Napa Auto Parts 2010 Annual Report Download - page 97

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The phrase “from the Participant’s Account” is added after the phrase “Any person or persons designated by a Participant, in accordance with procedures
established by the Committee, to receive benefits” in the definition of the term “Beneficiary”.
The phrase “either (1)” is added after the phrase “the Beneficiary shall be the Participant’s Beneficiary under” in the second sentence in the definition of the
term “Beneficiary”.
The phrase “or any successor plan” is deleted from the second sentence in the definition of the term “Beneficiary” and replaced with the following “(if the
Participant has an account balance in the Genuine Partnership Plan) or (2) the Genuine Parts Company 401(k) Savings Plan (if the Participant has an account
balance in the Genuine Parts Company 401(k) Savings Plan). In the event the Participant has an account balance in both 401(k) plans, the default Beneficiary
shall be determined by reference”.
The phrase “or salary” is deleted from the definition of the term “Bonus” and is replaced with the following”, salary, irregular pay, commissions, awards,
reimbursements, welfare benefits, stock grants or gain recognized under any stock or stock based plan.”
A new paragraph is added after the definition of the term “Bonus” as follows:
“Bonus Deferral Account. The bookkeeping account to which Bonuses which are deferred by a Participant shall be recorded and in which income or loss
shall be credited in accordance with the Plan. Prior to January 1, 2011, all Bonuses deferred under the Plan were accounted for in one Account for each
Participant (“Pre-2011 Bonus Deferral Account”) since such deferred Bonuses will be distributed at the same time and in the same manner (except as
provided in Section 4.05(b)). Beginning on January 1, 2011, a Participant may elect a different payment date and/or different payment form for each
Bonus deferred during a calendar year (effective with the Bonus earned during the 2011 calendar year). Accordingly, the Committee shall maintain a
different Bonus Deferral Account on behalf of each Participant for each calendar year beginning on January 1, 2011 (e.g., 2011 Bonus Deferral Account,
2012 Bonus Deferral Account, etc.)”
The phrase “and its corporate” in the definition of the term “Company” is deleted and replaced with the phrase “, its subsidiaries and their corporate”.
The definition of the term “Effective Date” is hereby deleted.
A new sentence is added at the end of the definition of the term “Election Form”, as follows: “The Committee may designate one form to defer Bonuses
under the Plan and designate a separate form to defer Salary under this Plan.”
The definition of the term “Executive Committee” is hereby deleted.
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