EX-10.29 AMENDMENT / 2006 LONG TERM INCENTIVE PLAN



 





EXHIBIT
10.29




AMENDMENT TO THE

GENUINE PARTS COMPANY

2006 LONG-TERM INCENTIVE PLAN




     This Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”), is
hereby adopted this 20th day of November, 2006, by the Compensation, Nominating and Governance
Committee (the “Committee”) of the Board of Directors of Genuine Parts Company (the “Company”).



     WHEREAS, the Company adopted the Plan for the purposes set forth therein; and



     WHEREAS, pursuant to Article 16 of the Plan, the Committee has the right to amend the Plan
with respect to certain matters; and



     WHEREAS, the Committee has approved and authorized this Amendment to the Plan;



     NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof, in the following
particulars:



     1. By deleting Article 15 in its entirety and replacing it with the following:



“ARTICLE 15

CHANGES IN CAPITAL STRUCTURE





     15.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction
between the Company and its stockholders that causes the per-share value of the
Stock to change (including, without limitation, any stock dividend, stock split,
spin-off, rights offering, or large nonrecurring cash dividend), the authorization
limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the
Committee shall make such adjustments to the Plan and Awards as it deems necessary,
in its sole discretion, to prevent dilution or enlargement of rights immediately
resulting from such transaction. Action by the Committee may include: (i)
adjustment of the number and kind of shares that may be delivered under the Plan;
(ii) adjustment of the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the exercise price of outstanding Awards or the measure to be
used to determine the amount of the benefit payable on an Award; and (iv) any other
adjustments that the Committee determines to be equitable. Without limiting the
foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a
declaration of a dividend payable in Shares, or a combination or consolidation of
the outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the
Shares then subject to each Award shall automatically, without the necessity for
any additional action by the Committee, be adjusted proportionately without any
change in the aggregate purchase price therefore.



 









 






     15.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without
limitation, any merger, reorganization, recapitalization, combination or exchange
of shares, or any transaction described in Section 15.1), the Committee may, in its
sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and exercisable and will expire
after a designated period of time to the extent not then exercised, (iii) that
Awards will be assumed by another party to a transaction or otherwise be equitably
converted or substituted in connection with such transaction, (iv) that outstanding
Awards may be settled by payment in cash or cash equivalents equal to the excess of
the Fair Market Value of the underlying Stock, as of a specified date associated
with the transaction, over the exercise price of the Award, (v) that performance
targets and performance periods for Performance Awards will be modified, consistent
with Code Section 162(m) where applicable, or (vi) any combination of the
foregoing. The Committee’s determination need not be uniform and may be different
for different Participants whether or not such Participants are similarly situated.




     15.3 GENERAL. Any discretionary adjustments made pursuant to this Article 15
shall be subject to the provisions of Section 16.2. To the extent that any
adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease
to qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.”



     All other provisions of the Plan shall remain the same.



     IN WITNESS WHEREOF, Genuine parts Company, by a duly authorized officer, has executed this
Amendment to the Plan, this 20th day of November 2006.



	 	 	 	 	 
	 	GENUINE PARTS COMPANY

 	 
	 	By:  	/s/ Carol B. Yancey