EXHIBIT 10.16
ADVANCE HOLDING CORPORATION
1998 SENIOR EXECUTIVE STOCK SUBSCRIPTION PLAN
Section 1. Description of Plan. This is the 1998 Senior Executive
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Stock Subscription Plan, dated April 15, 1998 (the "Plan"), of Advance Holding
Corporation, a Virginia corporation (the "Company"). Under the Plan, certain
directors, officers, key employees and consultants of the Company or any of the
directly or indirectly owned subsidiaries of the Company (individually, a
"Subsidiary," and collectively, the "Subsidiaries"), to be selected as set forth
below, may be issued shares of the Common Stock, $.01 par value per share, of
the Company (the "Common Stock").
Section 2. Purpose of Plan. The purpose of the Plan and the issuance
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and sale of the shares of Common Stock to specified persons is to further the
growth, development and financial success of the Company and the Subsidiaries by
providing additional incentives to certain directors, officers, key employees
and consultants. By assisting such persons in acquiring shares of Common Stock,
the Company can ensure that such persons will themselves benefit directly from
the Company's and the Subsidiaries' growth, development and financial success.
Section 3. Eligibility. The persons who shall be eligible to receive
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shares of Common Stock under the Plan shall be the senior executive officers of
the Company and the Subsidiaries (each, a "Participant").
Section 4. Administration. The Plan shall be administered by the
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Company's Board of Directors (the "Board") or, at the Board's option, by a
compensation committee established by the Board (the Board and such committee,
the "Committee") who shall be empowered to interpret and administer the Plan in
its sole discretion.
Section 5. Shares Subject to the Plan. The number of shares of Common
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Stock which may be issued pursuant to the Plan shall not exceed 400,000 subject
to adjustment to reflect any distribution of shares of capital stock or other
securities of the Company or any successor or assign of the Company which is
made in respect of, in exchange for or in substitution of the shares of Common
Stock by reason of any stock dividend, stock split, reverse split, combination,
recapitalization, reclassification, merger, consolidation or otherwise. In the
event that any shares of Common Stock issued pursuant to the Plan are reacquired
by the Company, such shares of Common Stock shall again become available for
issuance under the Plan.
Section 6. Issuance of Shares of Common Stock. The Company's
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obligation to issue shares of Common Stock pursuant to the Plan is expressly
conditioned upon the completion by the Company of any registration or other
qualification of such shares of Common Stock under any state and/or federal law
or rulings and regulations of any government regulatory body and the
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making of such investment representations or other representations and
undertakings by a Participant (or such person's legal representative, heir or
legatee, as the case may be) in order to comply with the requirements of any
exemption from any such registration or other qualification of such shares of
Common Stock which the Company in its sole discretion shall deem necessary or
advisable.
Section 7. Stock Subscription Agreement. The shares of Common Stock
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issued and sold pursuant to the Plan shall be evidenced by a written stock
subscription agreement (the "Stock Subscription Agreement"). The Stock
Subscription Agreement shall contain such terms and conditions as the Committee
deems desirable and which are not inconsistent with the Plan.
Section 8. Withholding of Taxes. The Company or a Subsidiary, as the
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case may be, may deduct and withhold from the wages, salary, bonus and other
income paid by the Company or such Subsidiary to a Participant the requisite tax
upon the amount of taxable income, if any, recognized by such person in
connection with the issuance of shares of Common Stock, as may be required from
time to time under any federal or state tax laws and regulations. This
withholding of tax shall be made from the Company's (or such Subsidiary's)
concurrent or next payment of wages, salary, bonus or other income to a
Participant or by payment to the Company (or such Subsidiary) by the such person
of the required withholding tax, as the Committee may determine.
Section 9. Effectiveness and Termination of Plan. The Plan shall be
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effective on the date on which it is adopted by the Board and the Board may in
its sole discretion terminate the Plan at any time.
Section 10. Amendment of Plan. The Committee may make such
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amendments to the Plan and, with the consent of each Participant affected, to
the terms and conditions of the Stock Subscription Agreement as it shall deem
advisable.
Section 11. Indemnification. In addition to such other rights
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of indemnification as they may have as directors, the members of the Board and
the Committee shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal thereof, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan, and
against all amounts paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Board or Committee
member is liable for negligence or misconduct in the performance of his or her
duties; provided that within 60 days after institution of any such action, suit
or proceeding such Board or Committee member shall in writing offer the Company
the opportunity, at the Company's expense, to handle and defend the same.
Section 12. Governing Law. The Plan shall be construed under
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and governed by the laws of the Commonwealth of Virginia without regard to
conflict of law provisions thereof.
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Section 13. Not an Employment or Other Agreement. Nothing
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contained in the Plan or in any Stock Subscription Agreement shall confer,
intend to confer or imply any rights of employment or rights to any other
relationship or rights to continued employment by, or rights to a continued
relationship with, the Company or any Subsidiary in favor of any Participant or
limit the ability of the Company or any Subsidiary to terminate, with or without
cause, in its sole and absolute discretion, the employment of, or relationship
with, any Participant subject to the terms of any written employment or other
agreement to which a Participant is a party.
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