Exhibit
10.32
EMPLOYMENT AGREEMENT
First Amendment
FIRST
AMENDMENT, dated as of June 4, 2008 (“First
Amendment”) to the EMPLOYMENT 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
“Agreement”).
The
Company and the Executive agree as follows:
1.
Amendment
of Section 4(a) of the Agreement . Effective
upon execution of this First Amendment by the Company and the
Executive, Section 4(a) of the Agreement shall be amended to
provide, in the event of the Executive’s death, for the
immediate vesting of all shares of Restricted Stock granted to
the Executive after the Commencement Date of the Agreement and
the immediate exercisability of all Stock Options and Stock
Appreciation Rights granted to the Executive after the
Commencement Date of the Agreement, and said Section 4(a) is
hereby deleted in its entirety and the following is inserted
in lieu thereof:
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. In
the event of the death of the Executive during the Employment
Term, any shares of Restricted Stock granted to the Executive
after the Commencement Date of this Agreement shall vest
immediately and all Stock Options or Stock Appreciation Rights
granted to Executive after the Commencement Date of this
Agreement shall become exercisable upon the date of the
Executive’s death for all such Stock Options and Stock
Appreciation Rights 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.
2.
Amendment
of Section 4(b) of the Agreement . Effective
upon execution of this First Amendment by the Company and the
Executive, Section 4(b) of the Agreement shall be amended to
provide, in the event of Executive’s Disability, for the
payment of the Executive’s Target Bonus amount, as that
term is defined in the Agreement, for the immediate vesting of
all shares of Restricted Stock granted to the Executive after
the Commencement Date of the Agreement, and for the immediate
exercisability of all Stock Options and SARs granted to the
Executive after the Commencement Date of the Agreement, and
said Section 4(b) is hereby deleted in its entirety and the
following is inserted in lieu thereof:
4.
Termination
of Employment .
(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
“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). The Company shall also pay to
the Executive a lump sum amount equivalent to the
Executive’s Target Bonus Amount then in effect, which
amount shall be paid in one lump sum within forty-five days
following the Executive’s 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 upon the date of the
Executive’s Separation from Service 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 Separation from Service for all of the SARs
if not then exercisable in full. In the event of
the Executive’s Disability during the Employment Term,
any shares of Restricted Stock granted to the Executive after
the Commencement Date of this Agreement shall vest immediately
upon the date of the Executive’s Separation from Service
and all Stock Options or Stock Appreciation Rights granted to
the Executive
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