Form of Base option Agreement



 Exhibit 10.22 
 STOCK OPTION AGREEMENT 
 THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of
May 25, 2005 (the “Effective Date”), between American Tire Distributors Holdings, Inc., a Delaware corporation (the “Company”), and «NAME» (the “Optionee”). 
 RECITALS 
 A. The Company has adopted
the 2005 Management Stock Incentive Plan (the “Plan”), a copy of which has been provided to the Optionee. 
 B. The Company desires
to grant the Optionee the opportunity to acquire a proprietary interest in the Company to encourage the Optionee’s contribution to the success and progress of the Company. 
 C. In accordance with the Plan, the Committee (as defined in the Plan) has granted to the Optionee a non-qualified option to purchase shares of Series A
Common Stock, $0.01 par value per share, of the Company (the “Series A Stock”) subject to the terms and conditions of the Plan and this Agreement. 
 AGREEMENTS 
 1. Definitions. Capitalized terms used herein shall have the following meanings:

 “Act” is defined in Section 11(a). 
 “Agreement” means this Stock Option Agreement. 
 “Approved Sale” means a transaction or
a series of related transactions which results in any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) acquiring more than fifty percent (50%) of the economic
beneficial interest in the equity securities or business of the Company (disregarding for this purpose any disparate voting rights attributable to the outstanding stock of the Company), whether pursuant to the sale of the stock, the sale of the
assets, or a merger or consolidation (other than, in any case, a sale or transfer of stock by an Initial Stockholder or affiliate thereof to (i) another Initial Stockholder or affiliate thereof, or (ii) a non-U.S. entity with respect to
which Investcorp S.A. or affiliate thereof has an administrative relationship with respect to shares of the Company). 
 “ATDH”
means ATD Holdings Limited. 
 “Cause” has the meaning ascribed to such term in the Employment Agreement. 
 “Certificate of Incorporation” means the certificate of incorporation of the Company, as amended or restated from time to time. 
 “Closing Date” means March 31, 2005. 
 “Code” means the Internal Revenue Code of 1986, as amended. 







 “Committee” has the meaning ascribed to such term in the Plan. 
 “Company” is defined in the preamble. 
 “Cost” is defined as the Exercise Price. 
 “Disability” has the meaning ascribed to such term in the Employment
Agreement. 
 “EBITDA” is defined in Section 3(a). 
 “Effective Date” is defined in the preamble. 
 “Employment Agreement” means that certain Employment Agreement, dated as of «EMP_AGMT_DATE», by and between American Tire Distributors, Inc. and Optionee. 
 “Exercise Price” is defined in Section 2. 
 “Fair Market Value” means the value of an Option Share calculated pursuant to Section 9(b) as of the applicable date of determination. 
 “Fiscal Year” means the fiscal year of the Company. 
 “Good Reason” has the meaning ascribed to such term in the Employment Agreement. 
 “Initial
Public Offering” means the sale of any of the common stock of the Company pursuant to a registration statement that has been declared effective under the Act, if as a result of such sale (i) the issuer becomes a reporting company under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York Stock Exchange or the American Stock Exchange, or is quoted on the NASDAQ National Market System or is traded or
quoted on any other national stock exchange or national securities system. 
 “Initial Stockholder” means, collectively, ATDH and
any other Cayman Islands domiciled entity with whom an affiliate of ATDH has an administrative relationship with respect to shares of the Company who became a shareholder of the Company as of the Closing Date and any transferees of ATDH or such
shareholders who have such an administrative relationship prior to an Approved Sale or Initial Public Offering. 
 “Option” is
defined in Section 2. 
 “Optionee” is defined in the preamble. 
 “Option Shares” is defined in Section 2. 
 “Participant Committee” has the meaning ascribed to such term in the Plan. 
 “Permitted
Transferee” is defined in Section 5. 
  

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 “Person” means and includes an individual, a partnership, a corporation, a limited liability
company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority. 
 “Plan” is defined in recital A. 
 “Repurchase Period” and “Repurchase Right” are defined in
Section 9(a). 
 “Series A Stock” is defined in recital C. 
 “Subsidiary” means any joint venture, corporation, partnership, limited liability company or other entity as to which the Company, whether
directly or indirectly, has more than fifty percent (50%) of the voting power or rights to capital or profits. 
 “Termination
Date” means the date on which the Optionee ceases to be employed by the Company or any Subsidiary for any reason. 
 2. Grant of
Option. The Company grants to the Optionee the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of «M    OF  SHARES»
shares of Series A Stock (the “Option Shares”), at the purchase price of «PRICE» per Option Share (as such amount may be adjusted, the “Exercise Price”), on the terms and conditions set forth herein. The Option is not
intended to be, and shall not be, an incentive stock option under Section 422 of the Code. 
 3. Exercisability. 
 (a) The Option shall become exercisable to the extent of one-fifth (1/5) of the number of Option Shares as of the end of each Fiscal Year set forth
on Exhibit 1 of this Agreement if the Company’s Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined on Exhibit 1, equals or exceeds the Target annual EBITDA amount set forth in column
(A) of Exhibit 1 with respect to such Fiscal Year. If, as of the end of any Fiscal Year set forth on Exhibit 1, the Company’s cumulative annual EBITDA amount as of and the end of such Fiscal Year equals or exceeds the Cumulative
Target EBITDA amount set forth in column (B) of Exhibit 1 with respect to such Fiscal Year, the Option shall become exercisable to the extent that it did not become exercisable, but would have become exercisable had the Company achieved
its Target annual EBITDA amounts for that and each of such preceding Fiscal Years. 
 (b) Notwithstanding Section 3(a): (i) upon
the occurrence of an Initial Public Offering, in which case the schedule set forth in Section 3(a) shall not apply to the extent that the Option is not yet exercisable, the Optionee shall have the right (A) to exercise one-third
(1/3) of the unexercisable portion of the Option on the first anniversary of the Initial Public Offering; (B) to exercise an additional one third (1/3) of such unexercisable portion on the second anniversary of the Initial Public
Offering; (C) to exercise the balance of such unexercisable portion on the third anniversary of the Initial Public Offering; and (D) to exercise all of the unexercisable portion of the Option in the event the offering price of the Initial
Public Offering would represent at least a twenty-five percent (25%) annual internal rate of return on the investment made by the Initial Stockholder in the Company (measured from the Closing Date through the date of the Initial Public
Offering), provided, in each case, that the Optionee remains continuously employed by the Company through the relevant 

  

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anniversary or Initial Public Offering, as applicable; (ii) upon the occurrence of an Approved Sale prior to an Initial Public Offering, in which case
neither the schedule set forth in Section 3(a) nor the schedule set forth in clause (i) shall apply with respect to the portion of the Option not yet exercisable, the Optionee shall have the right to exercise (A) up to fifty percent
(50%) of such unexercisable portion if the Initial Stockholder has realized as of such Approved Sale at least a fifteen percent (15%) annual internal rate of return on the investment made by the Initial Stockholder in the Company (measured
from the Closing Date through the date of closing of the Approved Sale and taking into account the Approved Sale), (B) up to seventy-five percent (75%) of such unexercisable portion if the Initial Stockholder has realized as of such
Approved Sale at least a twenty percent (20%) annual internal rate of return on the investment made by the Initial Stockholder in the Company (measured from the Closing Date through the date of closing of the Approved Sale and taking into
account the Approved Sale), and (C) up to one-hundred percent (100%) of such unexercisable portion if the Initial Stockholder has realized as of such Approved Sale at least a twenty-five percent (25%) annual internal rate of return on
the investment made by the Initial Stockholder in the Company (measured from the Closing Date through the date of closing of the Approved Sale and taking into account the Approved Sale); provided, in each case, that the Optionee remains continuously
employed by the Company through the closing of the Approved Sale; and (iii) upon the seventh (7th) anniversary of the Effective Date, provided the Optionee remains continuously employed by the Company through such anniversary, any
unexercisable portion of Option that has not previously expired pursuant to this Agreement shall immediately become fully exercisable. To the extent any portion of this Option becoming exercisable would have the effect of causing any such threshold
annual internal rate of return to not be attained, as much as possible of the applicable percentage of this Option shall instead become exercisable that would permit such threshold to be attained. 
 4. Expiration. 
 (a) The exercisable
portion of the Option shall expire on the earlier of (i) the thirtieth (30th) calendar day after the seventh (7th) anniversary of the Effective Date, (ii) the thirtieth (30th) calendar day after the Termination Date if the
Optionee resigns from the Company without Good Reason, (iii) the Termination Date if the Optionee is terminated for Cause by the Company, (iv) one (1) year after the Termination Date if the Optionee’s employment is terminated by
reason of death or Disability and (v) the ninetieth (90th) calendar day after the Termination Date if the Optionee resigns for Good Reason or is terminated by the Company without Cause. 
 (b) The unexercisable portion of the Option shall expire on the earlier to occur of (i) the Termination Date (subject to Section 3(b)(iii)),
provided that, in the case where the Optionee resigns for Good Reason or the employment of the Optionee is terminated by the Company without Cause or due to death or Disability prior to an Initial Public Offering or an Approved Sale,
the unexercisable portion of the Option scheduled to become exercisable based on the Company’s EBITDA performance for the Fiscal Year in which the Termination Date occurs shall not terminate until the thirtieth (30th) calendar day
following the date on which the Optionee received notice of the EBITDA performance for such Fiscal Year, and a pro rata portion (equal to the ratio that the number of calendar days that have elapsed in such Fiscal Year prior to the Termination Date
bears to 365) of the applicable portion of the Option so scheduled to become exercisable shall become exercisable as if the Optionee’s employment had not been terminated (subject to and based on meeting applicable EBITDA performance levels),
and (ii) an Approved Sale (except as set forth in Section 3(b)(ii)). 
  

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 5. Nontransferability. The Option shall not be transferable by the Optionee except that the
Optionee may transfer the Option to (a) his or her spouse, child, estate, personal representative, heir or successor, (b) a trust for the benefit of the Optionee or his or her spouse, child or heir, or (c) a partnership or limited
liability company the partners or members of which consist solely of the Optionee and/or his or her spouse, child, heir, and/or successor (each, a “Permitted Transferee”) and the Option is exercisable, during the Optionee’s lifetime,
only by him or her or a Permitted Transferee, or, in the event of the Optionee’s death or Disability, his or her executor, guardian or legal representative; provided, however, that no transfer shall be permitted if such transfer
is made in connection with an Internal Revenue Service “listed transaction”. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as aforesaid), pledged or
hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any attachment or similar process upon the Option that would otherwise effect a change in the ownership of the Option, shall terminate the Option; provided, however, that, in the case of the involuntary levy of
any attachment or similar involuntary process upon the Option, the Optionee shall have thirty (30) calendar days after notice thereof to cure such levy or process before the Option terminates. This Agreement shall be binding on and enforceable
against any person who is a Permitted Transferee of the Option. 
 6. Adjustments; Effect of Approved Sale. 
 (a) If the shares of Series A Stock are changed into or exchanged for a different number or kind of shares or securities as the result of any one or more
reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, stock distributions or similar events, an appropriate adjustment shall be made in the number and kind of shares subject to the Option, and in the Exercise Price
for each share subject to the Option. No fractional interests shall be issued on account of any such adjustment unless the Committee specifically determines to the contrary, and the Committee may provide for such customary cash-in-lieu of fractional
interests provisions as it deems appropriate. 
 (b) In the event of an Approved Sale, the exercisable but unexercised portion of the Option
will be subject to one of the following, as applicable: (i) in the event of an Approved Sale in which the holders of shares of Series A Stock are receiving predominantly cash proceeds, if the definitive agreement governing such Approved Sale so
provides, effective as of the consummation of such Approved Sale, the exercisable but unexercised portion of the Option shall be automatically cancelled and the Optionee shall be entitled to receive in cash the per share consideration payable to
such holders in such Approved Sale less the Exercise Price attributable to such unexercised portion of the Option and any applicable tax withholding obligations; (ii) in the event of an Approved Sale structured as a stock-for-stock merger,
exchange or similar transaction, if the definitive agreement governing such Approved Sale so provides, effective as of the consummation of such Approved Sale, the exercisable but unexercised portion of the Option shall automatically be converted
into an option to purchase the type of securities into which the shares of Series A Stock are being converted in such Approved Sale, with appropriate 

  

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adjustments to the per share Exercise Price and number of shares covered thereby based on the exchange ratio in such transaction as determined by the
Committee in its discretion (subject to customary provisions for cash-in-lieu of fractional shares as and if determined appropriate by the Committee); or (iii) if neither clause (i) nor clause (ii) of this Section 6(b) is
applicable, the exercisable but unexercised portion of the Option shall automatically terminate as of the consummation of such Approved Sale provided that the Company has given written notice to the Optionee at least fifteen (15) calendar days
prior to the consummation of such Approved Sale and afforded the Optionee the opportunity to exercise such exercisable but unexercised portion (conditioned on the actual consummation of such Approved Sale) through the close of business on the day
immediately preceding the scheduled date of such consummation (with the Optionee having the right to then exercise such portion as would otherwise become exercisable as of such consummation pursuant to the terms of Section 3(b)). Unless
otherwise determined by the Committee, in the event of an Approved Sale, the unexercisable portion of the Option shall automatically terminate upon the consummation of such Approved Sale. 
 7. Exercise of the Option. Prior to the expiration or termination thereof, the Optionee may exercise the exercisable portion of the Option from
time to time in whole or in part. Upon electing to exercise the Option, the Optionee shall deliver to the Secretary of the Company a written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to
purchase and shall at the time of delivery of such notice tender cash or a cashier’s or certified bank check to the order of the Company for the full Exercise Price of such Option Shares and any amount required pursuant to Section 17
hereof; provided that the Optionee may satisfy any amount required pursuant to Section 17 hereof by having the Company withhold an equivalent amount of exercisable Option Shares upon exercise. The Committee may, in its discretion,
permit payment of the Exercise Price in such other form or in such other manner as may be permissible under the Plan and under any applicable law. 
 8. Restrictions on Transfers of Shares Issuable Upon Exercise. Subject to Section 9 hereof, prior to the earlier of (A) one hundred eighty (180) days following an Initial Public Offering or (B) an Approved Sale,
the Option Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that the Optionee may transfer the Option Shares (i) to a Permitted Transferee, as
defined in Section 5, or (ii) as provided for in Sections 4 and 5 of the Certificate of Incorporation. This Agreement shall be binding on and enforceable against any person who is a Permitted Transferee of the Option Shares except a person
who acquires the Option Shares pursuant to Section 4 or 5 of the Certificate of Incorporation or as part of the Initial Public Offering. The stock certificates issued to evidence Option Shares upon exercise of the Option hereunder shall bear a
legend referring to this Agreement and the restrictions contained herein. 
 9. Repurchase of Option Shares. 
 (a) In the event that Optionee ceases to be employed by the Company for any reason prior to an Initial Public Offering or Approved Sale, the Company,
during the sixty (60) calendar days following the Termination Date (the “Repurchase Period”), shall, subject to Section 9(d), have the right to purchase all or any portion of the Option Shares (the “Repurchase Right”).
The purchase price for each Option Share purchased under this Section 9(a) shall equal Fair Market Value; provided, however, that (i) if Optionee resigns 

  

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without Good Reason prior to the first anniversary of the Effective Date or is terminated for Cause prior to the first anniversary of the Effective Date the
purchase price for each Option Share shall equal Cost and (ii) if Optionee resigns without Good Reason after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date or is terminated for Cause at any
time after the first anniversary of the Effective Date, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Option Shares, it shall notify Optionee, and any Permitted Transferee
thereof that then holds Option Shares, at or before the end of the Repurchase Period of such election and the purchase price shall for the Option Shares to be purchased shall be paid in cash to the Optionee, and/or his or her Permitted Transferee or
Permitted Transferees, as the case may be, at a time set by the Company within thirty (30) calendar days after the end of the Repurchase Period, provided that Optionee, and any Permitted Transferee thereof that then holds Option Shares, has
presented to the Company a stock certificate or certificates evidencing the Option Shares to be purchased (or an affidavit of loss with respect thereto) duly endorsed for transfer. If Optionee fails to deliver such stock certificate or certificates
(or an affidavit of loss with respect thereto) duly endorsed for transfer, the Option Shares represented thereby shall be deemed to have been purchased upon (i) the payment by the Company of the purchase price for the purchased Option Shares to
Optionee or his or her Permitted Transferee or Permitted Transferees or (ii) notice to Optionee or such Permitted Transferee or Permitted Transferees that the Company is holding the purchase price for the purchased Option Shares for the account
of Optionee, and/or his Permitted Transferee or Permitted Transferees, as the case may be, and upon such payment or notice, Optionee, and/or his or her Permitted Transferee or Permitted Transferees, as the case may be, will have no further rights in
or to such Option Shares. The Company may assign its rights under this Section 9(a) to ATDH or an affiliate of the Company. If Option Shares have been transferred by Optionee to a Permitted Transferee, any Option Shares purchased under this
Section 9(a) shall be purchased from Optionee and any such Permitted Transferee on a pro rata basis. If, after Optionee’s termination, the Option Shares are not purchased pursuant to this Section 9(a), the restrictions on transfer
thereof contained in this Agreement shall terminate and be of no further force and effect. 
 (b) The Fair Market Value of Option Shares to
be purchased hereunder by the Company, ATDH or an affiliate of the Company, as the case may be, shall be determined in good faith by the Company’s Board of Directors as of the Termination Date, unless and to the extent Section 9(d)
applies, in which case the determination will be as of the date of exercise of the Repurchase Right. The Fair Market Value shall be based on an assumed sale of 100% of the outstanding capital stock of the Company (without reduction for minority
interest, lack of voting rights or lack of liquidity of the Option Shares) and derived from reasonable and customary valuation methodology. If such determination of the Fair Market Value is challenged by the Optionee, a mutually acceptable
investment banker or appraiser shall establish the Fair Market Value as of the date of valuation referenced by the Board of Directors. The investment banker’s or appraiser’s determination shall be conclusive and binding on the Company and
the Optionee. Upon request by the Optionee, the Company shall make available to the Optionee a description of the methodology employed by the investment banker or appraiser in making the determination of Fair Market Value, which description shall
include, to the extent relevant, a listing of companies used in comparing market and transaction valuations, the range of multiples applied, and the terminal valuation, discount factor and multiples used in any discounted cash flow analysis. The
Company shall bear all costs incurred in connection with the services of such investment banker or appraiser 

  

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unless (i) the Fair Market Value established by such investment banker or appraiser is less than or equal to 120% but more than 110% of the
determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company fifty percent (50%) for such costs, or (ii) the Fair Market Value established by such investment banker or appraiser is equal
to or less than 110% of the determination challenged by the Optionee, in which case the Optionee shall promptly pay or reimburse the Company for one hundred percent (100%) of such costs. If the Optionee and the Company cannot agree upon an
investment banker or appraiser, they shall each choose an investment banker or appraiser and the two shall choose a third investment banker or appraiser who shall establish the Fair Market Value. 
 (c) The Optionee shall not be considered to have ceased to be employed by the Company for purposes of this Agreement if the Optionee continues to be
employed by the Company or an affiliate thereof. 
 (d) In the event that (i) on the Termination Date, Optionee owns Option Shares that
have not been owned by the Optionee for a period of at least six (6) months, and/or (ii) following the Termination Date, the Optionee exercises any then outstanding vested Option pursuant to this Agreement, with respect to all such Option
Shares, the Repurchase Period will not commence on the Termination Date but rather will commence on the first date on which all such Option Shares have been owned by Optionee for six (6) months and a day. 
 10. Lock-Up Arrangements. If requested in writing by the underwriters for an underwritten public offering of common stock of the Company, each
Optionee who is a party to this Agreement shall agree not to sell or transfer any Option Shares (other than Option Shares being registered in such offering) without the consent of such underwriters for a period of at least (a) one hundred
eighty (180) calendar days following the effective date of the registration statement relating to the Initial Public Offering, and (b) ninety (90) calendar days following the effective date of the registration statement relating to
any other underwritten public offering. 
 11. Compliance with Legal Requirements. 
 (a) No Option Shares shall be issued or transferred pursuant to this Agreement unless and until all legal requirements applicable to such issuance or
transfer have, in the opinion of counsel to the Company, been satisfied. Such requirements may include, but are not limited to, registering or qualifying such Option Shares under any state or federal law, satisfying any applicable law relating to
the transfer of unregistered securities or demonstrating the availability of an exemption from applicable laws, placing a legend on the Option Shares to the effect that they were issued in reliance upon an exemption from registration under the
Securities Act of 1933, as amended (the “Act”), and may not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated under the Act, if available, or upon another exemption from the Act, or obtaining the consent
or approval of any governmental regulatory body. 
 (b) The Optionee understands that the Company intends for the offering and sale of Option
Shares to be effected in reliance upon Rule 701 or another available exemption from registration under the Act, and that the Company is under no obligation to register for resale the Option Shares issued upon exercise of the Option. In
connection with 

  

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any issuance or transfer of Option Shares, the person acquiring the Option Shares shall, if requested by the Company, provide information and assurances
satisfactory to counsel to the Company with respect to such matters as the Company reasonably may deem desirable to assure compliance with all applicable legal requirements. 
 12. Subject to Certificate of Incorporation. The Optionee acknowledges that the Option Shares are subject to the terms of the Certificate of
Incorporation. 
 13. No Interest in Shares Subject to Option. Neither the Optionee nor any beneficiary or other person claiming under
or through the Optionee shall have any right, title, interest or privilege in or to any shares of stock allocated or reserved pursuant to the Plan or subject to this Agreement except as to such Option Shares, if any, as shall have been issued to
such person upon a valid exercise of an Option or any part thereof. 
 14. Plan Controls. The Option hereby granted is subject to, and
the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan as the same may be amended from time to time in accordance with the terms thereof; provided that, no such amendment shall be effective as to
the Option without the Optionee’s consent insofar as it adversely affects the Optionee’s material rights under this Agreement, which consent will not be unreasonably withheld by the Optionee; and provided further that,
the Participant Committee shall not have the authority to approve any amendment to this Agreement or waive any provision hereof without the Optionee’s consent. 
 15. Not an Employment Contract. Nothing in the Plan, this Agreement or any other instrument executed pursuant hereto or thereto shall confer upon the Optionee any right to continue in the employ of the Company
or any Subsidiary or shall affect the right of the Company or any Subsidiary to terminate the employment of the Optionee with or without Cause. 
 16. Governing Law. All terms of and rights under this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law. 
 17. Taxes. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the
withholding of all federal, state, local and other taxes required to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any other amount then or
thereafter payable to the Optionee, requiring the Optionee to pay to the Company the amount required to be withheld or to execute such documents as the Committee deems necessary or desirable to enable it to satisfy the Company’s withholding
obligations, or by any other means provided in the Plan. 
 18. No Further Payments. For the avoidance of doubt and notwithstanding
any other provision of this Agreement or any other plan, agreement or arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement (including
without limitation Section 3(b)(i) or 3(b)(ii)) or any other plan, agreement or arrangement with the Company or any of its affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive
receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the excise tax imposed by 

  

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Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company
nor any of its affiliates shall be obligated to pay any amount to Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax. 
 19. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have
been duly given if delivered in person or by facsimile or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, to the other party at the following addresses (or at
such other address as shall be given in writing by either party to the other): 
 If to the Company to: 
 American Tire Distributors Holdings, Inc. 
 12200 Herbert Wayne Court, Suite 150 
 Huntersville, NC 28078 
 Facsimile: (704) 947-1919 
 Attention: J. Michael Gaither 
 With a copy to: 
 Gibson, Dunn & Crutcher LLP 
 200 Park Avenue, 47th Floor 
 New York, New York 10166-0193 
 Facsimile: (212) 351-4035 
 Attention: E. Michael Greaney, Esq. 
 If to the Optionee to the address set forth below the Optionee’s
signature below. 
 20. Amendments and Waivers. This Agreement may be amended, and any provision hereof may be waived, only by a
writing signed by the party to be charged. 
 21. Entire Agreement. This Agreement, together with the Plan, sets forth the entire
agreement and understanding between the parties as to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral discussions, agreements and understandings of any kind or nature. 
 22. Separability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 
 23. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

  

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 24. Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which
shall be deemed an original, but which together shall constitute one and the same instrument. 
 25. Further Assurances. Optionee
shall cooperate and take such action as may be reasonably requested by the Company in order to carry out the provisions and purposes of this Agreement. 
 26. Remedies. In the event of a breach by any party to this Agreement of its obligations under this Agreement, any party injured by such breach, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the
remedy at law, including monetary damages, for breach of any such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. 

27. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute,
claim or controversy concerning validity, enforceability, breach or termination hereof or any dispute, claim or controversy concerning bad faith or breach in the computation of EBITDA, shall be finally settled by arbitration in accordance with the
then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an
arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which
the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which
to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration
shall be New York, New York. By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration
shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such
arbitration and one-half of the arbitrator’s fees and expenses. 
 28. Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective permitted successors and assigns. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. 
  

			
	AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.
		
	By:	 	  

	Name:	 	Richard P. Johnson
	Title:	 	Chairman and CEO
	
	OPTIONEE:
	
	  

	Name:	 	«NAME»
		
	Address:	 	
	«Address»	 	


 Accepted and agreed to for purposes of Section 9 only: 
  

			
	ATD HOLDINGS LIMITED
		
	By:	 	  

	Name:	 	The Director Ltd.
	Title:	 	Director








 EXHIBIT 1 
 EARNINGS BEFORE INTEREST, TAXES, 
 DEPRECIATION AND AMORTIZATION 
 (IN MILLIONS OF DOLLARS) 
  

							
	 Fiscal Year
	  	(A)
Target	  	(B)
Cumulative
Target
	 2005
	  	$	81.1	  	$	81.1
	 2006
	  	$	90.3	  	$	171.4
	 2007
	  	$	98.4	  	$	269.8
	 2008
	  	$	106.6	  	$	376.4
	 2009
	  	$	113.7	  	$	490.1

 Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) is defined as
Consolidated Net Income (loss) of the Company and its Subsidiaries as it would appear on a statement of income (loss) of the Company prepared in accordance with U.S. GAAP, consistently applied, which shall (i) exclude or be otherwise adjusted
for acquisitions and additional equity contributions to the extent such acquisitions and/or equity contributions are determined by the Board of Directors in good faith to materially affect target EBITDA for any particular Fiscal Year,
(ii) reflect a reduction for all management and employee bonuses payable with respect to the Fiscal Year and (iii) be adjusted for any material Board of Directors approved amendment to the capital expenditure plan; plus (minus), to the
extent such amounts are otherwise taken into account in determining EBITDA (prior to adjustment), the following: 
  

	 	1.	Any provision (benefit) for taxes (including franchise taxes) deducted (added) in calculating such consolidated net income (loss); plus 

  

	 	2.	Any interest expense (net of interest income), deducted in calculating such consolidated net income (loss); plus 

  

	 	3.	Amortization expenses deducted in calculating consolidated net income (loss); plus 

  

	 	4.	Depreciation expense deducted in calculating consolidated net income (loss); plus 

  

	 	5.	Management fees paid to Investcorp; plus (minus) 

  

	 	6.	Any unusual losses (gains) deducted (added) in calculating consolidated net income (loss). (Unusual items are intended to include transactions considered outside the ordinary course
of business. EBITDA will be adjusted to eliminate the effects, if any, of such transactions, the intent being to calculate EBITDA as if such transactions had not occurred); plus (minus) 

  

	 	7.	Any compensation expense (income) deducted (added) in calculating consolidated net income (loss) attributable to transactions involving equity securities of the Company or its
Subsidiaries. 

 EBITDA shall be computed and determined by the Board of Directors in good faith. The Participant and his or
her representative shall be provided reasonable opportunity to review the computation of EBITDA and reasonable access to the data and information supporting such computation, but the Board of Directors’ determination shall be conclusive and
binding. 
  

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