EX-10.2



 Exhibit 10.2 

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT 

Non-transferable 
 GRANT TO

 GRANTEE 

(“Grantee”) 
 by
Genuine Parts Company (the “Company”) of 
 [            ]
Performance Restricted Stock Units 
 convertible into shares of its Stock, par value $1.00 per share (the “Units”). 

pursuant to and subject to the provisions of the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions
set forth on the following page (the “Terms and Conditions”). 
 Unless accelerated in accordance with the Plan or in the discretion of the
Committee, the Units will be earned on December 31, 20xx in accordance with the following schedule: 
  

							
	 Actual Pre-Tax Profit

as a Percent of Target*
	 	Actual Pre-Tax Profit*	 	Actual Units Earned**	 	Percent of Units Earned**
	 less than 90%
	 	$XX,XXX,XXX	 	0	 	0%
	 90%
	 	$XX,XXX,XXX	 	X,XXX	 	50%
	 100%
	 	$XX,XXX,XXX	 	X,XXX	 	100%
	 110%
	 	$XX,XXX,XXX	 	X,XXX	 	150%

 * Pre-tax profit target for the year ending December 31, 20xx is $XX,XXX,XXX 

**Straight line interpolation is used to determine percent of Units earned when actual level is between two points. 

IN WITNESS WHEREOF, Genuine Parts Company has caused this Agreement to be executed as of the Grant Date, as indicated below. 

 

			
	GENUINE PARTS COMPANY
		
	By:	 	 
		 	 Carol B. Yancey

Exec. Vice President, CFO and Corporate Secretary

	
	Grant Date:                    
	
	Accepted by
Grantee:                                       
                          









 TERMS AND CONDITIONS 

1. Grant of Units. Genuine Parts Company (the “Company”) hereby grants to the Grantee named on page 1 hereof (“Grantee”), subject
to the restrictions and the other terms and conditions set forth in the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”) and in this award agreement (this “Agreement”), the right to earn on December 31, 20xx,
the number of restricted stock units indicated on page 1 hereof which, if and to the extent earned (the “Units”), will represent the right to receive an equal number of shares of the Company’s $1.00 par value Stock (“Stock”)
on the terms set forth in this Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 

2. Vesting of Units. The Units will be credited to a bookkeeping account on behalf of Grantee. The Units will vest and become non-forfeitable on the
earliest to occur of the following (the “Vesting Date”): 
  

	 	(a)	December 1, 20xx, 


	 	(b)	The date of Grantee’s Retirement* after December 31, 20xx, or 


	 	(c)	The date of Grantee’s termination of employment due to death or Disability, or 


	 	(d)	The effective date of a Change in Control. 

 If Grantee’s employment terminates prior to the Vesting Date
for any reason other than as described in (b) or (c) above, Grantee shall forfeit all right, title and interest in and to the then unvested Units as of the date of such termination and the unvested Units will be reconveyed to the Company
without further consideration or any act or action by Grantee. 
 3. Conversion to Stock. Unless the Units are forfeited prior to the Vesting Date as
provided in Section 2 above, the Units will be converted to actual shares of Stock on the earlier of the effective date of a Change in Control or December 1, 20xx (the “Conversion Date”). The conversion of Units into shares of
Stock will be registered at the Company’s transfer agent (Computershare) on the books of the Company in Grantee’s name as of the Conversion Date and the Grantee will be notified as soon as practical thereafter. 

4. Limitation of Rights. The Units do not confer to Grantee or Grantee’s beneficiary any rights of a shareholder of the Company unless and until
Shares are in fact issued to such person in connection with the Units. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any affiliate to terminate Grantee’s service at any time, nor confer upon
Grantee any right to continue in the service of the Company or any affiliate. 
 5. Dividend Equivalents. If any dividends or other distributions are
paid with respect to the Company’s Stock while the earned Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Units shall be
converted into additional Units in Grantee’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions were payable, and such additional Units shall be subject to the same forfeiture and transfer
restrictions and deferral terms as apply to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting and other
rights as a shareholder of the Company. 
 6. Restrictions on Transfer. No right or interest of Grantee in the Units may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or an affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an affiliate. The Units are not assignable or
transferable by Grantee other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers as permitted under the terms of the Plan. 

7. Payment of Taxes. Where applicable, Grantee will pay to the Company or make other arrangements satisfactory to the Company regarding payment of, any
federal, state and local taxes of any kind (including social insurance contributions, payroll taxes and other related taxes, if any) required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will
be conditional on such payment or arrangements, and the Company, and, where applicable, its subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee. 

8. Amendment. The Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Units hereunder had expired) on the date of such
amendment or termination. 
 9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Agreement and this
Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and
determinative. 
 10. Successors. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement
and the Plan. 
 11. Severability. If any one or more of the provisions contained in this Agreement are invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 
 12.
Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to: 
 Genuine Parts Company 
 2999 Circle 75 Parkway

 Atlanta, Georgia 30339 
 Attn: Secretary 

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on
file with the Company, or at any other address given by Grantee in a written notice to the Company. 
 *Grantee must have attained the age of 65 to qualify
for retirement provision