ex10-37.htm


    Exhibit 10.37

     

    


    LOYALTY
AGREEMENT

     

    The
undersigned parties wish to enter into this LOYALTY AGREEMENT (the “Agreement”) between
[Advance Stores Company, Incorporated (OR OTHER ENTITY AS APPROPRIATE)],
(including its subsidiaries, parent and affiliated or related entities, if any
(jointly and severally, “Related Entities”)), a Virginia corporation with its
principal place of business in Roanoke, Virginia (“Advance”) and _______________
(“Employee”), effective the ____day of __________, 2008.

     

    In
consideration of the mutual promises and obligations in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, Advance and Employee agree as
follows:

     

    1.           Position;
Term of Employment.  Advance agrees Employee is employed
as its Senior Vice President ________ (“Employee’s Position”).

     

    The term
of this Agreement shall commence on, 2008 (“Commencement Date”) and shall end on
the day prior to the first anniversary of the Commencement Date, unless
Employee’s employment by Advance is sooner terminated; provided, however that
commencing on the first anniversary of the Commencement Date, and on each day
thereafter, the Term of this Agreement shall automatically be extended an
additional day until Advance shall have given not less than 90 days’ written
notice to the Employee that it does not wish to extend the Term of the
Agreement, in which case the Agreement shall terminate on the date that is the
later of 90 days following Employee’s receipt of notice of termination of the
Agreement or the termination date stated in the notice of
termination.

     

    2.           Duties.

     

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

     

    (b)           Other
Activities.  During the Term of this Agreement, it shall not be
a violation of this Agreement for the Employee to, and the Employee shall be
entitled to, (i) serve on corporate, civic, charitable, retail industry
association or professional association boards or committees within the
limitations of the Advance Auto Parts Guidelines on Significant Governance
Issues, (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (iii) manage personal investments, so long as such
activities do not significantly interfere with the performance of the Employee’s
duties and responsibilities as required by this Agreement and do not involve a
conflict of interest with the Employee’s duties or responsibilities
hereunder.

     

    
      
         

      

      
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    3.           Advance’s
Business Development and Activities.  Employee agrees
that Advance is engaged in the highly competitive business of the retail,
wholesale and commercial sales of automotive aftermarket auto parts and
accessories.  Advance’s business has required and continues to require
the expenditure of substantial amounts of money and the use of business
techniques and specialized skills developed over a long period of
time.  As a result of these investments of money, skill and time,
Advance has developed and will continue to develop certain valuable Confidential
Information as defined in Section 10(a) of this Agreement that are peculiar to
Advance’s business and the disclosure of which would cause Advance great and
irreparable harm.  Advance has also invested a great deal of time and
money in developing relationships with its customers, vendors and
employees.

     

    4.           Employee’s
Access to Confidential Information. By virtue of employment with
Advance, Employee has access to much of its valuable Confidential Information,
as defined in Section 10(a) of this Agreement.  Employee agrees that
Employee would not have access to such Confidential Information if not for
Employee’s employment with Advance and that it would be unfair to disclose such
Confidential Information to others, or to use it to Advance’s
disadvantage.

     

    5.           Benefits upon
Termination of Employment by Advance Other than for Due Cause, Death or
Disability.  The foregoing notwithstanding, Advance may
terminate the Employee’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 the Employee’s voluntary resignation,
death, Disability or by Advance for Due Cause, the Employee shall (i) be sent
written notice stating the termination is not due to the Employee’s voluntary
resignation, death, Disability or by Advance for Due Cause and (ii) be entitled
to a Termination Salary Payment and certain other benefits as hereinafter
defined.  In the event of such termination by Advance, the Employee
shall receive the following payments and benefits as set forth in this Section
5:

     

    (a) Termination Salary
Payment. Payment of a cash payment in an amount equal to one year of the
Employee’s annual base salary, as in effect immediately prior to such
termination of employment (“Termination Salary Payment”);

     

    (b)  Termination Bonus
Payment.  Payment of a lump sum cash payment in an amount equal
to the pro rata portion of any bonus that would have been payable to the
Employee with respect to all fiscal quarters completed prior to termination of
employment, provided the criteria for such bonus other than the Employee’s
continued employment are satisfied (the “Termination Bonus Payment”), which
shall be paid at the time such bonus payments are made to other
employees;

     

    (c)  Executive
Choice.   Payment of a lump sum cash payment in an amount
equal to the prorated value of the Employee’s annual coverage under Advance’s
Executive Choice Program (the “Termination ECP Payment”), which shall be paid at
the next regularly scheduled time that such payments are made to other senior
executives;

     

    (d) Outplacement
Services.  Outplacement assistance, at a cost to Advance not to
exceed $12,000, for a period not to exceed twelve (12) months from the date of
termination of employment; and

     

    
      
         

      

      
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    (e) Medical Coverage.
Provision of continued group health insurance coverage pursuant to the
Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
and under the terms of the applicable group health plan(s) or successor plan(s),
should Employee elect COBRA continuation coverage.  The date of the
qualifying event is Employee’s Separation Date for COBRA continuation coverage
purposes.  From the starting date of the period of COBRA continuation
coverage for Employee and his/her dependents, until the earlier of (i) fifty-two
(52) weeks, or (ii) the earlier of the date the Employee is covered under
another health insurance program or the date the Employee becomes eligible for
coverage under another health insurance program in conjunction with the
Employee’s subsequent employment, Advance will pay the normal employer
contribution towards such coverage (as though Employee were still an active
employee) and Employee (and/or his/her dependents) will be responsible for
paying the normal employee contribution towards such
coverage.  Advance will deduct Employee’s required contributions for
COBRA continuation coverage during this period from his/her Termination Salary
Payment if he/she elects COBRA coverage.

     

    (f)   Timing of
Payments.  The Termination Salary Payment shall be payable in
26 equal installments beginning on the next regularly scheduled pay day
following the date of termination.  Notwithstanding anything herein to
the contrary, this Agreement is intended to be operated so that the payment of
the benefits set forth in this Section 5 shall be exempt from the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).  In particular, and without limiting the generality of the
foregoing, in the event that Advance determines that any amounts that become
payable hereunder fail to be exempt from the requirements of Code Section 409A,
then the payment of such amounts shall not be made pursuant to the payment
schedules provided herein and instead the payment of such benefits shall be
accelerated, delayed or otherwise restructured to the minimum extent necessary
so that such benefits are not subject to the provisions of Section 409A(a)(1) of
the Code.  With the exception of outplacement services and COBRA
coverage described in this Paragraph 5, all benefits set forth in this Paragraph
5 that have not been paid to Employee as of March 10 of the calendar year
immediately following the calendar year in which termination of employment
occurs shall be paid to Employee on March 15 of the calendar year immediately
following the calendar year in which said termination of employment
occurs.

     

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

     

     (i)  within
10 days after the termination date, resign as an officer, director, manager and
employee of Advance and/or its Related Entities, as applicable; and

     

     (ii)
within 21 days after presentation of a release in form and substance reasonably
satisfactory to Advance and its legal counsel, execute said release, on behalf
of the Employee and Employee’s estate, heirs and representatives, releasing
Advance, and its Related Entities and each of their 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 

     

    
      
         

      

      
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    thereof)
from any and all claims related to Employee’s employment with Advance;
termination of Employee’s employment; 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 Advance;
and any and all matters, transactions or things occurring prior to the date of
said release, including any and all possible claims, known or unknown, which
could have been asserted against Advance or its Related Entities or their
respective employees, agents, servants, officers or directors; and

     

    (iii)
within any applicable revocation period, not revoke the release that has been
executed pursuant to Subsection 5(g)(ii) above.

     

    6.           Termination by Advance
Other Than For Due Cause, Death or Disability or Resignation from Employment for
Good Reason Within Twelve Months After a Change In Control.  If
Advance terminates the Employee’s employment for other than Death, Disability or
Due Cause prior to the expiration of the Term of this Agreement and within
twelve (12) months after a Change In Control (as defined below), then (i) the
Employee shall be entitled to a Change In Control Termination Payment as
hereinafter defined and the Employee shall receive benefits as defined in
Subsections 5(d) and (e) above and (ii) Advance shall provide written notice as
described in Section 5 above.

     

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

     

    (i)           a
lump sum amount equal to the Employee’s Termination Salary Payment, as defined
in Section 5(a) of this Agreement (the “Change In Control Termination Salary
Payment”);

     

    (ii)           a
lump sum amount equal to the Employee’s Termination Bonus Payment, as defined in
Section 5(b) of this Agreement (the “Change In Control Termination Bonus
Payment”) which shall be paid at the time such bonus payments are made to other
employees;  and

     

    (iii)           a
lump sum payment equal to the prorated value of the Employee’s annual coverage
under Advance’s Employee Choice Program as described in Section 5© of this
Agreement (the “Change In Control Termination ECP Payment”).

     

    (b)    
       Timing of
Payments.  The Change In Control Termination Salary Payment,
and the Change In Control Termination ECP Payment shall be paid in lump sum
payments within forty-five (45) days following the date of the Employee’s
Separation From Service, provided that the Employee executes and does not revoke
within any applicable revocation period the release described in Section 6(c)
below.  Notwithstanding anything herein to the contrary, this
Agreement is intended to be operated so that the payment of the benefits set
forth in this Section 6 shall be exempt from the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”).  In
particular, and without limiting the generality of the foregoing, in the event
that Advance determines that any amounts that become payable hereunder fail to
be 

     

    
      
         

      

      
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    exempt
from the requirements of Code Section 409A, then the payment of such amounts
shall not be made pursuant to the payment schedules provided herein and instead
the payment of such benefits shall be accelerated, delayed or otherwise
restructured to the minimum extent necessary so that such benefits are not
subject to the provisions of Section 409A(a)(1) of the Code.  With the
exception of outplacement services and COBRA coverage described in this
Paragraph 6, all benefits set forth in this Paragraph 6 that have not been paid
to Employee as of March 10 of the calendar year immediately following the
calendar year in which termination of employment occurs shall be paid to
Employee on March 15 of the calendar year immediately following the calendar
year in which said termination of employment occurs.

     

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

     

     (i)  within
10 days after the termination date, resign as an officer, director, manager and
employee of Advance and/or its Related Entities, as applicable, and

     

    (ii)
within 21 days after presentation of a release in form and substance reasonably
satisfactory to Advance and its legal counsel, execute said release, on behalf
of the Employee and Employee’s estate, heirs and representatives, releasing
Advance, and its Related Entities and each of their 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 Employee’s
employment with Advance; termination of Employee’s employment; 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 Advance; and any and all matters, transactions or
things occurring prior to the date of said release, including any and all
possible claims, known or unknown, which could have been asserted against
Advance or its Related Entities or their respective employees, agents, servants,
officers or directors.

     

    (d)           Change In
Control.  For purposes of this Agreement, “Change In Control”
shall have the same meaning as set forth in Advance’s 2004 Long-Term Incentive
Plan (“2004 LTIP”), as in existence on the date hereof.

     

    7.           Accelerated Vesting of
Equity Awards Upon Change In Control.  In the event of a Change
in Control as defined hereinabove, the restrictions and deferral limitations
applicable to any Restricted Stock or any Other Stock Unit Awards granted to the
Employee pursuant to Advance’s 2004 LTIP or any successor plan shall lapse and
such Restricted Stock or Other Stock Unit Awards shall become fully vested and
transferable to the full extent of the original grant as of the date such Change
In Control is determined to have occurred; and any Stock Options or SARs granted
to the Employee that are outstanding as of the date of such Change In Control
shall become fully exercisable and vested to the extent of the original grant as
of the date such Change In Control is determined to have occurred.

     

    
      
         

      

      
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    8.           Benefits upon Termination
of Employment as a Result of Death or Disability.

     

    (a)          Death.  In
the event of the death of the Employee during the Term of this Agreement, the
Employee’s employment shall be automatically terminated as of the date of death;
a lump sum amount equal to the Termination Salary Payment, as defined in Section
5(a) of this Agreement, shall be paid within sixty (60) days after the date of
the Employee’s death; and a lump sum amount equal to the Termination Bonus
Payment, as defined in Section 5(b) of this Agreement, shall be paid at the time
such bonus payments are made to other employees.  The Termination
Salary Payment and the Termination Bonus Payment shall be paid to the Employee’s
designated beneficiary or to the Employee’s estate or other legal representative
if no beneficiary was designated at the time of the Employee’s
death.  In the event of the death of the Employee during the Term of
this Agreement, the shares of Restricted Stock granted to the Employee pursuant
to Advance’s 2004 LTIP or any successor plan shall vest immediately and the
Stock Options or Stock Appreciation Rights (“SARs”) granted to the Employee
pursuant to Advance’s 2004 LTIP or any successor plan shall become exercisable
upon the date of the Employee’s death for all such Stock Options and SARs if not
then exercisable in full.  The foregoing benefit will be provided in
addition to any death, disability or other benefits provided under Advance’s
benefit plans and programs in which the Employee was participating at the time
of his death.  Except in accordance with the terms of Advance’s
benefit programs and other plans and programs then in effect, after the date of
the Employee’s death, neither the Employee nor the Employee’s designated
beneficiary or estate shall be entitled to any other compensation or benefits
from Advance or hereunder.

     

    (b)          Disability.  In
the event that Employee’s employment is terminated by Advance on account of the
Employee’s Disability as hereinafter defined, the employment of the Employee may
be terminated by Advance, effective upon the Disability Termination Date (as
defined below).  In such event, Advance shall pay the Employee an
amount equivalent to thirty percent (30%) of the Employee’s base salary for a
one year period, which amount shall be paid in one lump sum within forty-five
(45) days following the Employee’s “separation from service,” as that term is
defined in Section 409A of the Code and regulations promulgated thereunder, from
Advance (“Separation From Service”), provided that the Employee or an individual
duly authorized to execute legal documents on the Employee’s behalf executes and
does not revoke within any applicable revocation period the release described in
Section 5(g)(ii).  The purpose and intent of the preceding two
sentences is to ensure that the Employee receives a combination of insurance
benefits and Company payments following the Disability Termination Date equal to
100% of the Employee’s then-applicable base salary for such one-year
period.  Advance shall also pay to the Employee a lump sum amount
equivalent to the Employee’s Termination Bonus Payment as defined is Section
5(b) of this Agreement, which amount shall be paid in one lump sum at the time
such bonus payments are made to other employees, provided that the Employee or
an individual duly authorized to execute legal documents on the Employee’s
behalf executes and does not revoke within any applicable revocation period the
release described in Section 5(g)(ii).  In the event of the Disability
of the Employee during the Term of this Agreement, the shares of Restricted
Stock granted to the Employee pursuant to Advance’s 2004 LTIP or any successor
plan shall vest immediately upon the date of the Employee’s Separation from
Service and the Stock Options or SARs granted to the Employee pursuant to
Advance’s 2004  LTIP or any successor plan shall become exercisable
upon the date of the Employee’s Separation from Service for all such Stock
Options and SARs if not then exercisable in full.  The foregoing
benefit will be provided in addition to any disability or other benefits
provided under Advance’s benefit plans in which the Employee
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    Date,
except in accordance with Advance’s benefit programs and other plans then in
effect, the Employee shall not be entitled to any compensation or benefits from
Advance or hereunder.

     

    For
purposes of this Agreement, “Disability” shall mean the Employee’s incapacity
due to physical or mental illness causing the Employee’s complete and full-time
absence from the Employee’s duties, as defined in Section 2 of this Agreement,
for either a consecutive period of more than six months or at least 180 days
within any 270-day period.  Any determination of the Employee’s
Disability made in good faith by Advance shall be conclusive and binding on the
Employee, unless within 10 days after written notice to the Employee of such
determination, the Employee elects by written notice to Advance to challenge
such determination, in which case the determination of Disability shall be made
by arbitration.  Except as provided in this Subsection 8(b), Advance
shall not be required to provide the Employee any compensation or benefits after
the determination by Advance unless the arbitration results in a determination
that the Employee is not disabled, in which case Advance shall pay to the
Employee within 10 days after such arbitration decision all compensation due
through the date of such arbitration decision.  Advance 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 Advance makes such determination of the Employee’s Disability
unless the arbitration, if any, results in a determination that the Employee is
not disabled.  The Employee shall have a legally binding right to the
disability severance benefit as of the Disability Termination Date.

     

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

     

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

     

    (i)           a
material breach by the Employee of the Employee’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 Advance, including, but not
limited to, Advance’s Code of Ethics and Business Conduct, (1) which is willful
and deliberate on the Employee’s part, (2) which is not due to the disability of
the Employee, (3) which is committed in bad faith or without reasonable belief
that such breach is in the best interests of Advance, and (4) which, if curable,
has not been cured by the Employee within 15 business days after Employee’s
receipt of notice to the Employee specifying the nature of such
violations;

     

    (ii)           a
material violation by the Employee of the Employee’s Loyalty Obligations as
provided in Section 10 of this Agreement;

     

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

     

    
      
         

      

      
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    (iv)           willfully
engaging by the Employee in conduct that is demonstrably and materially
injurious to Advance, monetarily or otherwise; or

     

    (v)           a
determination by Advance that Employee is in material violation of Advance’s
Substance Abuse Policy.

     

    10.           Loyalty
Obligations.  The Employee agrees that the following
obligations (“Loyalty Obligations”) shall apply in consideration of Employee’s
employment by or continued employment with Advance, and any of the following
obligations that expressly continue after termination of employment as indicated
below shall apply without regard to the reason for or method of such termination
of employment:

     

    (a)           Confidential
Information.

     

    (i)           Company
Information.  Employee agrees at all times during the term of
Employee’s employment and thereafter, to hold any Confidential Information of
Advance, or its Related Entities, in strictest confidence, and not to use
(except for the benefit of Advance to fulfill Employee’s employment obligations)
or to disclose to any person, firm or corporation other than Advance or those
designated by it said Confidential Information without the prior written
authorization of Advance, except as may otherwise be required by law or legal
process. Employee agrees that “Confidential Information” means any proprietary
information prepared or maintained in any format, including personnel
information or data of Advance, technical data, trade secrets or know-how in
which Advance or its 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 Advance or its Related Entities on whom Employee called, with whom
Employee dealt or with whom Employee became acquainted during the term of
Employee’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 Employee or disclosed to Employee by Advance or its Related Entities
or any other person or entity during the term of Employee’s employment with
Advance either directly or indirectly electronically, in writing, orally, by
drawings, by observation of services, systems or other aspects of the business
of Advance or its Related Entities or otherwise.  Confidential
Information does not include information that: (A) was available to the public
prior to the time of disclosure; or (B) becomes available to the public through
no act or omission of Employee.

     

    (ii)           Third Party
Information.  Employee recognizes that Advance and its 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 Advance
or its Related Entities to maintain the confidentiality of such information and
to use it only for certain limited purposes.  Employee agrees at all
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    during
the Employee’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
Employee’s work for Advance consistent with the obligations of Advance or its
Related Entities with such third party.

     

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

     

    (c)           Returning Company
Property.  Employee 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 Employee or
others pursuant to or during Employee’s employment with Advance or otherwise
shall be the property of Advance or its Related Entities and their respective
successors or assigns.  Upon termination of Employee’s employment with
Advance, Employee will immediately surrender to Advance, in good condition, (i)
all Confidential Information; (ii) all letters, notes, memoranda, program design
specifications, and all other similar items which relate to customers or
potential customers of Advance that Employee obtained from Advance files or
databases, are supplied to Employee by Advance, or generated by Employee from
Advance data and that are in Employee’s possession, custody, or control wherever
located, including all reproductions or copies of such materials, whether in
hard-copy or electronic form; and (iii) all tangible property of Advance,
including by not limited to computers, handheld electronic devices, cellular
telephones, briefcases, samples, merchandise, automobiles, and furniture. In the
event of the termination of Employee’s employment and upon request by Advance,
Employee agrees to sign and deliver the “Termination Certification” attached
hereto as Exhibit A.

     

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

     

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

     

    (i)           For
purposes of this Agreement, “Interfere” shall mean, except in the performance of
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    the
benefit of Advance, (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 Advance or any of its Related Entities to restrict, reduce, sever
or otherwise alter their relationship with Advance or any of its Related
Entities, or (B) whether as a direct solicitor or provider of such services, or
in a management or 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 Section 10(f)(ii) of this Agreement to any
customer of Advance or its Related Entities.

     

    (ii)           After
termination of Employee’s employment, this provision shall only apply to those
employees, independent contractors, customers or suppliers of Advance or its
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.  Employee
covenants and agrees that during the period from the date hereof until, one (1)
year immediately following the termination of Employee’s employment with Advance
(the “Non-Compete Period”),  Employee 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 revenues 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, employee, 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.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (iii)           Association with
Restricted Company.  In the event that Employee intends to
associate (whether as an executive, consultant, independent contractor, officer,
manager, advisor, partner, employee or director) with any Restricted Company
during the Non-Compete Period, Employee must provide information in writing to
Advance relating to the activities proposed to be engaged in by Employee for
such Restricted Company.  All such current associations are set forth
on Exhibit B to this Agreement.  In the event that Advance consents in
writing to Employee’s engagement in such activity, the engaging in such activity
by Employee shall be conclusively deemed not to be a violation of this
Subsection 10(f).  Such consent is not intended and shall not be
deemed to be a waiver or nullification of the covenant of non-competition of
Employee or other similarly bound employees.

     

    (iv)           Permitted Employment with
Multi-Division Company.  Nothing in this Subsection 10(f) shall
preclude Employee from accepting employment with a multi-division company so
long as (A) Employee’s employment is not within a division of the new employer
that engages in and derives more than 15% of its revenues from the Restricted
Activities within the Restricted Area, (B) during the course of such employment,
Employee does not communicate related to Restricted Activities with any division
of Employee’s new employer that is engaged in and derives more than 15% of its
revenues from the Restricted Activities within the Restricted Area and
(C) Employee does not engage in the Restricted Activities within the
Restricted Area.

     

    (g)           Non-Disparagement.  Employee
agrees that during Employee’s employment with Advance and for a period of one
(1) year following the termination of employment with Advance, Employee will not
take any action or make any statement which disparages Advance or its practices
or which disrupts or impairs its normal operations.

     

    (h)           Cooperation.  During
the period of Employee’s employment by Advance and for a period of one (1) year
immediately following the termination of Employee’s employment with Advance for
any reason, Employee agrees to be reasonably available to assist Advance, its
Related Entities and their respective representatives and agents with any
business and/or litigation (or potential litigation) matters affecting or
involving Advance.  Advance will reimburse Employee for all associated
reasonable costs of travel.

     

    11.           Consideration for
Agreement.  Employee agrees that the defined severance benefits
provided in this Agreement provide substantial and additional consideration for
this Agreement.

     

    12.           Reasonable
Restrictions.  Advance and Employee agree that the restrictions
contained in this Agreement are necessary and reasonable to protect Advance’s
legitimate business interests in its valuable Confidential Information,
relationships with its employees, relationships and goodwill with its existing
and prospective customers and vendors.  Employee agrees that
Employee’s skills, education and training qualify Employee to work and obtain
employment which does not violate this Agreement and that the restrictions in
this Agreement have been crafted as narrowly as possible to protect Advance’s


     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    legitimate
business interests in its valuable Confidential Information, relationships with
its employees, relationships and good will with its existing and prospective
customers and suppliers.

     

    13.           Equitable
Relief.   Employee acknowledges that the services to be
rendered by Employee are of a special and intellectual character, which gives
them a peculiar value, that Employee possesses unique skills, knowledge and
ability, and that any breach of the provisions of this Agreement would cause
Advance irreparable injury which would not reasonably or adequately be
compensated by damages in an action at law.  Therefore, Employee
agrees that Advance shall be entitled, in addition to any other remedies it may
have under this Agreement, at law, or otherwise, to immediate injunctive and
other equitable relief to prevent or curtail any breach of this Agreement by
Employee.  Nothing in this Agreement shall prohibit Advance from
seeking or recovering any legal or monetary damages to which it may be entitled
if Employee breaches this Agreement.

     

    14.           Severability.  Employee
and Advance expressly agree that the covenants and agreements contained in this
Agreement are separate, severable, and divisible, and in the event any portion
or portions of such paragraphs are declared invalid or unenforceable, the
validity of the remaining paragraphs of this Agreement will not be
affected.  If any provision contained herein shall for any reason be
held excessively broad or unreasonable as to time, territory, or interest to be
protected, the court is hereby empowered and requested to construe said
provision by narrowing or revising it, so as to make it reasonable and
enforceable to the extent provided under applicable law.

     

    15.           Representations.  Employee
represents and warrants to Advance that neither Employee’s acceptance of
employment with Advance nor performance of Employee’s employment duties for
Advance will violate any contract or arrangement, oral or written, to which
Employee is a party or may be bound and does not or will not result in a breach
by Employee of any covenant of nondisclosure, non-solicitation or
non-competition or any other covenant or agreement owed by Employee to any
person, corporation, or legal entity other than Advance.

     

    16.           Waiver.  The
waiver by Advance of a breach of any provision of this Agreement by Employee
shall not operate or be construed as a waiver of any subsequent breach by
Employee or of any of Advance’s rights hereunder.

     

    17.           Entire
Agreement.  This Agreement contains the entire agreement
between the parties with respect to the subject matters contained in the
Agreement.  This Agreement may not be changed or amended
orally.  Except as otherwise provided in Section 14, this Agreement
may be changed or amended only by an agreement in writing duly signed by Advance
and Employee.  This Agreement supersedes any prior or contemporaneous
discussions, negotiations, understandings, arrangements, or agreements between
Advance and Employee with respect to the subject matters contained in this
Agreement.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    18.         Enforcement.   Employee
agrees that should Advance prevail in an action to remedy the breach or
threatened breach of this Agreement, including the recovery of damages from the
Employee or any party who may have benefited from Employee’s breach or
threatened breach or threatened breach of this Agreement, Advance will be
entitled to recover from Employee its reasonable attorneys’ fees and
costs.  This Agreement shall not supersede or be in lieu of any other
duty or agreement restricting activities referenced herein or addressing rights
or remedies of Advance, but shall be in addition to any such other duties or
agreements.

     

    19.         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 Advance:

    Advance
Auto Parts, Inc.

    5008
Airport Road

    Roanoke,
VA 24012

    Attn:  General
Counsel

     

    With a copy to:

    Advance
Auto Parts, Inc.

    5008
Airport Road

    Roanoke,
VA 24012

    Attn:  Chief
Executive Officer

     

    If to the Employee:

     

    

       

      
        	
                Name/Address 

              
	 
	 
	 
	 


      

       

    

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

     

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

     

    22.         Consent to Jurisdiction
and Venue.  EMPLOYEE AGREES THAT IF ADVANCE SEEKS ENFORCEMENT
OF THIS AGREEMENT AGAINST EMPLOYEE OR DAMAGES 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    AGAINST
EMPLOYEE FOR BREACH OF THIS AGREEMENT, WHETHER IN LAW OR EQUITY, ADVANCE MAY
CHOOSE TO BRING ANY SUCH ACTION OR CLAIM IN THE ROANOKE COUNTY CIRCUIT COURT,
ROANOKE VIRGINIA OR IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT
OF VIRGINIA, TO THE EXTENT THAT SUCH COURT WOULD HAVE JURISDICTION OVER THE
SUBJECT MATTER OF SUCH ACTION OR CLAIM.  EMPLOYEE HEREBY CONSENTS AND
SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS.  NOTHING
CONTAINED HEREIN SHALL PROHIBIT ADVANCE FROM CHOOSING TO BRING ANY SUCH ACTION
OR CLAIM IN ANY OTHER COURT IN ANY STATE WHICH WOULD HAVE JURISDICTION OVER SUCH
ACTION OR CLAIM.

     

    23.           Waiver of Jury
Trial.  EMPLOYEE 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 EMPLOYEE, AND EMPLOYEE ACKNOWLEDGES THAT, EXCEPT FOR ADVANCE’S AGREEMENT
TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JURY (WHICH ADVANCE HEREBY MAKES),
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.  EMPLOYEE
FURTHER ACKNOWLEDGES THAT EMPLOYEE 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 EMPLOYEE’S OWN
FREE WILL, AND THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.  EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE HAS READ AND
UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER AND AS EVIDENCE OF THIS
FACT SIGNS THIS AGREEMENT BELOW.

     

    24.           Binding
Effect.  The covenants, terms, and provisions set forth in this
Agreement shall inure to the benefit of and be enforceable by Advance and its
successors, assigns, and successors-in-interest, including, without limitation,
any corporation, partnership, or other entity with which Advance may be merged
or by which it may be acquired.  Employee may not assign Employee’s
rights and obligations under this Agreement to any other party.

     

    25.           Employment At-Will
Relationship.  Employee and Advance agree that nothing in this
Agreement alters the at-will nature of Employee’s employment relationship with
Advance and that either Employee or Advance may terminate the employment
relationship at any time for any lawful reason.

     

    26.           Counsel.  Employee
has reviewed the contents of this Agreement and fully understands its
terms.  Employee acknowledges that Employee is fully aware of
Employee’s right to the advice of counsel independent from that of Advance and
that Employee fully understands the potentially adverse interests of the parties
with respect to this Agreement.  Employee further acknowledges that
neither Advance nor its counsel has made representations or given any advice to
Employee with respect to the tax or other consequences of this Agreement or any
transactions contemplated by this Agreement, that Employee has been advised of
the importance of seeking independent counsel with respect to such consequences,
and that Employee had obtained independent counsel with respect to such
consequences.  By executing this Agreement, Employee represents that
Employee has, after being advised of the potential conflicts between Employee
and Advance with respect to the future consequences of this 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    Agreement,
either consulted independent legal counsel or elected, notwithstanding the
advisability of seeking such independent legal counsel, not to consult with such
independent legal counsel.

     

    27.           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.

     

    28.           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.

     

    29.           Binding Effect of
Execution.  Advance and Employee agree that this Agreement
shall not bind or be enforceable by or against either party until this Agreement
has been duly executed by both Employee and Advance.

     

     

    
      [SIGNATURE
PAGE FOLLOWS]


      
        
           


        

        
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      IN
WITNESS WHEREOF, Advance and Employee have executed this Agreement as of the day
and year first set forth above.

       

      [Advance
Stores Company, Incorporated/or other appropriate entity]

       

      

         

        
          	By: 	 	 	 	 
	 	 	 	 	 
	Print
      Name: 	 
	 	 	 	 	 
	Title: 	 	 	 


        

         


       

      EMPLOYEE:

      
        

           

          
            	Signature: 	 	 	 	 
	 	 	 	 	 
	Print
      Name: 	 
	 	 	 	 	 
	Address: 	 	 	 
	 	 	 	 
	 	 	 	 


          

           


      

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      


      EXHIBIT
A

       

      TERMINATION
CERTIFICATION

       

      This is
to certify that I do not have in my possession, nor have I failed to return, any
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
Advance.

       

      I further
certify that I have, to the best of my knowledge, complied with all the terms of
my Loyalty Agreement with Advance.

       

       

       

      
        	Date: 	 
	 	 
	 
	Employee's
      Signature 
	 	 
	 
	Print
      Name 


      

       

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      EXHIBIT
B

       

      LIST
OF ASSOCIATIONS WITH RESTRICTED COMPANIES

       

       

       

       

       

      
 

       

      


       

      


       

      ____
None

       

      ____
Additional Sheets Attached

       

      


       

      


      
         

        
          	Signature of
      Employee: 	 	 	 	 
	 	 	 	 	 	 
	Print Name of
      Employee: 	 	 	 
	 	 	 	 	 	 
	Date: 	 	 	 	 	 


        

         

      



     

    


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