
Airport Road 

        Roanoke,
VA  24012

        Attn:  General
Counsel

        


        With a copy
to:

        Advance
Auto Parts, Inc.

        5008
Airport Road

        Roanoke,
VA  24012

        Attn:  Chief
Executive Officer

        


        


        If to the
Executive:

         

        ________________________

         

        ________________________

         

        ________________________

         

         

        11. Arbitration.  Any controversy
or claim arising out of or relating to this Agreement, or any breach thereof,
excepting only the enforcement of any Loyalty Obligations arising under
Paragraph 19 of this Agreement, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in effect in the
Commonwealth of Virginia and judgment upon such award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof.  The board of arbitrators shall consist of one arbitrator to
be appointed by the Company, one by the Executive, and one by the two
arbitrators so chosen.  The arbitration shall be held at such place as
may be agreed upon at the time by the parties to the arbitration.  The
cost of arbitration shall be borne as determined by the
arbitrators.

         

        12. Withholding.  Anything to the
contrary notwithstanding, all payments required to be made by the Company
hereunder to the Executive or the Executive’s estate or beneficiaries shall be
subject to the withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation.  In lieu of withholding such amounts, in whole or in part,
the Company may, in its sole discretion, accept other provisions for payment of
taxes and withholdings as required by law, provided it is satisfied that all
requirements of law affecting its responsibilities to withhold have been
satisfied.

         

        13. Severability.  In the event that
any provision or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, the remaining provisions or portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.

         

        14. Titles.  Titles to the
paragraphs and subsections in this Agreement are intended solely for convenience
and no provision of this Agreement is to be construed by reference to the title
of any paragraph or subsection.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        15. Legal
Fees.  The Company
agrees to pay the reasonable fees and expenses of the Executive’s legal counsel
in connection with the negotiation and execution of this Agreement, not to
exceed $3,500.

         

        16. Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

         

        17. Amendment.  Except
as provided in Paragraph 13 above, this Agreement may not be modified or amended
except by written instrument signed by all parties hereto.

         

        18. Counsel.  This Agreement
has been prepared by the Company with the assistance of Bingham McCutchen LLP,
as counsel to the Company (“Counsel”), after full disclosure of its
representation of the Company and with the consent and direction of the Company
and the Executive.  The Executive has reviewed the contents of this
Agreement and fully understands its terms.  The Executive acknowledges
that the Executive is fully aware of the Executive’s right to the advice of
counsel independent from that of the Company, that Counsel has advised him of
such right and disclosed to him the risks in not seeking such independent
advice, and that the Executive fully understands the potentially adverse
interests of the parties with respect to this Agreement.  The
Executive further acknowledges that neither the Company nor its Counsel has made
representations or given any advice with respect to the tax or other
consequences of this Agreement or any transactions contemplated by this
Agreement to him, that the Executive has been advised of the importance of
seeking independent counsel with respect to such consequences, and that the
Executive had obtained independent counsel with respect to such
consequences.  By executing this Agreement, the Executive represents
that the Executive has, after being advised of the potential conflicts between
him and the Company with respect to the future consequences of this Agreement,
either consulted independent legal counsel or elected, notwithstanding the
advisability of seeking such independent legal counsel, not to consult with such
independent legal counsel.

        


        19. Loyalty
Obligations.  The Executive agrees that the following
obligations (“Loyalty Obligations”) shall apply in consideration of the
Executive’s employment by or continued employment with the
Company:  

        


        (a) Confidential
Information.

        


        (i) Company
Information.  The Executive agrees at all times during the term
of the Executive’s employment and thereafter, to hold any Confidential
Information of the Company or its Related Entities in strictest confidence, and
not to use (except for the benefit of the Company to fulfill the Executive’s
employment obligations) or to disclose to any person, firm or corporation other
than the Company or those designated by it said Confidential Information without
the prior authorization of the Company, except as may otherwise be required by
law or legal process.  The Executive agrees that “Confidential
Information” means any proprietary information prepared or maintained in any
format, including technical data, trade secrets or know-how in which the Company
or Related Entities have an interest, including, but not limited to, business
records, contracts, research, product or service plans, products, 

         

        
          
            
            

          

          
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        services,
customer lists and customers (including, but not limited to, vendors to the
Company or Related Entities on whom the Executive called, with whom the
Executive dealt or with whom the Executive became acquainted during the term of
the Executive’s employment), pricing data, costs, markets, expansion plans,
summaries, marketing and other business strategies, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration or marketing, financial or other business information
obtained by the Executive or disclosed to the Executive by the Company or
Related Entities or any other person or entity during the term of the
Executive’s employment with the Company either directly or indirectly
electronically, in writing, orally, by drawings, by observation of services,
systems or other aspects of the business of the Company or Related Entities or
otherwise.  Confidential Information
does not include information that: (A) was available to the public prior to the
time of disclosure, whether through press releases, SEC filings or
otherwise; or (B)
otherwise becomes available to the
public through no act or omission of the Executive.

        


        (ii) Third
Party Information.  The Executive recognizes that the Company
and Related Entities have received and in the future will receive from third
parties their confidential or proprietary information subject to a duty on the
part of the Company or Related Entities to maintain the confidentiality of such
information and to use it only for certain limited purposes.  The
Executive agrees at all times during the Executive’s employment and thereafter
to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out the Executive’s work for the Company
consistent with the obligations of the Company or Related Entities with such
third party.

        


        (b) Conflicting
Employment.  The Executive agrees that, during the term of the
Executive’s employment with the Company, the Executive will not engage in any
other employment, occupation, consulting or other business activity directly
related to the business in which the Company or Related Entities are now
involved or become involved during the term of the Executive’s
employment.  Nor will the Executive engage in any other activities
that conflict with the business of the Company or Related
Entities.  Furthermore the Executive agrees to devote such time as may
be necessary to fulfill the Executive’s obligations to the Company.

        


        (c) Returning
Company Property.  The Executive agrees that any and all
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items developed by
the Executive or others pursuant to or during the Executive’s employment with
the Company or otherwise shall be the property of the Company or its Related
Entities and their respective successors or assigns.  At the time of
leaving the employ of the Company, the Executive will deliver all material
Company property to the Company or to the Company’s designee and will not keep
in the Executive’s possession, recreate or deliver said property to anyone
else.  In the event of the termination of the Executive’s employment
and upon request by the Company, the Executive agrees to sign and deliver the
“Termination Certification” attached hereto as Exhibit A.  

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        (d) Notification
of New Employer.  In the event that the Executive leaves the
employ of the Company, the Executive hereby grants consent to notification by
the Company to the Executive’s new employer (whether the Executive is employed
as an employee, consultant, independent contractor, director, partner, officer,
advisor, executive or manager) about the Executive’s obligations under this
Agreement.

        


        (e) Non-Interference.  The
Executive covenants and agrees that while the Executive is employed by the
Company and for a period of one (1) year immediately following the termination
of the Executive’s employment with the Company for any reason, the Executive
shall not, without the prior written approval of the Company, directly or
indirectly, either on behalf of the Executive or any other person or entity,
Interfere with the Company or any of its Related Entities.

        


        (i) For purposes of this Agreement,
“Interfere” shall mean, except in the performance of the Executive’s duties and
responsibilities on behalf of and for the benefit of the Company, (A) to
solicit, entice, persuade, induce, influence or attempt to influence, directly
or indirectly, customers or prospective customers, suppliers or prospective
suppliers, employees, agents or independent contractors of the Company or any of
its Related Entities to restrict, reduce, sever or otherwise alter their
relationship with the Company or any of its Related Entities, or (B) whether as
a direct solicitor or provider of such services, or in a direct management or
direct supervisory capacity over others who solicit or provide such services, to
solicit or provide services that fall within the definition of Restricted
Activities as defined in Subsection 19(f)(ii) below to any customer of the
Company or its Related Entities.

        


        (ii) After termination of the
Executive’s employment, this provision shall only apply to those employees,
independent contractors, customers or suppliers of the Company or Related
Entities who were such at any time within 12 months prior to the date of such
termination.

        


        (f) Covenants
Not to Compete  

        


        (i) Non-Competition.  The
Executive covenants and agrees that during the period from the date hereof
until, one (1) year immediately following the termination, for any reason, of
the Executive’s employment with the Company (the “Non-Compete
Period”),  the Executive will not, directly or indirectly:


        


        (A) own or hold, directly or
beneficially, as a shareholder (other than as a shareholder with less than 5% of
the outstanding common stock of a publicly traded corporation), option holder,
warrant holder, partner, member or other equity or security owner or holder of
any company or business that derives more than 15% of its revenue from the
Restricted Activities (as defined below) within the Restricted Area (as defined
below), or any company or business controlling, controlled by or under common
control with any company or business 

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        directly
engaged in such Restricted Activities within the Restricted Area (any of the
foregoing, a “Restricted Company”) or

         

        (B)  engage or
participate as an employee, director, officer, manager, executive, partner,
independent contractor, consultant or technical or business advisor (or any
foreign equivalents of the foregoing) with any Restricted Company in the
Restricted Activities within the Restricted Area.

         

        (ii) Restricted
Activities/Restricted Area.   For
purposes of this Agreement, the term “Restricted Activities” means the retail,
wholesale or commercial sale of aftermarket auto parts and
accessories.  The term “Restricted Area” means the United States of
America, including its territories and possessions.

        


        (iii) Association
with Restricted Company.  In the event that
the Executive intends to associate (whether as an employee, consultant,
independent contractor, officer, manager, advisor, partner, executive or
director) with any Restricted Company during the Non-Compete Period, the
Executive must provide information in writing to the Company relating to the
activities proposed to be engaged in by the Executive for such Restricted
Company.  All such current associations are set forth on Exhibit B to this
Agreement.  In the event that the Company consents in writing to the
Executive’s engagement in such activity, the engaging in such activity by the
Executive shall be conclusively deemed not to be a violation of this Subsection
19(f).  Such consent is not intended and shall not be deemed to be a
waiver or nullification of the covenant of non-competition of the Executive or
other similarly bound executives.   

        


        (iv) Permitted
Employment with Multi-Division Company.  Nothing in this
Subsection 19(f) shall preclude the Executive from accepting employment with a
multi-division company so long as (A) the Executive’s employment is not within a
division of the new employer that engages in and derives more than 15% of its
revenues from the Restricted Activities within the Restricted Area, (B) during
the course of such employment, the Executive does not communicate related to
Restricted Activities with any division of the Executive’s new employer that is
engaged in and derives more than 15% of its revenues from the Restricted
Activities within the Restricted Area and (C) the Executive does not engage in
the Restricted Activities within the Restricted Area.

        


        (g) Non-Disparagement.  The
Executive agrees that while the Executive is employed by the Company and for a
period of one (1) year following the termination of the Executive’s employment
with the Company for any reason, the Executive will not take any action or make
any statement which disparages the Company or its practices or which disrupts or
impairs its normal operations, such that it causes a material adverse impact to
the Company.

        


        (h) Effect of
Non-Payment of Benefits; Clawback.  The Executive’s
post-termination of employment obligations under this Paragraph 19 shall cease
upon the Company’s failure to make any payments or benefits hereunder as a
result of the termination 

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        of the
Executive’s employment when due if within 15 days after written notice of such
failure, the Company does not make the required payment.  In the event
that the Executive materially violates Subsection 19(e), 19(f), or 19(g), and
does not cure such violation (if it can be cured) within five (5) days after
written notice of such failure, the Executive agrees that calculation of the
harm to the Company from such violation would be uncertain and not capable of
being readily ascertained, and that as a reasonable estimation of the harm to
the Company from such violation the Executive shall repay to the Company a
portion of the Termination Payment paid to the Executive pursuant to Section
4(d)(i) equal to a fraction, the numerator of which is the number of days left
in the applicable period under Subsection 19(e), 19(f), or 19(g), and the
denominator of which is the total number of days in the applicable period under
such Section.  In the event that the Executive materially violates
Subsection 19(a) or 19(c), and does not cure such violation (if it can be cured)
within five (5) days after written notice of such failure, the Executive agrees
that calculation of the harm to the Company from such violation would be
uncertain and not capable of being readily ascertained, and that as a reasonable
estimation of the harm to the Company from such violation the Executive shall
repay to the Company a portion of the Termination Payment paid to the Executive
pursuant to Section 4(d)(i) equal to a fraction, the numerator of which is the
number of days left in the one (1) year period immediately following the
termination and the denominator of which is 365.  The Executive
further agrees that such repayment obligation shall constitute liquidated
damages and that the Company shall have no other right to damages under this
Agreement or at law with respect to breaches of Subsection 19(a), 19(c), 19(e),
19(f), or 19(g), but the Company shall have the right to seek equitable relief
pursuant to Subsection 19(i) hereunder.

        


        (i) Specific
Enforcement; Remedies Cumulative; Attorney Fees.  The Executive
acknowledges that the Company and Related Entities, as the case may be, may be
irreparably injured if the provisions of Subsections 19(a), 19(b), 19(c), 19(e),
19(f) and 19(g) hereof are not specifically enforced and the Executive agrees
that the terms of such provisions (including without limitation the periods set
forth in Subsections 19(e), 19(f) and 19(g)) are reasonable and
appropriate.  If the Executive commits, or the Company has evidence
based on which it reasonably believes the Executive threatens to commit, a
material breach of any of the provisions of Subsections 19(a), 19(b), 19(c),
19(e), 19(f) or 19(g) hereof, the Company and/or Related Entities,
as the case may be, shall have the right and remedy, in addition to and not in
limitation of any other remedy that may be available at law or in equity, to
have the provisions of Subsections 19(a), 19(b), 19(c), 19(e), 19(f) or 19(g)
hereof specifically enforced by any court having jurisdiction through immediate
injunctive and other equitable relief, it being acknowledged and agreed
that any such breach or threatened breach will cause irreparable injury to the
Company and/or Related Entities and that money damages will not provide an
adequate remedy therefore.  Such injunction shall be available without
the posting of any bond or other security, and the Executive hereby consents to
the issuance of such injunction.  

        


        (j) Re-Set of
Period for Non-Competition and Non-Interference. In the event that a legal or
equitable action is commenced with respect to any of the provisions of
Subsections 19(e), 19(f) or 19(g) hereof and the Executive has not complied, in
all material respects, with the provisions in such subsections with respect to
which such action has been commenced, then the one-year period, as described in
such subsections not so complied with 

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        by the
Executive, shall be extended from its original expiration date, day-for-day, for
each day that the Executive is found to have not complied, in all material
respects, with such subsections.

        


        (k) Jurisdiction
and Venue. WITH RESPECT TO THE
ENFORCEMENT OF ANY AND ALL LOYALTY OBLIGATIONS ARISING UNDER PARAGRAPH 19, THE
SUBSECTIONS 19(k) AND 19(l) OF THIS AGREEMENT SHALL APPLY.  THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE FOLLOWING COURTS IN MATTERS RELATED TO THIS PARAGRAPH 19 AND
AGREE NOT TO COMMENCE ANY SUIT, ACTION OR PROCEEDING RELATING THERETO EXCEPT IN
ANY OF SUCH COURTS: THE STATE COURTS OF THE COMMONWEALTH OF VIRGINIA, THE COURTS
OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY OF ROANOKE, VIRGINIA, OR THE
STATE COURTS OR THE COURTS OF THE UNITED STATES OF AMERICA LOCATED IN ANY
MUNICIPALITY WHEREIN AN OFFICE OF THE COMPANY IS LOCATED, IN WHICH OFFICE THE
EXECUTIVE WAS PHYSICALLY PRESENT WHILE RENDERING SERVICES FOR THE COMPANY AT ANY
TIME DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE COMMENCEMENT OF SUCH SUIT,
ACTION OR PROCEEDING OR IMMEDIATELY  PRECEDING THE TERMINATION OF
EXECUTIVE’S EMPLOYMENT, IF TERMINATED.

        


        (l) Waiver of
Jury Trial. EXECUTIVE AGREES TO
WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, ANY LOYALTY OBLIGATIONS.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY EXECUTIVE, AND EXECUTIVE ACKNOWLEDGES
THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL
BY JURY (WHICH THE COMPANY HEREBY MAKES), THE COMPANY HAS NOT MADE ANY
REPRESENTATIONS OF FACTS TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
MODIFY OR NULLIFY ITS EFFECT.  EXECUTIVE FURTHER ACKNOWLEDGES THAT
EXECUTIVE HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN
THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL COUNSEL, SELECTED OF EXECUTIVE’S OWN FREE WILL, AND THAT EXECUTIVE HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.  EXECUTIVE
FURTHER ACKNOWLEDGES THAT EXECUTIVE HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER AND AS EVIDENCE OF THIS FACT SIGNS THIS AGREEMENT
BELOW.

        


        20. Adherence
to Company Policies.  The Executive
agrees to adhere diligently to all established Company policies and procedures,
including but not limited to the Company’s Guidelines on Significant Governance
Issues, Code of Ethics and Business Conduct and, if applicable, the Code of
Ethics for Financial Professionals.  The Executive agrees that if the
Executive does not adhere to any of the provisions of such Guidelines and Codes,
the Executive will be in breach of the provisions
hereof.  

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        


        21. Representations.  The
Executive agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement.  The Executive
represents that Executive’s performance of all the terms of this Agreement will
not breach any agreement to keep in confidence proprietary information acquired
by the Executive in confidence or in trust prior to the Executive’s employment
by the Company.  The Executive has not entered into, and the Executive
agrees the Executive will not enter into, any oral or written agreement in
conflict herewith and the Executive’s employment by the Company and the
Executive’s services to the Company will not violate the terms of any oral or
written agreement to which the Executive is a party.  

        


        22. Binding
Effect of Execution.  The Company and the Executive agree that
this Agreement shall not bind or be enforceable by or against either party until
this Agreement has been duly executed by both the Executive and the Company.


        


        


        [SIGNATURE
PAGE FOLLOWS]

        


        
          
            
            

          

          
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        IN WITNESS WHEREOF, the Company and the
Executive have executed this Agreement as of the date first written
above.

        


        
        

         

        
          	Advance Auto Parts, Inc. 	 	 
	 	 	 	 	 	 	 
	By: 	 	(SEAL)	 
	 	 	 	 	 	 	 
	Print
      Name: 	 	 	 
	 	 	 	 	 	 	 
	Title: 	 	 	 
	 	 	 	 	 	 	 
	Address: 	
                  5008
      Airport Road

                   
      Roanoke, VA 24012

                	 	 


        

         

         

        
          
            	Executive 	 	 
	 	 	 	 	 	 	 
	Print
      Name: 	 	 	 
	 	 	 	 	 	 	 
	Signature: 	 	 	 
	 	 	 	 	 	 	 
	Address: 	
                     

                  	 	 


          

           

          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

           

        

        EXHIBIT
A

        


        TERMINATION
CERTIFICATION

        


        


        This is
to certify that I do not have in my possession, nor have I failed to return, any
material devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to the Company.

        


        I further
certify that I have, to the best of my knowledge, complied in all material
respects with all the terms of my Employment Agreement with the
Company.

         

        
        

         

        
          	 	Date: 	 
	 	 	 
	 	 	 
	 	 
	 	Executive's
      Signature 
	 	 	 
	 	 	 
	 	 
	 	Executive's Name
      (Print) 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
B

        


        


        LIST OF ASSOCIATIONS WITH
RESTRICTED COMPANIES

        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        ____
None

        ____
Additional Sheets Attached

        


        


        Signature
of the Executive:_________________________________

        Print
Name of the Executive:________________________________

         

        Date:
___________________