Exhibit
10.39
ADVANCE AUTO PARTS,
INC.
2007 RESTRICTED STOCK
AWARD
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Award
Date
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Number of Shares
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Vesting Date
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THIS
CERTIFIES THAT Advance Auto Parts, Inc. (the “Company”)
has on the Award Date specified above granted to
«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.
* * * * *
1.
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 Shares 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.
2.
Vesting . Subject to the terms and conditions of this Award,
100% of the Shares shall vest, and the restrictions with respect to
the Shares shall lapse, three years from the Award Date if you
remain continuously employed by the Company or you serve on the
Board of Directors of the Company until the respective vesting
date.
3. Stock
Award Duration . 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 in the case of retirement, disability or death as
follows:
(a) 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 will
continue under this Award;
(b) If the termination of your employment or other
association is on account of disability, defined as having become
disabled within the meaning of Section 22(e)(3) of the Internal
Revenue Code, then your rights will continue under this
Award;
(c) If the termination of your employment is on
account of death, then your Shares will vest
immediately.
Notwithstanding any contrary provision of this
Award, the Company may cancel this Award at any time on
ninety (90) days prior notice to you in response to actions
taken by you that could be considered detrimental to the Company or
any of its Affiliates. Whether any of your actions could be
considered detrimental will be determined by the Compensation
Committee of the Board of Directors (the “Committee”)
in its sole discretion and may include, but will not be limited to
the following: your employment by or other association with a
direct competitor of the Company or an Affiliate; your
establishment of a business which competes with the Company or an
Affiliate; or your unauthorized release of confidential information
of the Company or an Affiliate.
4.
Transfer of Award . Until the Shares vest pursuant to
Section 2 or 3 of this Award Statement, the Shares may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of or
