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AAP > SEC Filings for AAP > Form 8-K on 6-Jun-2013All Recent SEC Filings

Show all filings for ADVANCE AUTO PARTS INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and Exhibi

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2013, Advance Auto Parts, Inc. ("Company") and Michael A. Norona, the Company's Executive Vice President, Chief Financial Officer and Assistant Secretary, entered into a Third Amendment to the Employment Agreement between the Company and Mr. Norona dated as of June 4, 2008 ("Third Amendment"). The Third Amendment became effective as of June 4, 2013, and will continue for an initial one-year term, which will be automatically renewable for additional one-year terms unless either party provides notice of non-renewal at least 90 days prior to the end of the then effective term.

In addition to certain other minor changes, the Third Amendment provides that the Company shall reduce the payments to be made to Mr. Norona in connection with a Change in Control to the maximum amount that could be paid to Mr. Norona without giving rise to an excise tax if the aggregate after-tax amount payable to Mr. Norona would be greater after giving effect to such reduction. The Third Amendment also eliminates (i) the tax gross-up payment intended to make Mr. Norona whole for excise taxes that may be imposed on the Change in Control payments that was previously included in the Employment Agreement and (ii) the obligation to accelerate vesting of equity awards upon Change in Control and provides that the vesting of equity compensation in the event of Change in Control will be governed by the terms of the applicable award agreement or grant. The Third Amendment further amends the Employment Agreement to reflect Mr. Norona's current base salary and annual target bonus amounts and to provide that any incentive compensation granted to Mr. Norona by the Company is subject to the Company's Incentive Compensation Clawback Policy as adopted by the Company's Board of Directors or Compensation Committee from time to time. The Third Amendment clarifies that the vesting of Mr. Norona's equity grants upon termination of employment is controlled by the terms of the respective equity awards, and revises the Termination Bonus Payment, as defined in the Employment Agreement, to be the average of annual bonuses paid to Mr. Norona for the past five fiscal years rather three fiscal years.

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by the full text of the Third Amendment, which is filed as Exhibit 10.40 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

   10.40    Third Amendment to Employment Agreement between Advance Auto Parts,
            Inc. and Michael A. Norona, effective June 4, 2013.

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