EX-10.27 STOCK APPRECIATION RIGHTS AGREEMENT



 








EXHIBIT 10.27




STOCK APPRECIATION RIGHTS AGREEMENT




Non-transferable




GRANT TO









(“Grantee”)




by Genuine Parts Company (the “Company”) of

Stock Appreciation Rights with respect to




[_______]




shares of its common stock, $1.00 par value (the “SARs”)




having a base value of $____  per share (the “Base Value”)



pursuant to and subject to the provisions of the Genuine Parts Company Amended and Restated 1999
Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following
page (the “Terms and Conditions”).



Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee,
the SARs shall vest (become exercisable) in accordance with the following schedule:




	 	 	 	 	 
	Continued Employment	 	Percent of SAR Shares
	       after Grant Date	 	Vested
	Less than 1 Year
	 	 	0	%
	1 Year
	 	 	33	%
	2 Years
	 	 	33	%
	3 Years
	 	 	34	%





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:	 	 	 	 
	 	 	 
	 	 	 
	

	 	 	 	          Its: Authorized Officer	 	 
	 
	 	 	 	 	 	 
	

	 	Grant Date:	 	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	

	 	Accepted by Grantee:	 	 	 	 
	 	 	 
	 	 	 





 









 






TERMS AND CONDITIONS



1. Grant of SARs. Genuine Parts Company (the “Company”) hereby grants to the Grantee named
on page 1 hereof (“Grantee”), under the Genuine Parts Company Amended and Restated 1999 Long-Term
Incentive Plan (the “Plan”) and on the terms and on conditions set forth in this agreement (this
“Agreement”), stock appreciation rights with respect to the number of shares of Stock indicated on
page 1 hereof at the Base Value per share set forth on page 1 hereof (the “SARs”). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to such terms in the
Plan.



2. Base Value and Benefit. The Base Value of each SAR is equal to the Fair Market Value of
a share of Stock on the Grant Date. Each SAR entitles Grantee to receive from the Company upon the
exercise of the SAR an amount, payable in shares of Stock, equal to the excess, if any, of (a) the
Fair Market Value of one share of Stock on the date of exercise, over (b) the Base Value per share.



3. Vesting of SARs. The SARs shall vest (become exercisable) in accordance with the
schedule shown on page 1 of this Agreement. Notwithstanding the vesting schedule, if Grantee’s
employment terminates by reason of his or her death, Disability or Retirement more than one year
after the date of grant of the SARs, the SARs shall become fully vested and exercisable as of such
date of termination. Upon the effective date of a Change of Control, all SARs held by Grantee
shall become fully vested and exercisable.



4. Term of SARs and Limitations on Right to Exercise. The term of the SARs is a period of
ten years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the
“Expiration Date”). To the extent not previously exercised, the SARs will lapse prior to the
Expiration Date upon the earliest to occur of the following circumstances:





	 	(a)  	Three months after the termination of the Grantee’s employment with the Company for any
reason other than by reason of the Grantee’s death, Disability or Retirement.
	 
	 	(b)  	Twelve months after the date of the termination of the Grantee’s employment with the
Company by reason of Disability or Retirement.
	 
	 	(c)  	Twelve months after the date of the Grantee’s death, if the Grantee dies while employed
with the Company, or during the three-month period described in subsection (a) above or
during the twelve-month period described in subsection (b) above and before the SARs
otherwise lapse. Upon the Grantee’s death, the SARs may be exercised by the Grantee’s
beneficiary designated pursuant to the Plan.




The Committee may, prior to the lapse of the SARs under the circumstances described in paragraphs
(a), (b), or (c) above, extend the time to exercise the SARs. If the Grantee or his or her
beneficiary exercises a SAR after termination of employment, the SARs may be exercised only with
respect to the shares that were otherwise vested as of such termination.



5. Exercise of SAR. The SARs shall be exercised by written notice directed to the Secretary
of the Company or his or her designee at the address and in the form specified by the Secretary
from time to time. If the person exercising a SAR is not Grantee, such person shall also deliver
with the notice of exercise appropriate proof of his or her right to exercise the SAR.



6. Limitation of Rights. The SARs do not confer to Grantee or Grantee’s beneficiary any
rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such
person in connection with the exercise of the SARs. Nothing in this Agreement shall interfere with
or limit in any way the right of the Company or any affiliate to terminate Grantee’s employment at
any time, nor confer upon Grantee any right to continue in the employment of the Company or any
affiliate.



7. Restrictions on Transfer and Pledge. No right or interest of Grantee in the SARs 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 SARs are not assignable or transferable by Grantee
other than by will or the laws of descent and distribution or pursuant to a domestic relations
order that would satisfy Section 414(p)(1)(A) of the Code; but the Committee may permit other
transfers. The SARs may be exercised during the lifetime of Grantee only by Grantee or any
permitted transferee.



8. Withholding. The Company or any employer affiliate has the authority and the right to
deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy
federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the exercise of the SARs. The
withholding requirement may be satisfied, in whole or in part, at the election of the Secretary, by
withholding from the SAR shares of Stock having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes,
all in accordance with such procedures as the Secretary establishes.



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
deemed 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.