ex10-32.htm


    Exhibit
      10.32

     

     

    EMPLOYMENT
      AGREEMENT

     

     AGREEMENT
      (the “Agreement”), dated as of January 7, 2008, between Advance Auto Parts, Inc.
      (“Advance” or the “Company”), a Delaware corporation, and Darren R. Jackson (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 President
      and
      Chief Executive Officer (“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 Board of Directors of the
      Company (the “Board”) currently intends for the Executive to continue to serve
      his current term as a member of the Board and currently expects that the
      Executive shall be nominated, and recommended by the Board, for election by
      the
      shareholders to the Board during each year of the Employment Term.

     

     The
      term of Executive’s employment by the Company pursuant to this Agreement shall
      commence on January 7, 2008 (“Commencement Date”) and shall end on the day prior
      to the third anniversary of the Commencement Date, unless sooner terminated
      under the provisions of Paragraph 4 below (“Employment Term”); provided,
      however, that commencing on the third 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 90 days following such notice.

     

    2.     Duties.

     

     (a) Duties
      and Responsibilities; Location.  The Executive
      shall have such duties and responsibilities of Executive’s Position and such
      other duties and responsibilities reasonably consistent with the Executive’s
      Position as a majority of the Board 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.  Subject to the provisions of Subsection 2(b)
      below, the Executive shall devote 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.  Subject to the
      oversight powers and responsibilities of the Board, the Executive shall manage
      the Company on a daily basis.

     

     The
      Executive shall not be required to change his place of residence in Minnesota
      in
      order to perform the duties and responsibilities of the Executive’s
      Position.  The Executive’s work location shall initially be the Store
      Support Center in Roanoke, VA.  Executive shall have use of the
      Company plane to travel to and from Roanoke, VA, and to travel to and from
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    charitable
      board meetings as necessary, subject to the Advance Auto Parts, Inc. and
      Subsidiaries Policy For Personal Use of Corporate Airplane.  For
      clarification, the Executive’s travel from and to his home to and from the Store
      Support Center shall constitute business travel on behalf of the Company which
      is necessary to the performance of the Executive’s duties and responsibilities
      hereunder, and shall not be deemed by the Company to be “Personal Use”
travel.  The Company shall expend such reasonable resources and
      otherwise take such actions as are reasonably necessary and appropriate to
      cause
      to open, by approximately June 30, 2008 or as soon as practicable thereafter,
      a
      corporate executive center in the greater Minneapolis/St. Paul
      area.  After said corporate executive center is open, Executive’s
      principal office location shall be the corporate executive center.

     

      (b) Other
      Activities.  During the
      Term
      of this Agreement, it shall not be a violation of this Agreement for the
      Executive to, and Executive shall be entitled to (i) serve on corporate, civic,
      charitable, including without limitation the boards of Marquette University
      and
      Cristo Rey Network and the board of the Cristo Rey Jesuit High School located
      in
      Minneapolis, Minnesota, 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 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 $800,000
      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 1.5 times the Base Salary (the
      “Target Bonus Amount”) which bonus shall be paid in a manner consistent with the
      Company’s bonus practices then in effect.

     

     (c) Equity
      Awards.  Effective on
      the
      Commencement Date, pursuant to and in accordance with the terms of the Advance
      2004 Long-Term Incentive Plan ("2004 LTIP"), and as previously approved by
      the
      Compensation Committee, the Executive shall receive equity awards as set forth
      in clauses (i) and (ii) below, subject to the standard terms set forth in the
      forms of Restricted Stock Award or Stock Appreciation Rights Award, as the
      case
      may be, previously filed by the Company with the Securities and Exchange
      Commission (“SEC”), except for the
      last
      paragraph of Section 3 of the form of Restricted Stock Award and the last
      paragraph of Section 1 of the Stock Appreciation Rights Award, which shall
      be
      stricken from the Awards delivered to the Executive with respect to the
      following grants only; provided, however, that the 

     

    
      
        
        

      

      
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    language
      referred to in the first clause of this sentence shall specifically apply only
      to the awards set forth in clauses (i) and (ii) below and not necessarily to
      any
      future award that may be made to the Executive.  For clarification,
      the awards set forth in clauses (i) and (ii) below are being granted to the
      Executive as replacement grants for awards foregone by the Executive at his
      prior employer, while the award set forth in clause (iii) is an original
      inducement grant, having an initial value of approximately $3 million, to the
      Executive for future service.  With the approval of the Compensation
      Committee, however, the Executive has voluntarily waived receipt of the grant
      in
      clause (iii) in order to create a pool of Restricted Stock Units to be used
      at
      the Executive’s discretion to reward Company employees, such as store managers
      and corporate managers, who would not otherwise participate in equity awards,
      for extraordinary service to customers and the Company:

     

    (i) 110,000
      shares of Restricted Stock.  Initially, none of the shares of
      Restricted Stock shall be considered vested shares and all shares of Restricted
      Stock shall be considered unvested shares.  On the third anniversary
      of the Commencement Date, provided that the Executive's employment has not
      been
      terminated for Due Cause or as a Voluntary Termination (as each such term is
      hereinafter defined), 100% of the Restricted Stock shall be considered vested
      shares and none of the shares of Restricted Stock shall be considered
      unvested.

     

    (ii) Stock
      Appreciation Rights with respect to 225,000 shares of common stock of the
      Company, the exercise price for which shall be 100% of the “Fair Market Value”
(as defined in the 2004 LTIP) of the common stock at the date of grant, of
      which
      25% shall be exercisable, subject to a one-year holding period pursuant to
      the
      2004 LTIP, from and after the Commencement Date.  On each anniversary
      of the Commencement Date for three years, provided that the Executive's
      employment has not been terminated for Due Cause or as a Voluntary Termination
      (as each such term is hereinafter defined), 25% of the Stock Appreciation Rights
      shall become exercisable, such that all of the Stock Appreciation Rights shall
      be exercisable as of the third anniversary of the Commencement Date if the
      Executive has not been terminated for Due Cause or as has not engaged in a
      Voluntary Termination prior to such date.

     

    (iii) Restricted
      Stock Units with a value on the Commencement Date of three million dollars
      ($3,000,000) shall be placed in a pool to be used, pursuant to the authorization
      and delegation of the Board and the Compensation Committee made prior to the
      date hereof pursuant to and in accordance with the terms of the 2004 LTIP,
      at
      the Executive’s discretion in accordance with the terms of the 2004 LTIP, to
      reward Company employees, such as store managers and corporate managers, who
      would not otherwise participate in equity awards, for extraordinary service
      to
      customers and the Company.

     

    (d) 2007
      Bonus Replacement.  The Company
      Shall
      pay to the Executive the bonus amount Executive would have earned for 2007
      under
      his most recent former employer’s (“Former Employer”) bonus plan for 2007, in
      the maximum amount of $975,000 and the minimum amount of $650,000, which amount
      shall be paid within a reasonable time after the Former Employer pays bonuses
      in
      2008 but in any event within the first six months of calendar 

     

    
      
        
        

      

      
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    year
      2008.  Executive agrees to cooperate with the Compensation Committee
      to ascertain the amount of such bonus replacement.

     

     (e) 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.  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.  Executive
      shall be entitled to four weeks paid vacation annually.  In addition,
      Executive shall be provided with a Company-paid annual physical examination
      at
      the Mayo Clinic in Rochester, MN.

     

     (f) 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.

     

    4.     Termination
      of Employment.

     

     (a) Death.  In
      the event of
      the death of the Executive during the Employment Term, 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 Executive’s
      death.  In the event of the death of the Executive during the
      Employment Term, the shares of Restricted Stock granted pursuant to Section
      3(c)(i) of this Agreement shall vest immediately and the Stock Appreciation
      Rights granted pursuant to Section 3(c)(ii) of this Agreement shall become
      exercisable upon the date of the Executive’s death for all of the 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 (including the
      2004
      LTIP or any successor plan thereto, as it relates to the equity grants
      referenced in Section 3(c) hereof), after the date of Executive’s death,
      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 

     

    
      
        
        

      

      
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    “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 Executive’s Disability during the
      Employment Term, the shares of Restricted Stock granted pursuant to Section
      3(c)(i) of this Agreement shall vest immediately and the Stock Appreciation
      Rights granted pursuant to Section 3(c)(ii) of this Agreement shall become
      exercisable upon the date of the Executive’s Disability for all of the 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.  Otherwise, after the Disability Termination Date,
      except in accordance with the Company’s benefit programs and other plans then in
      effect, 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 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 10 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 salary continuation 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, Executive shall not
      be
      entitled to any compensation or benefits from the Company or
      hereunder.

     

    
      
        
        

      

      
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    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  (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;

     

    (ii) a
      material violation by the Executive of the Executive’s Loyalty Obligations as
      provided in Paragraph 18;

     

    (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 a majority of the Board that 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, 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 

     

    
      
        
        

      

      
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    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 Executive, at a cost to the Company
      not
      to exceed $12,000, 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 Executive, Executive’s spouse and covered dependents with
      medical, dental and vision insurance benefits for three hundred sixty-five
      (365)
      days from the date of  Executive’s termination of employment or until
      such time as Executive obtains other group health coverage, whichever occurs
      first.  In order to trigger the Company’s obligation to provide health
      care continuation benefits, Executive must elect continuation coverage required
      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 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 Executive for coverage of Executive and the
      Executive’s dependents that were covered by the Company’s medical, dental, and
      vision insurance programs at the time of 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 5, 6, 7, 8, 9, 10, 16, 18, 19 (to the extent such policies, guidelines
      and codes by their terms apply post-employment) and 20).  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, Executive shall not be entitled
      to any other compensation or benefits from the Company or
      hereunder.

     

    
      
        
        

      

      
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    (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 Executive’s employment for Good
      Reason.

     

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

     

    (A) a
      material diminution in the Executive’s Base Salary or Target Bonus
      opportunity;

     

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

     

    (C) the
      failure of the Nominating Committee of the Board to re-nominate Executive to
      the
      Board;

     

    (D) a
      majority of the Board’s or a majority shareholder’s requiring that, or as a
      result of a corporate reorganization, Executive no longer reports directly
      to
      the Board;

     

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

     

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

     

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

     

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

     

    (I) 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 

     

    
      
        
        

      

      
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    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 Executive’s employment
      for Good Reason prior to the expiration of the Employment Term and within 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 Executive
      shall receive benefits as defined in Subsections 4(d)(ii) and (iii) below,
      and
      (ii) either the Company or the Executive, as the case may be, shall provide
      Notice of Termination pursuant to Subsection 4(i).

     

    (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 the 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 the 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 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 5, 6, 7, 8, 9, 10, 16, 18, 19 (to the extent such 

     

    
      
        
        

      

      
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    policies,
      guidelines and codes by their terms apply post-employment) and
      20).  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, Executive shall not be entitled
      to
      any other compensation or benefits from the Company or hereunder.

     

    (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 Internal Revenue Code of 1986, as amended (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 

     

    
      
        
        

      

      
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    (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 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 (but,
      in
      all events, no later than the end of the Executive’s taxable year following the
      taxable year in which the Executive remits the related taxes).  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 al parties
      unless the Internal Revenue Service, a court of competent jurisdiction, or
      such
      other duly empowered governmental body or agency (a “Tax 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 

     

    
      
        
        

      

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

     

    (g) Voluntary
      Termination.  In the event
      that
      the Executive terminates Executive’s employment at Executive’s own volition
      prior to the expiration of the 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) 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,” as such term is defined in Treas.
      Reg. Section 1.409A-1(h)(1), from the Company (his “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.  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 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.

     

    
      
        
        

      

      
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    (i) Cooperation.  During
      the term
      of Executive’s employment by the Company and for a period ofone (1) year
      immediately following the termination of Executive’s employment with the
      Company, 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 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 9.

     

    (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 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 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 Executive’s employment with the Company; termination of
      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 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 

     

    
      
        
        

      

      
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    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 18.

     

    (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. Executive hereby
      agrees
      that the Company may terminate 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 Executive, whether oral or in any
      document, pertaining to Executive’s relationship with the Company; or (iii)
      without a determination of Due Cause by the Company.

     

    5.     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.

     

    
      
        
        

      

      
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    (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 Executive’s
      legal incompetency or Death and shall not preclude the legal representative
      of
      Executive’s estate from assigning any right hereunder to the person or persons
      entitled thereto under Executive’s will or, in the case of intestacy, to the
      person or persons entitled thereto under the laws of intestacy applicable to
      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 Executive’s incompetency) or
      the Executive’s estate.

     

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

     

    7.     Entire
      Agreement.  This Agreement
      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.

     

    8.     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.

     

    9.     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:

     

    Advance
      Stores Company, Incorporated

    5008
      Airport Road

    Roanoke,
      VA  24012

    Attn:  General
      Counsel

     

    With
      a copy
      to:

     

    Advance
      Stores Company, Incorporated

    5008
      Airport Road

    Roanoke,
      VA  24012

    Attn:  Chief
      Financial Officer

     

    If
      to the
      Executive:

     

    
      
        
        

      

      
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    Mr.
      Darren Jackson

    290
      Woodlawn Avenue

    St.
      Paul,
      MN  55105

     

    With
      a copy
      to:

     

    Dorsey
      & Whitney LLP

    Suite
      1500

    50
      South
      Sixth Street

    Minneapolis,
      MN  55403

    Attn:  Robert
      A. Rosenbaum

     

    10.     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 18 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.

     

    11.     Withholding.  Anything
      to the
      contrary notwithstanding, all payments required to be made by the Company
      hereunder to the Executive or 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.

     

    12.     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.

     

    13.     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.

     

    14.     Legal
      Fees.  The Company
      agrees to pay the reasonable fees and expenses of Executive’s legal counsel in
      connection with the negotiation and execution of this Agreement.

     

    15.     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.

     

    16.     Amendment.  Except
      as provided in Paragraph 12 above, this Agreement may not be modified or amended
      except by written instrument signed by all parties hereto.

     

    
      
        
        

      

      
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    17.     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 Executive has, after being advised of the potential conflicts between
      him
      and the Company with respect to the future consequences of this Agreement,
      consulted independent legal counsel at Dorsey & Whitney LLP.

     

    18.     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, 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 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 

     

    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    (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 18(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.  Executive
      covenants and agrees that during the period from the date hereof until, two
      (2)
      years immediately following the termination, for any reason, of Executive’s
      employment with the Company (the “Non-Compete Period”),  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 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) 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 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    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 18(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 18(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 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
      Executive’s new employer engaged in 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.  Executive’s
      post-termination of employment obligations under this Paragraph 18 shall cease
      upon the Company’s failure to make any payments or benefits hereunder as a
      result of the termination 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 18(e), 18(f), or 18(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
      18(e), 18(f), or 18(g), and the denominator of which is the total number of
      days
      in the applicable period under such Section.  In the event that
      Executive materially violates Subsection 18(a) or 18(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 two (2) year period
      immediately following the termination and the denominator of which is
      730.  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 18(a), 18(c), 18(e), 18(f), or 18(g), 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    but
      the
      Company shall have the right to seek equitable relief pursuant to Subsection
      18(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 18(a), 18(b), 18(c), 18(e),
      18(f) and 18(g) hereof are not specifically enforced and Executive agrees that
      the terms of such provisions (including without limitation the periods set
      forth
      in Subsections 18(e), 18(f) and 18(g)) are reasonable and
      appropriate.  If 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 18(a), 18(b), 18(c), 18(e),
      18(f)
      or 18(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 18(a), 18(b), 18(c),
      18(e), 18(f) or 18(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 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 18(e), 18(f) or 18(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 or two-year period,
      as
      described in such subsections not so complied with 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 18,
      THE
      SUBSECTIONS 18(k) AND 18(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 18
      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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (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.

     

    19.     Adherence
      to Company Policies.  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.  Executive agrees that if
      Executive does not adhere to any of the provisions of such Guidelines and Codes,
      Executive will be in breach of the provisions hereof.

     

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

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

    
    

    
      	Advance
              Auto Parts,
              Inc. 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	By:	/s/
              John C.
              Brouillard	(SEAL)	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Print
              Name:	John
              C.
              Brouillard	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Title:	Chairman	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Address:	P.O.
              Box 412 W.
              Hyannisport, MA 02672 	 	 	 
	 	 	 	 	 	 	 	 	 	 


    

     

     

    
    

    
      	 	Executive 	 	 
	 	 	 	 	 
	 	Print
              Name: 	 	Darren
              Jackson 
	 	 	 	 	 
	 	Signature:	 	/s/
              Darren R.
              Jackson 
	 	 	 	 	 
	 	Address:	290
              Woodlawn
              Avenue 
	 	 	St.
              Paul, MN
              55105 


    

     

     

    
      
        
        

      

      
        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 Employee:_________________________________

    Print
      Name of Employee:________________________________

     

     

    Date:_______________________