EXHIBIT 10.18
ADVANCE HOLDING CORPORATION
1998 EMPLOYEE STOCK SUBSCRIPTION PLAN
Section 1. Description of Plan. This is the 1998 Employee Stock
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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 directors who are designated
as "independent" members of the company's Board of Directors (the "Board") and
the officers, key employees and consultants of the Company and the Subsidiaries,
including those directors of the Company and the Subsidiaries who are also
officers, key employees and/or consultants (each, a "Participant").
Section 4. Administration. The Plan shall be administered by the
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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 450,000 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
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any state and/or federal law or rulings and regulations of any government
regulatory body and the 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 with
holding 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 of
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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 and
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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 contained
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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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