ADVANCE AUTO PARTS, INC.
2004 LONG-TERM INCENTIVE PLAN
(Amended and Restated as of April 17, 2008)
SECTION 1. PURPOSE. The purposes of the 2004 Long-Term Incentive Plan (the “Plan”) are to encourage
selected Employees and Directors of Advance Auto Parts, Inc., a Delaware corporation (“Advance Auto” or the
“Company”), and its Affiliates to acquire a proprietary and vested interest in the growth, development and
financial success of the Company, to generate an increased incentive to contribute to the Company’s future
success and prosperity, thus enhancing the value of the Company for the benefit of stockholders, and to enhance
the ability of the Company and its Affiliates to attract and retain individuals of exceptional managerial talent upon
whom, in large measure, the sustained progress, growth and profitability of the Company depends.
The Company has previously adopted the Advance Auto Parts, Inc. 2001 Executive Stock Option Plan and the
Advance Auto Parts, Inc. 2001 Senior Executive Stock Option Plan (collectively, the “Predecessor Plans”),
which were established to provide similar equity-based compensation incentives through the grant of stock
options. Effective upon the adoption of the Plan by stockholders of the Company, the Predecessor Plans will be
merged into this Plan, thereby making available for the grant of awards under this Plan any authorized but unused
Shares (as herein defined) not already used for such purpose under the Predecessor Plans. All outstanding option
grants under the Predecessor Plans shall continue in full force and effect, subject to their original terms, after the
Predecessor Plans are merged into the Plan under the terms and conditions noted above.
SECTION 2. DEFINITIONS . As used in the Plan, the following terms shall have the meanings as set forth
(a) “Affiliate” shall mean (i) any Person that directly, or through one or more intermediaries,
controls, or is controlled by, or is under c