Exhibit 10.39
ADVANCE AUTO PARTS,
INC.
2008 RESTRICTED STOCK AWARD
AGREEMENT
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Number of Shares
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November 17, 2008
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#
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November 17, 2011
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THIS CERTIFIES THAT Advance Auto
Parts, Inc. (the “Company”) has on the Award Date
specified above granted to
[Executive’s
name]
(“Participant”) an award
(the “Award”) of that number of shares (the
“Shares”) of Advance Auto Parts, Inc. Common Stock,
$.0001 par value per share (the “Common Stock”),
indicated above in the box labeled “Number of Shares,”
subject to certain restrictions and on the terms and conditions
contained in this Award Statement and the Advance Auto Parts, Inc.
2004 Long-Term Incentive Plan (the “Plan”). A copy of
the Plan is available upon request. In the event of any conflict
between the terms of the Plan and this Award, the terms of the Plan
shall govern. Any terms not defined herein shall have the meaning
set forth in the Plan.
* * * * *
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1.
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Your Rights
with Respect to the Shares . You shall have all of the rights of a
shareholder of the Common Stock on and after the Award Date and
until the date on which the Shares vest and the restrictions with
respect to the Shares lapse in accordance with Section 2 or 3
of this Award Statement, including the right to vote the
time-vested Shares, as described below, and the right to receive
dividends thereon, unless and until the Shares are forfeited
pursuant to Section 3 or 6 of this Award Statement. Your
rights with respect to the Shares shall remain forfeitable at all
times prior to the date or dates on which such rights become
vested, and the restrictions with respect to the Shares lapse, in
accordance with Section 2 or 3 of this Award
Statement.
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2.
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Vesting . Subject to the terms and conditions of this
Award, the Shares shall vest, and the restrictions with respect to
the time vested Shares shall lapse over three years from the Award
Date according to the dates identified in the following table if
you remain continuously employed by the Company until the
respective vesting date.
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Number of
Time-Vested
Shares in Each
Installment
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Initial Exercise Date
for Shares in Installment
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November 17, 2009
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November 17, 2010
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November 17, 2011
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3.
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Stock Award
Duration .
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The Shares shall be divided into two
portions for vesting:
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(a)
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Time-vested
Shares: Seventy-five
percent (75%) of the number of shares at target level will
vest in equal annual installments on each November 17 over a
consecutive three-year period, with the first installment vesting
on November 17, 2009, until fully vested.
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(b)
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Performance Shares
: Except in the case that your
employment or other association is terminated or there is a Change
in Control prior to March 1, 2012, as set forth below, the
remaining twenty-five percent (25%) of the number of shares at
target level will vest on March 1, 2012, following
certification by the Committee of the performance of the Company
based on the level of the Company’s net operating profit
after taxes (“NOPAT”) less a charge for the
Company’s weighted average cost of capital
(“WACC”), in the aggregate for the 2009 through 2011
fiscal years. If the Company’s performance target is met for
the three-year performance period, the remaining 25 percent
(25%) of the shares will vest and become exercisable on
March 1, 2012. If the Company’s performance meets the
minimum specified performance threshold level but falls below the
target level, a portion of the performance shares will vest on a
pro rata basis. If the Company’s performance
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exceeds the target level, you may
receive additional Shares up to a maximum of 150 percent
(150%) of the target level award.
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(c)
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If, prior to
vesting of the Shares pursuant to Section 2 or 3 of this Award
Statement, your employment or other association with the Company
and its Affiliates ends for any reason (voluntary or involuntary),
then your rights to unvested Shares shall be immediately and
irrevocably forfeited, except as follows:
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(i)
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If the
termination of your employment or other association is on account
of retirement, defined as termination of employment or other
association upon the attainment of at least age 55 and at least 10
years of service, of which the last three must be consecutive years
with the Company, then your rights with respect to the time-vested
Shares will continue under this Award.
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(ii)
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If the
termination of your employment is on account of death or
Disability, as defined in your employment agreement, then any
previously unvested time-vested Shares will vest
immediately.
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(iii)
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If your
employment or other association is terminated prior to
March 1, 2012 on account of your or retirement, death, or
Disability, your performance Shares will vest on March 1, 2012
on a pro-rata basis for the time that you were employed during the
performance period, provided that the pro rata amount of
performance Shares that will vest on March 1, 2012, will be no
fewer than the total shares at target level less the previously
vested portion of the time-vested Shares.
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(iv)
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If your
employment or other association is terminated prior to
March 1, 2012 by you for Good Reason, or by the Company other
than for Cause, as those terms are defined in your employment
agreement, your performance Shares will vest immediately as of the
date of the termination of your employment or other
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