EXHIBIT 10.26
PERFORMANCE RESTRICTED STOCK UNIT AWARD
AGREEMENT
Non-transferable
GRANT TO
(“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 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 accelerated in accordance
with the Plan or in the discretion of the Committee, the Units will
be earned on December 31, 2004 in accordance with the
following schedule:
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Actual Pre-Tax
Profit as a
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Percent
of Target*
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Actual Pre-Tax Profit
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Percent of Units Earned**
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less than
$574,500,625
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0
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%
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$574,500,625
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50
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%
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$604,737,500 or
more
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100
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%
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*
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Pre-tax profit
target for the year ending December 31, 2004 is
$604,737,500
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**
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Straight line
interpolation is used to determine percent of Units earned when
actual level is between two designated points. Notwithstanding the
foregoing, upon a Change in Control prior to December 31,
2004, 100% of the Units will be earned.
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IN WITNESS WHEREOF, Genuine Parts
Company has caused this Agreement to be executed as of the Grant
Date, as indicated below.
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GENUINE PARTS
COMPANY
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By:
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Its:
Authorized Officer
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Grant
Date:
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Accepted by
Grantee:
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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 Amended and Restated 1999 Long Term
Incentive Plan (the “Plan”) and in this award agreement
(this “Agreement”), the right to earn on
December 31, 2004 the maximum 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 common
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
earned Units will be credited to a bookkeeping account on behalf of
Grantee and will vest and become non-forfeitable on the earliest to
occur of the following (the “Vesting Date”):
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(a)
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December 31, 2008,
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(b)
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The
date of Grantee’s Retirement after December 31, 2004,
or
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(c)
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The
date of Grantee’s termination of employment due to death or
Disability, or
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(d)
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The
effective date of a Change in Control.
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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 paragraph 2 above or deferred pursuant to paragraph 4
below, the
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