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ADVANCE AUTO PARTS, INC. EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT

Stock Purchase Agreement

ADVANCE AUTO PARTS, INC.

 

EMPLOYEE STOCK PURCHASE PLAN

 

PLAN DOCUMENT
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ADVANCE AUTO PARTS, INC

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Title: ADVANCE AUTO PARTS, INC. EMPLOYEE STOCK PURCHASE PLAN PLAN DOCUMENT
Governing Law: Virginia     Date: 3/16/2006
Industry: Retail (Specialty)    

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Exhibit 10.34

 

 

 

 

 

 

 

 

 

May 23, 2002

 

 

 

ADVANCE AUTO PARTS, INC.

 

EMPLOYEE STOCK PURCHASE PLAN

 

PLAN DOCUMENT

 

 

 

 

 

 

 

Amended January 1, 2006

 


 

 

TABLE OF CONTENTS 

 

 

 

Page  

Section 1  

PURPOSE OF PLAN  

1  

 

 

 

 

Section 2

DEFINITIONS  

1  

 

 

 

 

 

2.1  

Account

1  

 

2.2  

Authorization  

1  

 

2.3  

Beneficiary  

1  

 

2.4  

Board

1  

 

2.5  

Code

1  

 

2.6  

Committee  

1  

 

2.7  

Company

1  

 

2.8  

Compensation  

1  

 

2.9  

Custodial Account  

1  

 

2.10  

Custodian   

1  

 

2.11  

Eligible Employee

1  

 

2.12  

Enrollment Period

2  

 

2.13  

Fair Market Value

2  

 

2.14  

Offering Date

2  

 

2.15  

Offering Period  

2  

 

2.16  

Participating Employee  

2  

 

2.17  

Participating Employer  

2  

 

2.18  

Plan

2  

 

2.19  

Purchase Date  

2  

 

2.20  

Purchase Price  

2  

 

2.21  

Stock

2  

 

2.22  

Subsidiary  

2  

 

 

 

 

Section 3  

SHARES AVAILABLE UNDER THE PLAN

2  

 

 

 

 

Section 4

OFFERING PERIODS  

2  

 

 

 

 

Section 5  

ADMINISTRATION OF THE PLAN

2  

 

 

 

Section 6  

PARTICIPATION  

3  

 

 

 

 

 

6.1  

Requirements  

3  

 

6.2  

Continuity Authorization  

3  

 

6.3  

Termination  

3  

 

 

 

 

Section 7   

PURCHASE OF SHARES; LIMITATIONS

3  

 

 

 

 

 

7.1  

General Rule

3  

 

7.2  

Statutory Limitation

3  

 

7.3  

Insufficient Number of Shares of Stock

3  

 

 

 

 

Section 8  

METHOD OF PAYMENT  

 

 

 

 

 

 

8.1  

Authorization  

4  

 

8.2  

Continuing Authorization  

 4  

 

8.3  

Authorization Amendment  

 4  

 

8.4  

Cancellation of Election to Purchase  

 4  

 

8.5  

Account Credits, General Assets and Taxes  

 4  

 

8.6  

No Cash Payments  

 4  

 

 

 

 

Section 9   

EXERCISE OF PURCHASE RIGHT  

 

 

 

 

 

 

9.1  

General Rule  

 

 

9.2  

Fractional Shares  

 

 

 

i


 

 

 

9.3

Delivery of Stock

5  

 

9.4

Dividends  

5  

 

 

 

 

Section 10  

TERMINATION OF EMPLOYMENT

5  

 

 

 

 

 

10.1

General Rule

5  

 

10.2

Death  

5  

 

 

 

 

Section 11  

NON-TRANSFERABILITY

5  

 

 

 

 

Section 12   

ADJUSTMENT

 

 

 

 

 

Section 13  

SECURITIES REGISTRATION

6  

 

 

 

 

Section 14   

AMENDMENT OR TERMINATION  

6  

 

 

 

 

Section 15  

MISCELLANEOUS

6  

 

 

 

 

 

15.1  

Shareholder Rights  

7  

 

15.2

No Contract of Employment

7  

 

15.3

Withholding

7  

 

15.4  

Construction  

7  

 

15.5  

Costs  

7  

 

15.6  

Liability for Taxes  

7  

 

15.7  

Rule 16b-3  

7  

 

 

 

 

Section 16

EFFECTIVE DATE; TERM OF PLAN

7  


 

 

ii


 

Section 1    PURPOSE OF THE PLAN

 

The purpose of the Advance Auto Parts, Inc. Employee Stock Purchase Plan is to encourage and enable Eligible Employees of Advance Auto Parts, Inc. (“the Company”) and its participating Subsidiaries the opportunity to acquire a proprietary interest in the Company through the purchase of the Company’s Stock at a discount. The Company believes that employees who participate in this Plan will have a closer identification with the Company by virtue of their ability as stockholders to participate in the Company’s growth and earnings. It is the intention of the Company to have this Plan qualify as an “employee stock purchase plan” under Section 423 of the Code, as amended. Accordingly, the provisions of this Plan shall be construed in a manner consistent with the requirements of that Section 423 of the Code. Any provision of the Plan inconsistent with Section 423 of the Code will, without further act or amendment by the Company, be deemed reformed to comply with Code Section 423.

 

Section 2    DEFINITIONS

 

2.1  

“Account” -- means for each Offering Period the separate bookkeeping account which shall be established for each Participating Employee to record the payroll deductions made on his or her behalf to purchase Stock under this Plan.

 

2.2  

“Authorization” -- means the participation election and payroll deduction authorization form which an Eligible Employee shall be required to properly complete (either in writing or via electronic submission) and timely file with the Human Resources Department before the end of an Enrollment Period in order to participate in this Plan for the related Offering Period.

 

2.3  

“Beneficiary” -- means a person to whom all or a portion of the shares or cash amounts due to the Participating Employee under the Plan will be paid if the Participating Employee dies before receiving such shares or cash amounts.

 

2.4  

“Board” -- means the Board of Directors of the Company.

 

2.5  

“Code” -- means the Internal Revenue Code of 1986, as amended, and any successor thereto.

 

2.6  

“Committee” -- means the committee appointed by the Board to administer the Plan or in the absence of such a committee, then the Board itself.

 

2.7  

“Company” -- means Advance Auto Parts, Inc. (including any entity that is directly or indirectly wholly-owned by Advance Auto Parts, Inc. and disregarded as an entity separate from Advance Auto Parts, Inc. under Section 7701 of the Code and the treasury regulations issued thereunder).

 

2.8  

Compensation”   -- means total base pay (which includes regular pay, overtime, and shift premiums, but excludes bonuses, and any compensation related to stock options or any other remuneration paid to the Participating Employee) for services rendered by Participating Employee to the Company during the applicable period specified in the Plan.

 

2.9  

“Custodial Account ” -- means the non-interest bearing bookkeeping account maintained on behalf of the Participating Employee to which shares purchased under Section 9 and dividends (net of withholding) shall be allocated and from which Shares and/or cash shall be distributed.

 

2.10  

“Custodian” -- means the custodian for the Plan appointed by the Committee.

 

2.11  

“Eligible Employee” --- means each employee (as defined for purposes of Section 423 of the Code) of a Participating Employer who has been employed by such employer at least thirty days prior to the beginning of each period and who is customarily employed to work 20 or more hours per week, except:

 

(a)  

an employee who customarily is employed (within the meaning of Section 423(b)(4)(B)) of the Code 20 hours or less per week by the Company or such Subsidiary.

 

(b)  

an employee who would own (immediately after the grant of an option under this Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company based on the rules set forth in Section 423(b)(3) and Section 424 of the Code.

 

 


 

 

(c)  

a highly compensated employee (as defined under Section 414(q) of the Code) who is required to file statements under Section 16(a) of the Securities Exchange Act of 1934 or who otherwise falls within a category of highly compensated employees that the Committee has determined in its discretion to exclude under this Plan for a particular Offering Period.

 

2.12  

“Enrollment Period” -- means the period set by the Committee which precedes the beginning of the related Offering Period and which shall continue for no more than 30 days.

 

2.13  

“Fair Market Value” --- means (1) the closing price on a given date for a share of Stock quoted on the New York Stock Exchange system or listed on a national securities exchange as reported by The Wall Street Journal or, if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (2) such closing price as so reported for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (3) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of such Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts.

 

2.14  

“Offering Date” -- means for each Offering Period the first day of such Offering Period.

 

2.15  

“Offering Period” -- means a period of approximately 3 months duration commencing on the first day of each calendar year (or at such other times as may be determined by the Committee) for each year for which this Plan is in effect.

 

2.16  

“Participating Employee” -- means for each Offering Period each Eligible Employee who has satisfied the requirements set forth in Section 6 of this Plan for such Offering Period.

 

2.17  

“Participating Employer” -- means for each Offering Period the Company and each Subsidiary that the Committee designates as a Participating Employer for such Offering Period.

 

2.18  

“Plan” -- means this Advance Auto Parts, Inc. Employee Stock Purchase Plan.

 

2.19  

“Purchase Date” -- means for each Offering Period the last day of such Offering Period.

 

2.20  

“Purchase Price” -- means for each Offering Period 95% of the Fair Market Value of a share of Stock on the “Purchase Date.”

 

2.21  

“Subsidiary” -- means each corporation which is a subsidiary of the Company (within the meaning of Section 424(f) of the Code).

 

Section 3    SHARES OFFERED UNDER THE PLAN

 

There shall be a total of 700,000 shares of Stock available for purchase under this Plan subject to any adjustment as provided in Section 12. All such shares of Stock shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock or from shares of Stock that have been reacquired by the Company.

 

Section 4    OFFERING PERIODS

 

This Plan shall be implemented by a series of consecutive Offering Periods, with a new Offering Period commencing on or after the first day of the calendar quarter (or at such other times as may be determined by the Committee, but not exceeding 27 months) for each year for which this Plan is in effect.

 

Section 5    ADMINISTRATION OF THE PLAN

 

The Committee shall supervise and administer this Plan. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power and the discretion to interpret this Plan and to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Participating Employee and Participating Employer and on each other person directly or indirectly affected by such action. The

 

2


 

Committee in its discretion may delegate, in whole or in part, its power and authority to another person or entity.

 

Section 6    PARTICIPATION

 

 

6.1  

Requirements . Each Eligible Employee who is employed by a Participating Employer on the first day of an Enrollment Period shall satisfy the requirements to be a Participating Employee for the related Offering Period if:

 

(a)  

he or she has properly completed and filed an Authorization with the Committee (or its delegate) on or before the last day of such Enrollment Period to purchase shares of Stock under this Plan, and

 

(b)  

his or her employment as an Eligible Employee continues uninterrupted throughout the period which begins on the first day of such Enrollment Period and ends on the first day of the related Offering Period, and no Eligible Employee's employment shall be treated as interrupted by a transfer directly between the Company and any Subsidiary or between one Subsidiary and another Subsidiary.

 

6.2  

Continuity Authorization . An Authorization shall continue in effect until amended under Section 8.3 or cancelled under Section 8.4.

 

6.3  

Termination . A Participating Employee's status as such shall terminate for an Offering Period (for which he or she has an effective Authorization) at such time as his or her Account is withdrawn in full under Section 8.4(a) or his or her employment terminates under Section 10.1.

 

Section 7    PU


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