ADVANCE AUTO PARTS INC (Form: 8-K, Received: 11/13/2015 17:30:00)

SEC 873 (03/2003) Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

OMB APPROVAL

OMB Number: 3235-0060

Expires: March 31, 2018

Estimated average burden

hours per response..............5.71

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 11, 2015

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-16797	54-2049910
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



5008 Airport Road, Roanoke, Virginia	24012
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (540) 362-4911

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement.

On November 11, 2015, Advance Auto Parts, Inc. (the “Company”) entered into an Agreement (the “Agreement”) with Starboard Value LP and certain of its affiliates (collectively, “Starboard”) regarding the membership and composition of the Company’s board of directors (the “Board”).

Pursuant to the Agreement, the Board agreed to immediately appoint Jeffrey C. Smith, the Managing Member, CEO and Chief Investment Officer of Starboard, as a director of the Company. In addition, Starboard will be entitled to recommend two additional independent nominees to serve as directors of the Company (the “Independent Appointees”), each of whom must be reasonably acceptable to the Board. The Company has also agreed to nominate two additional independent directors (the “Independent Nominees” and, together with the Independent Appointees, the “New Independent Directors”) for election at the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”). The Agreement further provides that following the conclusion of the 2016 Annual Meeting, the size of the Board will be no more than thirteen directors.

Pursuant to the Agreement, the Nominating and Corporate Governance Committee of the Board will be comprised of Mr. Smith (as chairman) and John Ferraro, the Company’s lead independent director. The Agreement provides that the Nominating and Corporate Governance Committee will initiate a process for selecting a chief executive officer of the Company as successor to Darren R. Jackson (who has informed the Board of his intention to retire as discussed below in Item 5.02), with the CEO search process to be overseen by the Nominating and Corporate Governance Committee together with Jack Brouillard, the Company’s executive chairman.

In accordance with the Agreement, the Board agreed to appoint Mr. Smith as a member of the Compensation and Finance Committees of the Board. The Agreement further provides that each committee of the Board (other than the Nominating and Corporate Governance Committee) will include one New Independent Director.

Under the terms of the Agreement, from the date of the Agreement until the earlier of (i) 15 business days prior to the deadline for the submission of stockholder nominations for the Company’s 2017 annual meeting of stockholders and (ii) 130 days prior to the first anniversary of the 2016 Annual Meeting, Starboard has agreed not to, among other things, (a) solicit proxies regarding any matter to come before any annual or special meeting of stockholders of the Company, including the election of directors, (b) enter into a voting agreement or any “group” with stockholders of the Company, other than Starboard affiliates, (c) encourage any person to submit nominees in furtherance of a contested solicitation for the election or removal of directors or (d) submit any proposal for consideration by stockholders of the Company at any annual or special meeting of stockholders. Starboard has also generally agreed to vote all shares of Company common stock beneficially owned by Starboard in accordance with the Company’s recommendations at the 2016 Annual Meeting.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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

On November 11, 2015, the Board appointed the Company’s President, George E. Sherman, to the additional role of interim Chief Executive Officer, effective January 3, 2016, to succeed Darren R. Jackson, the Company’s current CEO, who will retire as CEO and as a member of the Board on January 2, 2016. Additionally, the Board named current Board Chair John C. Brouillard to the role of Executive Chairman, and current Board member John F. Ferraro as the Board’s lead independent director, each effective November 12, 2015. Biographical information regarding Messrs. Sherman, Brouillard and Ferraro may be found in the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 6. 2015 (the “2015 Proxy Statement”) under the captions “Information Concerning our Executive Officers” and “Nominees for Election to Our Board,” respectively, and is incorporated by reference herein.

On November 11, 2015, the Company and Mr. Sherman entered into a Second Amendment to the Employment Agreement between the Company and Mr. Sherman dated as of April 29, 2013 (the “Second Amendment”). The Second Amendment, which became effective November 11, 2015, provides that beginning on November 15, 2015 and continuing for such time as Mr. Sherman serves as the Company’s interim CEO, his base salary will be $950,000. Commencing with the Company’s 2016 fiscal year, his annual target bonus opportunity will be increased from 100% to 135%, with a maximum bonus opportunity of 200% of the annual target bonus amount, based on the Company’s performance as measured against performance criteria established by the Board’s Compensation Committee. In addition, on December 1, 2015, Mr. Sherman will receive an annual long-term incentive (“LTI”) grant, valued at $1,800,000 as of the date of the grant, pursuant to the Company’s 2014 Long-Term Incentive Plan and comprised of performance-based stock appreciation rights and time-based restricted stock units (RSUs) with vesting terms consistent with Mr. Sherman’s outstanding LTI grants which are described in the Company’s 2015 Proxy Statement. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second Amendment, a copy of which will be filed as an exhibit to the Company’s 2015 Annual Report on Form 10-K.

On November 11, 2015, the Company entered into a Mutual Separation and Release Agreement (the “Release Agreement”) with Mr. Jackson, effective upon his retirement from the Company, under which he will receive severance benefits consistent with the provisions of his employment agreement with the Company, dated as of January 7, 2008, as subsequently amended, and described in the Company’s 2015 Proxy Statement, including payment of an amount equal to one times his annual base salary and the average of the bonus payments made to him for the fiscal years 2013 through 2015. The Company has also agreed to provide Mr. Jackson with certain additional benefits, including treatment as a retiree for purposes of his outstanding equity grants. Mr. Jackson has agreed to certain non-competition and non-solicitation obligations as well as to cooperate as needed by the Company for a period of two years. The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by the full text of the Release Agreement, a copy of which will be filed as an exhibit to the Company’s 2015 Annual Report on Form 10-K.

On November 11, 2015, the Company entered into a compensation arrangement (the “Letter Agreement”) with Mr. Brouillard, effective November 12, 2015, with regard to his role as Executive Chairman. During Mr. Brouillard’s tenure as Executive Chairman, he will be entitled to receive a base salary of $500,000 per annum. In addition, on December 1, 2015, he will receive a grant of RSUs valued at $500,000 as of the date of grant and vesting on December 1, 2016. If Mr. Brouillard’s tenure as Executive Chair and/or as a director of the Company ends prior to December 1, 2016, other than on account of his voluntary resignation, the RSUs will vest on December 1, 2016, in an amount based on the portion of time that he served as an employee and/or director as a percentage of the full one-year vesting period. If he voluntarily resigns prior to December 1, 2016, the RSUs will be forfeited. During his tenure as Executive Chairman, Mr. Brouillard has agreed to forego compensation as a non-employee director. The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by the full text of the Letter Agreement, which will be filed as an exhibit to this Company’s 2015 Annual Report on Form 10-K.

Pursuant to the Settlement Agreement described above in Item 1.01, on November 11, 2015, the size of the Board was increased from 12 members to 13 members and Jeffrey C. Smith was appointed as a director of the Company, effective November 12, 2015. Mr. Smith has been appointed as the Chair of the Board's Nominating and Corporate Governance Committee and as a member of the Board’s Compensation and Finance Committees. Mr. Smith’s compensation for his services as a non-employee director will be consistent with the Company's compensation practices for non-employee directors described in the Company's 2015 Proxy Statement under the caption “Director Compensation.”

Mr. Smith, age 43, is a Managing Member, CEO and Chief Investment Officer of Starboard Value LP, a New York-based investment adviser that invests in publicly traded U.S. companies, a position he has held since April 2011. Prior to founding Starboard, he was a Partner Managing Director of Ramius LLC, an investment adviser, and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd., a private investment fund. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development and a member of the board of directors of The Fresh Juice Company, Inc., a company engaged in the production, marketing, and sale of fresh and frozen fresh-squeezed fruit juices and other non-carbonated beverages to both food service and retail customers. Mr. Smith currently serves as Chairman of the board of directors of Darden Restaurants, Inc., a full service restaurant chain, a position he has held since October 2014. Previously, he served on the boards of directors of Quantum Corporation, a global expert in data protection and big data management, from May 2013 to May 2015; Office Depot, Inc., an office supply company, from August 2013 to September 2014; Regis Corporation, which owns, operates and franchises hair and retail product salons, from October 2011 to October 2013; Surmodics, Inc., a provider of drug delivery and surface modification technologies to the healthcare industry, from January 2011 to August 2012; Zoran Corporation, a provider of digital solutions in the digital entertainment and digital imaging market from March 2011 until its merger that same year with CSR plc; Phoenix Technologies Ltd., a provider of core systems software products, services, and embedded technologies, from November 2009 until its sale in November 2010; Actel Corporation, a provider of power management solutions, from March 2009 until its sale in October 2010; S1 Corporation, a provider of customer interaction software for financial and payment services, from May 2006 to September 2008; and Kensey Nash Corporation, a medical technology company, from December 2007 to February 2009. Mr. Smith began his career in the Mergers and Acquisitions department at Société Generale.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 11, 2015, the Board adopted an amendment to Section 2.03 of the Amended and Restated By-Laws of the Company to provide that the number of directors constituting the Board of Directors shall be not less than seven (7) nor more than eighteen (18), effective as of November 12, 2015. A copy of the Amended and Restated By-Laws is attached as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01 Other Events.

On November 12, 2015, the Company issued press releases announcing the Company’s entry into the Agreement described in Item 1.01 and the leadership transition described in Item 5.02, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



	Exhibit Number

	3.1	Amended and Restated By-Laws of Advance Auto Parts, Inc., effective as of November 12, 2015.
	10.1	Agreement, dated as of November 11, 2015, by and among Advance Auto Parts, Inc. and Starboard.
	99.1	Press Release of Advance Auto Parts, Inc., dated November 12, 2015, announcing entry into the Agreement.
	99.2	Press Release of Advance Auto Parts, Inc., dated November 12, 2015, announcing leadership transition.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		ADVANCE AUTO PARTS, INC.
		(Registrant)

		/s/ Michael A. Norona
		(Signature)*
		Michael A. Norona
		Executive Vice President and Chief Financial Officer

* Print name and title of the signing officer under his signature.

EXHIBIT INDEX



Exhibit Number

3.1	Amended and Restated By-Laws of Advance Auto Parts, Inc., effective as of November 12, 2015.
10.1	Agreement, dated as of November 11, 2015, by and among Advance Auto Parts, Inc. and Starboard.
99.1	Press Release of Advance Auto Parts, Inc., dated November 12, 2015, announcing entry into the Agreement.
99.2	Press Release of Advance Auto Parts, Inc., dated November 12, 2015, announcing leadership transition.

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

ADVANCE AUTO PARTS,

INC.

Effective November 12, 2015

TABLE OF CONTENTS

Page



I.	OFFICES		1
	Section 1.01	Registered Office	1
	Section 1.02	Other Offices	1
II.	STOCKHOLDERS		1
	Section 2.01	Place of Meetings	1
	Section 2.02	Annual Meetings	1
	Section 2.03	Special Meetings	1
	Section 2.04	Notice of Stockholder Business and Nomination	1
	Section 2.05	Submission of Questionnaire, Representation and Agreement	7
	Section 2.06	Notice of Meetings	7
	Section 2.07	Waiver of Notice	7
	Section 2.08	Quorum	8
	Section 2.09	Adjourned Meetings	8
	Section 2.10	Voting	8
	Section 2.11	Proxies	9
	Section 2.12	Fixing Date for Determination of Stockholders of Record	9
	Section 2.13	Action by Written Consent of Stockholders	10
	Section 2.14	Stockholder List	10
	Section 2.15	Voting Procedures and Inspectors of Elections	11
III.	BOARD OF DIRECTORS		12
	Section 3.01	General Powers; Organization	12
	Section 3.02	Number, Qualification and Term of Office	12
	Section 3.03	Resignation and Removal; Vacancies	12
	Section 3.04	Regular Meetings	12
	Section 3.05	Special Meetings	12
	Section 3.06	Notice of Special Meetings	12
	Section 3.07	Waiver of Notice	13
	Section 3.08	Quorum	13
	Section 3.09	Committees of Directors	13
	Section 3.10	Lead Director	14
	Section 3.11	Conference Communications	14
	Section 3.12	Action by Written Consent of Directors	14
	Section 3.13	Compensation	14

TABLE OF CONTENTS

(continued)

Page



IV.	OFFICERS		14
	Section 4.01	Number	14
	Section 4.02	Election, Term of Office and Qualifications	14
	Section 4.03	Compensation	14
	Section 4.04	Registration and Removal; Vacancies	15
	Section 4.05	Chief Executive Officer	15
	Section 4.06	Chair of the Board	15
	Section 4.07	President	15
	Section 4.08	Vice Presidents	15
	Section 4.09	Secretary	15
	Section 4.10	Treasurer	16
	Section 4.11	Authority and Other Duties	16
V.	INDEMNIFICATION		16
	Section 5.01	Indemnification	16
	Section 5.02	Insurance	17
	Section 5.03	Expenses Payable in Advance	18
VI.	STOCK		18
	Section 6.01	Certificates for Stock	18
	Section 6.02	Issuance of Stock	18
	Section 6.03	Partly Paid Stock	19
	Section 6.04	Registered Stockholders	19
	Section 6.05	Transfer of Stock	19
	Section 6.06	Lost, Stolen or Destroyed Certificates	19
	Section 6.07	Facsimile Signatures	19
VII.	MISCELLANEOUS		20
	Section 7.01	Dividends	20
	Section 7.02	Interested Directors and Officers	20
	Section 7.03	Voting Securities Held by the Corporation	20
	Section 7.04	Execution of Instruments	21
	Section 7.05	Advances	21
	Section 7.06	Fiscal Year	21
	Section 7.07	Corporate Seal	21
	Section 7.08	Form of Records	21
	Section 7.09	Power to Amend	21

I. Offices .

Section 1.01 Registered Office . The Corporation shall maintain a registered office and registered agent within the State of Delaware at such place as may be designated from time to time by the Board of Directors of the Corporation.

Section 1.02 Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

II. Stockholders .

Section 2.01 Place of Meetings . Meetings of stockholders may be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors, the Chief Executive Officer of the Corporation or the Chair of the Board of Directors.

Section 2.02 Annual Meetings . An annual meeting of stockholders shall be held in each calendar year for the election of directors on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting, provided that such business is properly brought before the meeting.

Section 2.03 Special Meetings . A special meeting of stockholders, for any purpose or purposes, may be called only by the Chief Executive Officer, the Chair of the Board of Directors, the Board of Directors, or stockholders who hold, continuously for at least one year, at least 25 percent, in the aggregate, of the outstanding common stock of the Corporation, and may not be called by any other person or persons. Business transacted at any special meeting shall be limited to the purposes stated in the notice of the meeting sent by the Corporation subject to the nomination procedures for directors set forth in Section 2.04(b) of these By-Laws.

Section 2.04 Notice of Stockholder Business and Nominations .

(a) Annual Meetings of Shareholders .

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or a supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) properly brought before the meeting by a stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in Section 2.04 of these By-Laws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in Section 2.04 of these By-Laws as to such business or nomination; clause (C) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

(2) Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.04(a)(1)(C) of these By-Laws, the stockholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for stockholder action.

(A) To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 150th day and not later than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 150th day prior to the date of such annual meeting and not later than the close of business on the later of the 120th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 130 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(B) To be in proper form, a stockholder’s notice (whether given pursuant to Section 2.04(a)(2) or Section 2.04(b) of these By-Laws) to the Secretary must set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, the following information together with a representation as to the accuracy of the information:

(i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any,

(ii) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and/or of record by such stockholder and such beneficial owner, if any,

(iii) a description of any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation,

(iv) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation,

(v) a description of any short interest in any security of the Corporation (for purposes of these By-Laws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security),

(vi) a description of any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation,

(vii) a description of any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and

(viii) a description of any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any,

(ix) a description of any arrangements, rights, or other interests described in Sections 2.04(a)(2)(B)(i)- (viii) of these By-Laws held by members of such stockholder’s immediate family sharing the same household, and

(x) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

Such information shall be provided as of the date of the notice, and such information, as well as any other information reasonably requested by the Corporation after the date of the notice, shall be supplemented by such stockholder not later than 10 days after the record date for the meeting to disclose such ownership as of the record date.

(C) If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth:

(i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, and

(ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder.


(D)	Set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors:

(i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and

(ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant.

(E) With respect to each nominee for election or reelection to the Board of Directors, such stockholder shall include a completed and signed questionnaire, representation and agreement required by Section 2.05 of these By-Laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in Section 2.04(a)(2)(A) of these By-Laws to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 130 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by Section 2.04 of these By-Laws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders .

(1) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (A) by or at the direction of the Board of Directors or (B) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in this By-Law and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in Section 2.04 of these By-Laws as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.04(a) of this By-Law with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.05 of these By-Laws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 150th day prior to the date of such special meeting and not later than the close of business on the later of the 120th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 130 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in Section 2.04 of these By-Laws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the Chair of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these By-Laws and, if any proposed nomination or business is not in compliance with Section 2.04 of these By-Laws, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(2) For purposes of these By-Laws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of Section 2.04 of these By-Laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Section 2.04 of these By-Laws; provided, however, that any references in these By-Laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.04(a)(1)(C) or Section 2.04(b) of these By-Laws. Nothing in these By-Laws shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these By-Laws.

(4) The Chair of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination or business proposal was not made in accordance with the procedures prescribed by these By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded or that such proposed business shall not be transacted.

Section 2.05 Submission of Questionnaire, Representation and Agreement . To be eligible to be a nominee by a stockholder for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.04 of these By-Laws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person:

(a) is not and will not become a party to:

(1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or

(2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law,

(b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and

(c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

Section 2.06 Notice of Meetings . A written notice stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of such meeting to each stockholder of record of the Corporation entitled to vote at such meeting. Such notice shall be personally delivered or mailed and, if mailed, shall be deemed to be given when deposited in the mail, postage prepaid, addressed to the stockholder’s mailing address shown upon the records of the Corporation.

Section 2.07 Waiver of Notice . Notice of any meeting of stockholders may be waived either before or after such meeting in a writing signed by the person or persons entitled to the notice. Attendance of a person at a meeting also shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.08 Quorum . At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-Laws, the holders of a majority of the outstanding capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If a quorum is once present at the meeting, the stockholders may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.09 Adjourned Meetings . The stockholders present at any meeting may, by majority vote, adjourn the meeting from time to time to a later day or hour or to another place. The stockholders entitled to vote at any meeting at which a quorum is not present in person or represented by proxy may so adjourn the meeting until a quorum shall be present or represented. If any adjournment is for more than 30 days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Otherwise, notice of any adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. At an adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally convened.

Section 2.10 Voting .

(a) Except as otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall have one vote for each share of stock having voting power upon the matter in question that is held by such stockholder and registered in the stockholder’s name on the books of the Corporation as of the applicable record date. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

(b) The vote upon any election or question before a meeting, other than the election of directors, need not be by written ballot, and need not be conducted by inspectors, unless otherwise determined by the Board of Directors or the officer presiding at the meeting or otherwise provided in Section 2.15. All such elections and questions at a meeting shall be decided by a majority vote of the shares entitled to vote on the subject matter, the holders of which are present in person or represented by proxy at the meeting at the time of the vote, except where otherwise required by the laws of Delaware, the Certificate of Incorporation or these By-Laws.

(c) Each director to be elected by stockholders shall be elected by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at such meeting and entitled to vote on the election of directors. For purposes of this Section 2.10(c), a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. For purposes of this Section 2.10(c), votes cast shall include votes to withhold authority in each case and exclude abstentions and broker non-votes.

(d) If a director has resigned and his or her resignation is accepted by the Board of Directors, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.03 or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.02.

Section 2.11 Proxies .

(c) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy by an instrument executed in writing, provided that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing with the Secretary of the Corporation an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

(d) A stockholder may sign or authorize the written authorization by telegram, facsimile or other means of electronic transmission setting forth or submitted with information sufficient to determine that the stockholder authorized such transmission. If it is determined that such telegrams, facsimiles or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile, telecommunication or other reproduction of the original writing or transmission may be used in lieu of the original, provided that it is a complete reproduction of the entire original.

(e) If any written authorization designates two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.

Section 2.12 Fixing Date for Determination of Stockholders of Record .

(a) For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date not more than 60 nor less than 10 days before the date of any such meeting. If no record date is fixed, the record date for such purpose shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) For the purpose of determining the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date not more than 10 days after the date upon which the resolution fixing the record date for such written action is adopted by the Board of Directors. If no record date is fixed and prior action of the Board of Directors with respect to the subject of such written action is not required by the Delaware General Corporation Law, the record date for such purpose shall be at the close of business on the first day on which a written consent signed by a stockholder is delivered to the Corporation by delivery to the registered office of the Corporation in Delaware (which shall be by hand or by certified or registered mail, return receipt requested), to the principal place of business of the Corporation, or to the officer or agent of the Corporation having custody of the Corporation’s minutes of stockholders’ meetings and proceedings. If no record date is fixed and prior action of the Board of Directors with respect to the subject of such written action is required by the Delaware General Corporation Law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) For the purpose of determining the stockholders entitled to receive any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action not specified elsewhere in this Section 2.12, the Board of Directors may fix a record date not more than 60 days before any such action. If no record date is so fixed, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d) In no event shall any record date fixed by the Board of Directors pursuant to this Section 2.12 precede the date upon which the resolution fixing the record date is adopted by the Board of Directors.

Section 2.13 Action by Written Consent of Stockholders . Subject to the rights of the holders of any series of preferred stock with respect to such series of preferred stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders.

Section 2.14 Stockholder List . The officer who has charge of the stock ledger shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.15 Voting Procedures and Inspectors of Elections . The following provisions shall apply at such time as the Corporation shall have a class of voting stock that is (1) listed on a national securities exchange, (2) authorized for quotation on an inter-dealer quotation system of a registered national securities association, or (3) held of record by more than 2,000 stockholders.

(a) The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.

(b) The inspectors shall: (1) ascertain the number of shares outstanding and the voting power of each; (2) determine the shares represented at a meeting and the validity of proxies and ballots; (3) count all votes and ballots; (4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (5) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with an appointment of proxy by electronic transmission, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to clause (b)(5) of this Section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

III. Board of Directors .

Section 3.01 General Powers; Organization . The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the Delaware General Corporation Law or by the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders. The Board of Directors may annually elect a Chair of the Board from among its members who shall preside at its meetings. The Secretary shall act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting. Any meeting of the Board of Directors may be held within or without the State of Delaware.

Section 3.02 Number, Qualification and Term of Office . The number of directors constituting the Board of Directors shall be fixed from time to time by resolution of the Board of Directors, but shall be not less than seven (7) nor more than eighteen (18). Except as otherwise provided in the Certificate of Incorporation and except as provided in Section 3.03 of these By-Laws, the directors shall be elected at the annual meeting of the stockholders and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

Section 3.03 Resignation and Removal; Vacancies .

(a) Any director may resign at any time upon giving written notice to the Secretary of the Corporation, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. Directors may be removed only in accordance with the applicable provisions of the Delaware General Corporation Law and any applicable provisions of the Certificate of Incorporation.

(b) Vacancies (whether existing or to take effect at a future date), and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class, may only be filled by a majority of the directors then in office (including those who have resigned from the Board effective as of a future date), in their sole discretion and whether or not constituting less than a quorum, and the directors so chosen shall hold office until the next election of directors and until their successors are duly elected and qualified, or until their earlier resignation, retirement or removal.

Section 3.04 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place as may be designated from time to time by the Board of Directors.

Section 3.05 Special Meetings . Special meetings of the Board of Directors may be called from time to time by the Chair of the Board of Directors, if any, or the Chief Executive Officer, and upon request by any two directors, shall be called by the Chair of the Board of Directors or the Chief Executive Officer.

Section 3.06 Notice of Special Meetings . Notice of each special meeting of the Board of Directors stating the place, date and hour of the meeting shall be given to each director by mail not less than 48 hours, or personally or by telephone, telegram, facsimile or other electronic transmission not less than 48 hours before the date and hour of the meeting.

Section 3.07 Waiver of Notice . Notice of any meeting of the Board of Directors may be waived either before or after such meeting in a writing signed by each director or directors to whom the notice was not duly given. Attendance of a director at a meeting also shall constitute a waiver of notice of such meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08 Quorum . Unless otherwise specifically provided by the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors a majority of the total number of directors shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.09 Committees of Directors .

(a) The Board of Directors may, by resolution adopted by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and to have such name as may be determined by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

(b) Subject to subsection (c) of this Section 3.09 and to the Delaware General Corporation Law, any committee may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent provided in the resolution designating the committee, and may authorize the corporate seal, if any, to be affixed to all papers that may require it.

(c) No committee shall have the power or authority to amend the Certificate of Incorporation of the Corporation (except as permitted by the Delaware General Corporation Law), to adopt an agreement of merger or consolidation under Section 251 or 252 of the Delaware General Corporation Law, to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or to amend the By-Laws of the Corporation; and, unless the resolution establishing the committee or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law.

(d) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Unless the Board of Directors otherwise provides, each committee may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these By-Laws.

Section 3.10 Lead Director. The Board of Directors may, by resolution adopted by a majority of the total number of directors, designate a director to be a Lead Director. The Lead Director shall have the powers and duties as determined by the Board of Directors.

Section 3.11 Conference Communications . Directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by means of a conference telephone or other comparable communications equipment which all persons participating in the meeting can hear and communicate with each other. For the purpose of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section 3.11 shall be deemed present in person at the meeting.

Section 3.12 Action by Written Consent of Directors . Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all directors or committee members consent thereto in writing, manually or by electronic transmission, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 3.13 Compensation . The Board of Directors shall have the authority to fix the compensation of directors.

IV. Officers .

Section 4.01 Number . The Board of Directors shall elect a Chief Executive Officer, a President and a Secretary, and it may, if it so determines, elect a Chair of the Board from among its members. The Board of Directors may also choose a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or any other officers or agents as the Board of Directors may designate. Any person may hold two or more offices.

Section 4.02 Election, Term of Office and Qualifications . The Board of Directors shall elect the officers of the corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties not inconsistent with these By-Laws as shall be determined from time to time by the Board of Directors. All officers of the Corporation shall hold their offices until their respective successors are elected and qualified, or until their respective offices are eliminated by vote of the Board of Directors, or until their earlier resignation, retirement or removal. Officers may be, but need not be, directors.

Section 4.03 Compensation . The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors or a committee thereof or by the Chief Executive Officer if authorized by the Board of Directors or a committee thereof.

Section 4.04 Registration and Removal; Vacancies .

(a) Any officer may resign at any time upon written notice to the Corporation. Any such resignation, however, shall be without prejudice to any contract rights of the Corporation as to such officer.

(b) Any officer may be removed from office, with or without cause, by a vote of the Board of Directors. Any such removal, however, shall be without prejudice to any contract rights of such officer as to the Corporation.

Section 4.05 Chief Executive Officer . If the Board of Directors has not otherwise designated a Chief Executive Officer, the Board of Directors may designate the Chair, if any, or the President as the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have the general powers and duties of management and supervision usually vested in and imposed upon the Chief Executive Officer of a corporation. During the absence or disability of the President, the Chief Executive Officer shall exercise all the powers and discharge all the duties of the President.

Section 4.06 Chair of the Board . The Chair, if one is elected, shall preside at all meetings of the Board of Directors, except in the event that it is appropriate for the Lead Director to preside. The Chair shall preside at all meetings of the stockholders. During the absence or disability of the Chair, the Chief Executive Officer shall preside at meetings of the stockholders. During the absence or disability of the Chief Executive Officer and the President, the Chair shall exercise all the powers and discharge all the duties of the Chief Executive Officer.

Section 4.07 President . The President, subject to the control of the Board of Directors and the Chief Executive Officer of the Corporation, shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors and directives of the Chief Executive Officer are carried into effect. During the absence or disability of the Chief Executive Officer, the President shall exercise all the powers and discharge all the duties of the Chief Executive Officer.

Section 4.08 Vice Presidents . During the absence or disability of the Chief Executive Officer and the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors or, in the absence of any designation, in the order they were first elected as Vice Presidents) shall perform the duties and have the authority of the President.

Section 4.09 Secretary . The Secretary (or in the absence of the Secretary, any Assistant Secretary or other person appointed by the Chair to serve as Acting Secretary) shall keep the minutes of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Secretary shall maintain the stock ledger and prepare the stockholder list as required by these By-Laws. The Secretary shall duly give notice of all meetings of the stockholders, the Board of Directors and committees of the Board, if any.

Section 4.10 Treasurer . The Treasurer, if any, shall keep accurate accounts of all moneys of the Corporation received or disbursed. He or she shall deposit all moneys, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board of Directors shall from time to time designate. The Treasurer shall have power to endorse for deposit all notes, checks and drafts received by the Corporation. The Treasurer shall render to the Board of Directors or the Chief Executive Officer of the Corporation, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 4.11 Authority and Other Duties . All officers of the Corporation shall be subject to the supervision and direction of the Board of Directors and, in addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such other duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors. Unless expressly prohibited by a resolution adopted by the Board of Directors, an officer elected or appointed by the Board may, without the approval of the Board, delegate some or all of the duties and powers of his or her office to other persons.

V. Indemnification .

Section 5.01 Indemnification . The Corporation shall indemnify its officers and directors, and former officers and directors, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by the Delaware General Corporation Law, as amended from time to time. The determination of whether any such person is eligible for indemnification under this Section 5.01 shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders; provided, however, that if a Change in Control (as defined below) has occurred and the person seeking indemnification so requests, a determination of whether such person is eligible for indemnification under this Section 5.01 shall be made in a written opinion rendered by independent legal counsel chosen by the person seeking indemnification and not reasonably objected to by the Board of Directors, and such determination shall be binding on the Corporation. The fees and expenses of such independent counsel shall be paid by the Corporation. For such purpose, (X) “independent legal counsel” shall mean legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or has performed services for the Corporation or the person seeking indemnification within the previous three years; and (Y) a “Change in Control” shall be deemed to have occurred if:

(i) a majority of the directors of the Corporation shall be persons other than persons (A) who were directors of the Corporation on the date this Section was adopted, (B) for whose election proxies shall have been solicited by the Board of Directors or (C) who are then serving as directors appointed by the Board of Directors ^- to fill vacancies on the Board of Directors caused by newly-created directorships or the death or resignation (but not removal) of a director;

(ii) thirty percent (30%) or more of the outstanding shares of voting stock of the Corporation is acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any successor rule thereto) by any person (other than the Corporation, a subsidiary of the Corporation or the person seeking indemnification) or group of persons, not including the person seeking indemnification, acting in concert;

(iii) the stockholders of the Corporation approve a definitive agreement or plan to (A) merge or consolidate the Corporation with or into another corporation (other than (1) a merger or consolidation with a subsidiary of the Corporation or (2) a merger in which the Corporation is the surviving corporation and no outstanding voting stock of the Corporation (other than fractional shares) held by stockholders immediately before the merger is converted into cash, securities, or other property), (B) sell or otherwise dispose of all or substantially all of the assets of the Corporation (in one transaction or a series of transactions) or (C) liquidate or dissolve the Corporation, unless a majority of the voting stock (or the voting equity interest) of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of the Corporation (in the case of a merger, consolidation or disposition of assets) is, immediately following the merger, consolidation or disposition of assets, beneficially owned by the person seeking indemnification or a group of persons, including the person seeking indemnification, acting in concert; or

(iv) the Corporation enters into an agreement in principle or a definitive agreement relating to an event described in clause (i), (ii) or (iii) above which ultimately results in an event described therein, or a tender or exchange offer or proxy contest is commenced which ultimately results in an event described therein.

Section 5.02 Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense asserted against or incurred by such person in or arising from that capacity, or arising out of his or her status as such, whether or not the Corporation would otherwise have the power or the obligation to indemnify the person against such liability or expense. The Corporation shall not be obligated under these By-Laws to make any payment in connection with any claim made against any person if and to the extent that such person has actually received payment therefore under any insurance policy or policies.

Section 5.03 Expenses Payable in Advance . Expenses (including attorneys’ fees and expenses) incurred by a director or officer, or a former director or officer, in defending, investigating, preparing to defend, or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against him or her, whether civil or criminal, shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt by the Corporation of a request therefore and an undertaking by or on behalf of the director or officer, or former director or officer, to repay such amounts if it ultimately shall be determined that he or she is not entitled to be indemnified by the Corporation.

VI. Stock .

Section 6.01 Certificates for Stock .

(a) The shares of stock of the Corporation shall be either certificated or uncertificated.

(b) Every holder of duly issued certificated shares of stock in the Corporation shall be entitled to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares owned by him or her. The certificates for such shares shall he numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chair, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and the seal of the Corporation, if any, shall be affixed thereto.

(c) A certificate representing shares of stock issued by the Corporation shall, if the Corporation is authorized to issue shares of more than one class or series, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of stock and the qualifications, limitations or restrictions of such preferences and/or rights of each class or series authorized to be issued.

(d) The Board of Directors may provide by resolution that some or all shares of any or all classes and series of the stock of the Corporation will be uncertificated. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.

Section 6.02 Issuance of Stock . The Board of Directors is authorized to cause to be issued stock of the Corporation up to the full amount authorized by the Certificate of Incorporation in such amounts and for such consideration as may be determined by the Board of Directors. No shares shall be allotted except in consideration of cash, labor, personal or real property (or leases thereof), or a combination of the foregoing, or of an amount transferred from surplus to stated capital upon a stock dividend. At the time of such allotment of stock, the Board of Directors shall state its determination of the fair value to the Corporation in monetary terms of any consideration other than cash for which shares are allotted. The amount of consideration to be received in cash or otherwise shall not be less than the par value of the shares so allotted. Stock so issued shall be fully paid and nonassessable. Treasury shares may be disposed of by the Corporation for such consideration as may be fixed by the Board of Directors, or by the stockholders if the Certificate of Incorporation so provides.

Section 6.03 Partly Paid Stock . The Corporation may issue the whole or any part of its stock as partly paid and subject to call for the remainder of the consideration to be paid therefore. The total amount of the consideration to be paid for any partly paid stock and the amount paid thereon shall be stated upon the face or back of each certificate issued to represent any such partly paid stock (or, in the case of uncertificated stock, on the books and records of the Corporation), the total amount of the consideration to be paid therefore and the amount paid thereon shall be stated. The Board of Directors may, from time to time, demand payment in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid to the Corporation at such times and by such installments as the directors shall direct.

Section 6.04 Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Section 6.05 Transfer of Stock . Transfers of stock on the books of the Corporation may be authorized only by the stockholder named in the certificate, the stockholder’s legal representative or the stockholder’s duly authorized attorney-in-fact and upon surrender of the certificate or the certificates for such stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. No new certificate or certificates shall be issued in exchange for any existing certificate until such certificate shall have been so canceled, except in cases provided for in Section 6.06.

Section 6.06 Lost, Stolen or Destroyed Certificates . Any stockholder claiming a certificate for stock to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the Corporation may require and shall, if the Corporation so requires, give the Corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Corporation, to indemnify the Corporation against any claims which may be made against it on account of the alleged loss, theft or destruction of the certificate or issuance of such new certificate. A new certificate may then be issued for the lost, stolen or destroyed certificate.

Section 6.07 Facsimile Signatures . Any or all of the signatures of the officers or agents of the Corporation on any stock certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on any such certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it nevertheless may be issued by the Corporation as though the person who signed such certificate or whose facsimile signature or signatures had been placed thereon were such officer, transfer agent or registrar at the date of issue.

VII. Miscellaneous .


Section 7.01	Dividends .

(a) Subject to any restrictions contained in the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of the Corporation’s capital stock from the Corporation’s surplus, or if there be none, out of its net profits for the current fiscal year and/or the preceding fiscal year. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

(b) If the dividend is to be paid in shares of the theretofore unissued capital stock of the Corporation, the Board of Directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the Board of Directors; provided, however, that no such designation as capital shall be necessary if shares are being distributed by the Corporation pursuant to a split-up or division of its stock.

Section 7.02 Interested Directors and Officers . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason, or solely because an interested director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her vote is counted for such purpose, if, (a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 7.03 Voting Securities Held by the Corporation . Unless otherwise ordered by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chair, Chief Executive Officer, President, Executive Vice President or the Chief Financial Officer and any such officer may, in the name of and on behalf of the Corporation, take all such action as such officer may deem advisable to vote in person or by proxy at any meeting of security holders of other corporations in which the Corporation may hold securities, and at any such meeting such officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

Section 7.04 Execution of Instruments .

(a) All deeds, mortgages, notes, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the Chair, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer or any Vice President, or by such other person or persons as may be designated from time to time by the Board of Directors.

(b) If a document must be executed by persons holding different offices or functions and one person holds such offices or exercises such functions, that person may execute the document in more than one capacity if the document indicates each such capacity.

Section 7.05 Advances . The Corporation may, without a vote of the directors, advance money to its directors, officers or employees to cover expenses that can reasonably be incurred by them in the performance of their duties and for which they would be anticipated to be entitled to reimbursement in the absence of an advance.

Section 7.06 Fiscal Year . The fiscal year end of the Corporation shall be the Saturday which occurs nearest the last day of December or such other date as may be fixed from time to time by resolution of the Board of Directors.

Section 7.07 Corporate Seal . The corporate seal, if one is adopted by the Board of Directors, shall be circular in form and shall have inscribed thereon the name of the Corporation, the word “Delaware” and the words “Corporate Seal.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise placed on any document requiring it.

Section 7.08 Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7.09 Power to Amend . These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, if such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any annual meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal these By-Laws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal these By-Laws except as otherwise provided in these By-Laws or the Certificate of Incorporation.

Exhibit 10.1

EXECUTION VERSION

AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of November 11, 2015 by and among Advance Auto Parts, Inc. (the “ Company ”) and the entities and natural persons set forth in the signature pages hereto (collectively, “ Starboard ”) (each of the Company and Starboard, a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, the Company and Starboard have engaged in various discussions and communications concerning the Company’s business, financial performance and strategic plans;

WHEREAS, as of the date hereof, Starboard has a combined beneficial and economic ownership interest in shares of common stock of the Company (the “ Common Stock ”) totaling, in the aggregate, 2,755,000 shares (the “ Shares ”), or approximately 3.7% of the Common Stock issued and outstanding on the date hereof (“ Starboard’s Ownership ”); and

WHEREAS, as of the date hereof, the Company and Starboard have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “ Board ”) and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1. Board Appointments; Leadership Structure and Related Agreements

(a) Board Appointments .

(i) The Company agrees that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions (including by increasing the size of the Board) to appoint Jeffrey Smith (the “ Starboard Appointee ”) as a director of the Company. The Starboard Appointee shall stand for election at the 2016 annual meeting of stockholders of the Company (the “ 2016 Annual Meeting ”) together with the Company’s other nominees.

In addition to the Starboard Appointee, Starboard shall have the right, following execution of this Agreement, to recommend two additional independent directors (the “ Independent Appointees ”) to the Board. Each Independent Appointee must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) be independent of Starboard (for the avoidance of doubt, the nomination by Starboard of such person to serve on the board of any other company shall not (in and of itself) cause such person to not be deemed independent of Starboard), (C) qualify as “independent” pursuant to NYSE listing standards and (D) have the relevant financial and business experience to be a director of the Company (clauses (C) and (D), the “ Director Criteria ”). The Nominating and Corporate

Governance Committee shall make its determination and recommendation regarding whether such person meets the foregoing criteria within five (5) business days after (1) such Independent Appointee candidate has submitted to the Company the documentation required by Section 1(f)(v) and (2) representatives of the Board have conducted customary interview(s) of such Independent Appointee candidate. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this section as promptly as practicable, but in any case, assuming reasonable availability of the applicable Independent Appointee candidate, within ten (10) business days, after Starboard’s submission of such Independent Appointee candidate. In the event the Nominating and Corporate Governance Committee does not accept an Independent Appointee candidate recommended by Starboard, Starboard shall have the right to recommend additional Independent Appointee candidate(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of an Independent Appointee by the Nominating and Corporate Governance Committee, the Board shall vote on the appointment of such Independent Appointee to the Board no later than five (5) calendar days after the Nominating and Corporate Governance Committee’s recommendation of such Independent Appointee and shall take all necessary actions (including by increasing the size of the Board) to appoint such Independent Appointee to the Board; provided , however , that if the Board does not elect such Independent Appointee to the Board pursuant to this Section 1(a)(ii), the Parties shall continue to follow the procedures of this Section 1(a)(ii) until an Independent Appointee is elected to the Board. Any Independent Appointee designated pursuant to this Section 1(a)(ii) prior to the mailing of the Company’s definitive proxy statement for the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting together with the Company’s other nominees and the Starboard Appointee. If at any time Starboard’s Ownership decreases to less than the Minimum Ownership Threshold, the rights of Starboard pursuant to this Section 1(a)(ii) shall automatically terminate.

(i) Prior to the mailing of its definitive proxy statement for the 2016 Annual Meeting, the Board and all applicable committees of the Board shall take all necessary actions so that at the 2016 Annual Meeting the Board shall nominate two additional independent directors (the “ Independent Nominees ” and, together with the Independent Appointees, the “ New Independent Directors ”) along with the Starboard Appointee and the Independent Appointees (to the extent applicable pursuant to Section 1(a)(ii)), for election to the Board at the 2016 Annual Meeting. The Starboard Appointee shall participate in the selection process for the Independent Nominees and the Starboard Appointee’s opinions and recommendations with respect to the selection of the Independent Nominees shall be given due consideration by the Board. The Independent Nominees must (A) be independent of Starboard (for the avoidance of doubt, the nomination by Starboard of such person to serve on the board of any other company shall not (in and of itself) cause such person to not be deemed independent of Starboard) and (B) satisfy the Director Criteria.

(ii) The Company will recommend, support and solicit proxies for the election of the Starboard Appointee and the New Independent Directors at the 2016 Annual Meeting in the same manner as for the Company’s other nominees at the 2016 Annual Meeting. The Company shall use its reasonable best efforts to hold the 2016 Annual Meeting no later than May 31, 2016.

(iii) If the Starboard Appointee or any Independent Appointee (or any Starboard Replacement Director (as defined below)) is unable or unwilling to serve as a director, resigns as a director (including as the result of a failure to receive a majority vote at the 2016 Annual Meeting) or is removed as a director prior to the expiration of the Standstill Period, and at such time Starboard’s Ownership is at least the lesser of 2.75% of the Company’s then outstanding Common Stock and 2,052,948 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “ Minimum Ownership Threshold ”), Starboard shall have the ability to recommend a substitute person(s) in accordance with this Section 1(a)(v) (any such replacement nominee shall be referred

to as a “ Starboard Replacement Director ”). Any Starboard Replacement Director must satisfy the Director Criteria and, in the case of a Starboard Replacement Director who is replacing an Independent Appointee, must be (A) reasonably acceptable to the Board (such acceptance not to be unreasonably withheld) and (B) independent of Starboard. The Nominating and Corporate Governance Committee shall make its determination and recommendation regarding whether such person meets the foregoing criteria within five (5) business days after (1) such nominee has submitted to the Company the documentation required by Section 1(f)(v) and (2) representatives of the Board have conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after Starboard’s submission of such nominee. In the event the Nominating and Corporate Governance Committee does not accept a person recommended by Starboard as the Starboard Replacement Director, Starboard shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Nominating and Corporate Governance Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee recommendation of such Starboard Replacement Director; provided , however , that if the Board does not elect such Starboard Replacement Director to the Board pursuant to this Section 1(a)(v), the Parties shall continue to follow the procedures of this Section 1(a)(v) until a Starboard Replacement Director is elected to the Board. Upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Any Starboard Replacement Director designated pursuant to this Section 1(a)(v) replacing the Starboard Appointee or any Independent Appointee prior to the 2016 Annual Meeting shall stand for election at the 2016 Annual Meeting together with the Company’s other nominees.

(iv) During the period commencing with the conclusion of the 2016 Annual Meeting through the expiration or termination of the Standstill Period (as defined below), the Board and all applicable committees of the Board shall take all necessary actions (including with respect to nominations for election at the 2016 Annual Meeting) so that the size of the Board is no more than thirteen (13) directors.

(a) Nominating and Corporate Governance Committee .

Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint the Starboard Appointee to the Nominating and Corporate Governance Committee of the Board as its chairman. During the Standstill Period, unless otherwise agreed by the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee shall be comprised of two directors, consisting of the Starboard Appointee and John Ferraro.

(b) CEO Search .

As promptly as practicable following the date of this Agreement, the Nominating and Corporate Governance Committee shall initiate a process for selecting a chief executive officer of the Company (the “ CEO Search Process ”). The CEO Search Process shall be overseen by the Nominating and Corporate Governance Committee together with Jack Brouillard. In conducting the CEO Search Process, the Nominating and Corporate Governance Committee shall evaluate both internal and external candidates for the position of chief executive officer. The Nominating and Corporate Governance Committee may engage an executive search firm to conduct the CEO Search Process, the fees and expenses of which shall be paid by the Company.

As promptly as practicable, but in any event within ten (10) business days, following the date of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to appoint the Starboard Appointee as a member of the Compensation Committee of the Board and the Finance Committee of the Board.

(d) New Independent Director Committee Representation .

(i) Subject to the Company’s corporate governance guidelines and NYSE rules and applicable laws, the Board and all applicable committees of the Board shall take all actions necessary to ensure that during the Standstill Period, each committee of the Board includes one New Independent Director (other than the Nominating and Corporate Governance Committee, unless agreed to by the Nominating and Corporate Governance Committee as provided in Section 1(b)).

(ii) Without limiting Section 1(e)(i), the Board shall give the New Independent Directors the same due consideration for membership to any committee of the Board as any other independent director (other than the Nominating and Corporate Governance Committee, unless agreed to by the Nominating and Corporate Governance Committee as provided in Section 1(b)).

(e) Additional Agreements .

(i) Starboard agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “ Exchange Act ”) and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

(ii) Upon execution of this Agreement, Starboard hereby agrees that it will not, and that it will not permit any of its controlled Affiliates or Associates to, (A) nominate or recommend for nomination any person for election at the 2016 Annual Meeting, directly or indirectly, (B) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, directly or indirectly, or (C) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign with respect to the 2016 Annual Meeting, directly or indirectly. Starboard shall not publicly or privately encourage or support any other stockholder to take any of the actions described in this Section 1(f)(ii).

(iii) Starboard agrees that it will appear in person or by proxy at the 2016 Annual Meeting and vote all shares of Common Stock beneficially owned by Starboard at the 2016 Annual Meeting (A) in favor of the Company’s nominees, (B) in favor of the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016, and (C) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal and any other Company proposal or stockholder proposal presented at the 2016 Annual Meeting; provided , however , that in the event Institutional Shareholder Services Inc. (ISS) or Glass Lewis & Co., LLC (Glass Lewis) recommends otherwise with respect to the Company’s “say-on-pay” proposal or any other Company proposal or stockholder proposal presented at the 2016 Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation.

(iv) Promptly after the date of this Agreement, Starboard agrees to obtain from the Starboard Appointee, and deliver to the Company, an irrevocable resignation letter pursuant to which the Starboard Appointee shall resign from the Board and all applicable committees thereof if at any time Starboard’s Ownership of Common Stock decreases to less than the Minimum Ownership Threshold. Starboard shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time Starboard’s Ownership of Common Stock decreases to less than the Minimum Ownership Threshold.

(v) Prior to the date of this Agreement, the Starboard Appointee has submitted to the Company (A) a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including an authorization form to conduct a background check) required by the Company in connection with the appointment or election of new Board members and (B) the written representation and agreement required pursuant to Section 2.05 of the Company’s Amended and Restated Bylaws, effective as of June 7, 2013 (the “ Bylaws ”). Any New Independent Director and any Starboard Replacement Director will also promptly (but in any event prior to being placed on the Board in accordance with this Agreement) submit to the Company (1) a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation (including an authorization form to conduct a background check) required by the Company in connection with the appointment or election of new Board members and (2) the written representation and agreement required pursuant to Section 2.05 of the Bylaws.

(vi) Starboard agrees that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the Starboard Appointee (or any Starboard Replacement Director of such Starboard Appointee) from any Board or committee meeting or portion thereof at which the Board or any such committee is evaluating and/or taking action with respect to (A) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (B) any action taken in response to actions taken or proposed by Starboard or its Affiliates with respect to the Company, or (C) any proposed transaction between the Company and Starboard or its Affiliates.

1. Standstill Provisions

(a) Starboard agrees that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2017 annual meeting of stockholders (the “ 2017 Annual Meeting ”) pursuant to the Bylaws or (y) the date that is one hundred thirty (130) days prior to the first anniversary of the 2016 Annual Meeting (the “ Standstill Period ”), neither it nor any of its Affiliates or Associates under its control will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner:

(i) engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;

(ii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the entities or persons identified on Exhibit A , but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided , however , that nothing herein shall limit the ability of an Affiliate of Starboard to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

(iii) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Starboard and otherwise in accordance with this Agreement;

(iv) seek, or encourage any person or entity, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors; provided , however , that nothing in this Agreement shall prevent Starboard or its Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2017 Annual Meeting so long as such actions do not create a public disclosure obligation for Starboard or the Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with Starboard’s normal practices in the circumstances;

(v) (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Starboard and the Company, (C) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company by such third party prior to such proposal becoming public or (E) call or seek to call a special meeting of stockholders;

(vi) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1;

(vii) seek to advise, encourage, support or influence any person or entity with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 1; or

(viii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party.

(b) Except as expressly provided in Section 1 or Section 2(a), Starboard shall be entitled to (i) vote its shares on any other proposal duly brought before the 2016 Annual Meeting or otherwise vote as Starboard determines in its sole discretion and (ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor (in each case, subject to Section 1(f)(iii)).

(c) Nothing in Section 2(a) shall be deemed to limit the exercise in good faith by the Starboard Appointee of his fiduciary duties solely in his capacity as a director of the Company and in a manner consistent with his and Starboard’s obligations under this Agreement.

2. Representations and Warranties of the Company

The Company represents and warrants to Starboard that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or agreement to which the Company is a party or by which it is bound.

3. Representations and Warranties of Starboard

Starboard represents and warrants to the Company that (a) the authorized signatory of Starboard set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Starboard thereto, (b) this Agreement has been duly authorized, executed and delivered by Starboard, and is a valid and binding obligation of Starboard, enforceable against Starboard in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Starboard as currently in effect, (d) the execution, delivery and performance of this Agreement by Starboard does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Starboard, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, Starboard’s Ownership is 2,755,000 shares of Common Stock and (f) as of the date hereof, other than as disclosed herein or in the Press Release defined in Section 5 below, Starboard does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).

4. Press Release

Promptly following the execution of this Agreement, the Company and Starboard shall jointly issue a mutually agreeable press release (the “ Press Release ”) announcing certain terms of this Agreement in the form attached hereto as Exhibit B . Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Starboard shall issue any press release or make public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard nor the Starboard Appointee shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement.

5. Specific Performance

Each of Starboard, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Starboard, on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 6 is not the exclusive remedy for any violation of this Agreement.

6. Expenses

The Company shall reimburse Starboard for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2016 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $75,000 in the aggregate.

7. Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

8. Notices

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (c) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (d) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Advance Auto Parts, Inc.

5008 Airport Road NW

Roanoke, VA 240128

Attention: Tammy Finley

Facsimile: (540) 561-1448

Email: tfinley@advance-auto.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Daniel E. Wolf

Michael P. Brueck

Facsimile: (212) 446-4900

E-mail: daniel.wolf@kirkland.com

michael.brueck@kirkland.com

If to Starboard or any member thereof:

Starboard Value LP

777 Third Avenue, 18th Floor

New York, NY 10017

Attention: Jeffrey C. Smith

Facsimile: (212) 845-7989

Email: jsmith@starboardvalue.com

with a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP

65 East 55th Street

New York, New York 10022

Attention: Steve Wolosky

Andrew Freedman

Facsimile: (212) 451-2222

Email: swolosky@olshanlaw.com

afreedman@olshanlaw.com

9. Applicable Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

11. Mutual Non-Disparagement

Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives; provided , however , any statements regarding the Company’s operational or stock price performance or any strategy, plans, or proposals of the Company

not supported by the Starboard Appointee (“ Opposition Statements ”) shall not be deemed to be a breach of this Section 12 (subject to, for the avoidance of doubt, any obligations of confidentiality as a director that may otherwise apply); provided , further , that if any Opposition Statement is made by Starboard, the Company shall be permitted to publicly respond with a statement similar in scope to any such Opposition Statement.

12. Confidentiality

The Starboard Appointee, if he wishes to do so, may provide confidential information of the Company which the Starboard Appointee learns in his capacity as a director of the Company, including discussions or matters considered in meetings of the Board or Board committees (collectively, “ Company Confidential Information ”), to Starboard, its Affiliates and Associates and legal counsel (collectively, “ Starboard Representatives ”), in each case solely to the extent such Starboard Representatives need to know such information in connection with Starboard’s investment in the Company; provided , however , that Starboard (i) shall inform such Starboard Representatives of the confidential nature of any such Company Confidential Information and (ii) shall cause such Starboard Representatives to refrain from disclosing such Company Confidential Information to anyone (whether to any company in which Starboard has an investment or otherwise), by any means, or otherwise from using the information in any way other than in connection with Starboard’s investment in the Company. The Starboard Appointee and Starboard shall not, without the prior written consent of the Company, otherwise disclose any Company Confidential Information to any other person or entity.

13. Securities Laws .

Starboard acknowledges that it is aware, and will advise each of its representatives who are informed as to the matters that are the subject of this Agreement, that the United States securities laws may prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

14. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries

This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Starboard. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect

to Starboard, the prior written consent of the Company, and with respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

By: _______________________________________________________

Name: Tammy Finley


Title:	Executive Vice President, Human Resources and General Counsel

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP, its investment manager

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP, its manager

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE LP

By: Starboard Value GP LLC, its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP, its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC, its general partner

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP, its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC, its general partner

STARBOARD VALUE R GP LLC

By: ______________________________________

Name: Jeffrey C. Smith

Title: Authorized Signatory

EXHIBIT A

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE LP

STARBOARD VALUE GP LLC

STARBOARD PRINCIPAL CO LP

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD T FUND LP

STARBOARD LEADERS INDIA LLC

STARBOARD LEADERS SELECT I LP

STARBOARD VALUE R LP

STARBOARD VALUE R GP LLC

JEFFREY C. SMITH

A-1

EXHIBIT B

PRESS RELEASE

B-1

Exhibit 99.1



News Release	Advance Auto Parts
News Release	5008 Airport Road
	Roanoke, VA 24012

	Laurie Stacy
	Media Contact
	t: 540-561-8452
	e: laurie.stacy@advanceautoparts.com

	Zaheed Mawani
	Investor Contact
	t: 919-573-3848
	e: zaheed.mawani@advanceautoparts.com

ADVANCE AUTO PARTS ANNOUNCES AGREEMENT WITH STARBOARD VALUE


•	Jeffrey C. Smith Joins Advance Auto Parts Board


•	Starboard to Designate Two Independent Directors to the Board


•	Advance Auto Parts to Name Two Additional Independent Directors Prior to 2016 Annual Meeting

ROANOKE, Va. - November 12, 2015 - Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America, serving both professional installer and do-it-yourself customers, today announced that it has entered into an agreement with Starboard Value LP and its affiliates (“Starboard”), which has an ownership stake of approximately 3.7 percent of Advance Auto Parts’ shares, regarding the membership and composition of the Advance Auto Parts Board of Directors.

Under the terms of the agreement, Jeffrey C. Smith, Starboard’s CEO and Chief Investment Officer, has been appointed to the Advance Auto Parts Board, effective immediately, and the size of the Board has been expanded from 12 to 13 members. Mr. Smith will serve as chair of the Nominating and Corporate Governance Committee and will also be a member of the Compensation and Finance Committees. In addition, Starboard will designate two independent directors to be added to the Advance Auto Parts Board as soon as practical. The Company will name two additional independent directors designated by the Nominating and Corporate Governance Committee for election at the Company’s 2016 Annual Meeting. It is expected that following the 2016 Annual Meeting the Board will have 12 or 13 members.

“We are pleased to welcome Jeff Smith to the Advance Auto Parts Board,” said Jack Brouillard, who has been named Executive Chairman. “Jeff is a respected leader, investor, and valued board member. We welcome his insights, and the Board and I look forward to working closely together as we successfully execute on our strategic objectives.”

Mr. Smith said, “I am pleased to join the Advance Auto Parts Board. Advance Auto Parts is a terrific company which is well positioned to be even more successful with best in class execution. I look forward to working constructively with my fellow Board members and the management team to help take advantage of the tremendous opportunity to continue growing shareholder value.”

As part of the agreement, Starboard has agreed to vote all of its shares in favor of the Company’s nominees at the 2016 Annual Meeting as well as other customary standstill and voting commitments. The full agreement between Advance Auto Parts and Starboard will be filed with the Securities and Exchange Commission.

Jeffrey C. Smith Biography

Jeffrey Smith is Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP. Prior to founding Starboard Value LP, Mr. Smith was a Partner and Managing Director of Ramius LLC, a subsidiary of the Cowen Group, Inc., and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd. Mr. Smith was also a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development and a member of the Board of Directors of The Fresh Juice Company, Inc. Mr. Smith began his career in the Mergers and Acquisitions department at Société Générale. Mr. Smith is currently Chairman of the Board of Darden Restaurants, Inc. and was formerly Chairman of the Board of Phoenix Technologies Ltd. and formerly on the Boards of Quantum Corporation, Office Depot, Regis Corporation, Surmodics Inc., Zoran Corporation, Actel Corporation, Kensey Nash Corp., S1 Corp and the Fresh Juice Company. Mr. Smith graduated from The Wharton School of Business at The University of Pennsylvania, where he received a B.S. in Economics.

About Advance Auto Parts

Headquartered in Roanoke, Va., Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America, serves both professional installer and do-it-yourself customers. As of October 10, 2015 Advance operated 5,240 stores and 118 Worldpac branches and served approximately 1,300 independently owned Carquest branded stores in the United States, Puerto Rico, the U.S. Virgin Islands and Canada. Advance employs approximately 75,000 Team Members. Additional information about the Company, employment opportunities, customer services, and on-line shopping for parts, accessories and other offerings can be found on the Company's website at www.AdvanceAutoParts.com .

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and fundamental approach to investing in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Forward Looking Statements

Certain statements contained in this release are forward-looking statements, as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events or developments, and typically use words such as believe, anticipate, expect, intend, plan, forecast, outlook or estimate. These forward looking statements include, but are not limited to, expectations regarding leadership changes and their impact on the company’s strategies, opportunities and results; statements regarding growth in shareholder value; statements regarding strategic plans or initiatives, growth or profitability; guidance for 2015 financial performance; statements regarding the benefits and other effects of the acquisition of General Parts International, Inc. (General Parts) and the combined company’s plans, objectives and expectations; statements regarding expected growth and future performance of Advance Auto Parts, Inc. (AAP), including store growth, capital expenditures, comparable store sales, gross profit rate, SG&A, operating income, free cash flow, income tax rate, General Parts integration costs and store consolidation costs, synergies, expenses to achieve synergies, comparable cash earnings per diluted share for fiscal year 2015 and comparable operating income rate targets; and all other statements that are not statements of historical facts. These forward-looking statements are subject to significant risks, uncertainties and assumptions, and actual future events or results may differ materially from such forward-looking statements. Such differences may result from, among other things, the risk that AAP may experience difficulty in successfully implementing the announced leadership changes; the ability of the persons appointed to lead and provide results in their new roles; potential disruption to AAP’s business resulting from the announced leadership changes; the impact of the announced leadership changes on AAP’s relationships with customers, suppliers and other business partners; AAP’s ability to attract, develop and retain executives and other employees; the risk that the benefits of the General Parts acquisition, including synergies, may not be fully realized or may take longer to realize than expected; the possibility that the General Parts acquisition may not advance AAP’s business strategy; the risk that AAP may experience difficulty integrating General Parts’ employees, business systems and technology; the potential diversion of AAP’s management’s attention from AAP’s other businesses resulting from the General Parts acquisition; the impact of the General Parts acquisition on third-party relationships, including customers,

wholesalers, independently owned and jobber stores and suppliers; changes in regulatory, social and political conditions, as well as general economic conditions; competitive pressures; demand for AAP’s and General Parts' products; the market for auto parts; the economy in general; inflation; consumer debt levels; the weather; business interruptions; information technology security; availability of suitable real estate; dependence on foreign suppliers; and other factors disclosed in AAP’s 10-K for the fiscal year ended January 3, 2015 and other filings made by AAP with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. AAP intends these forward-looking statements to speak only as of the time of this communication and does not undertake to update or revise them as more information becomes available.

Exhibit 99.2



News Release	Advance Auto Parts
News Release	5008 Airport Road
	Roanoke, VA 24012

	Laurie Stacy
	Media Contact
	t: 540-561-8452
	e: laurie.stacy@advanceautoparts.com

	Zaheed Mawani
	Investor Contact
	t: 919-573-3848
	e: zaheed.mawani@advanceautoparts.com

ADVANCE AUTO PARTS ANNOUNCES

LEADERSHIP TRANSITION


•	President George Sherman Named Interim CEO Effective January 3, 2016


•	Darren Jackson to Retire as CEO After Eight Years


•	Chairman Jack Brouillard Named Executive Chairman


•	John Ferraro Named Lead Independent Director

ROANOKE, Va. - November 12, 2015 - Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America, serving both professional installers and do-it-yourself customers, today announced that its Board of Directors has appointed President George Sherman to the additional role of interim Chief Executive Officer, effective January 3, 2016, the beginning of the Company’s next fiscal year. Mr. Sherman will succeed Darren Jackson who will retire as CEO and step down from the Board on January 2, 2016, after more than 11 years with the Company, including the last eight years as CEO.

The Company also announced that effective immediately current Board Chairman John C. (“Jack”) Brouillard will become Executive Chairman. In this role, Mr. Brouillard will continue to provide Board leadership and work closely in an advisory capacity with Mr. Sherman as the Company continues to implement its long-term strategy. The Board also named Board Member John Ferraro to take on the role of Lead Independent Director.

Mr. Brouillard said, “Since joining Advance Auto Parts nearly three years ago, George Sherman has demonstrated a range of important skills through his efforts to expand our Commercial business, improve operations and oversee the integration of General Parts. We are confident that George’s understanding of our business, strong customer relationships, and proven leadership abilities position him well to lead the Company through this transition period. As part of our search process, the Board will consider external candidates as well as George for the role of permanent CEO.”

Mr. Brouillard continued, “On behalf of the Board, I want to thank Darren Jackson for his extraordinary service to Advance Auto Parts. During his eight years as CEO, Advance has doubled in size while growing its market value over $10 billion and increasing its share price from $33 to $195. Darren’s leadership and commitment to excellence have transformed Advance into an industry leader that is well positioned strategically, operationally, and financially to capitalize on the opportunities that lie ahead.”

Mr. Sherman said, “I am honored to have the opportunity to lead Advance Auto Parts during this interim period. With increased scale and reach, including loyal do-it-yourself customers and an expanding presence in the fast-growing commercial segment, we are well positioned to drive growth and achieve our margin targets. I look forward to continuing to work closely with our talented executives and the thousands of hard-working Advance team members as we build value for our shareholders, customers and team.”

Mr. Jackson said, “It has been a privilege to lead this great Company. Advance Auto Parts is well positioned to build upon its position as a leading automotive aftermarket parts provider, and I am confident George will successfully guide Advance during this interim period in continuing to implement its strategic plan.”

George Sherman Biography

Mr. Sherman joined Advance Auto Parts as President in April 2013, and has been responsible for growing the business and driving excellence throughout the Company’s operations. Mr. Sherman has led the Company’s Commercial Sales, Field Operations, Merchandising, Marketing, Supply Chain and IT Teams. Prior to joining Advance Auto Parts, Mr. Sherman served as Senior Vice President, Best Buy Services, for Best Buy Co. Previously, Mr. Sherman led Home Depot’s installation business as Senior Vice President and President of the Home Services Division, as well as serving as Senior Vice President, Operations. Prior to Home Depot, Mr. Sherman spent 15 years at Target Corp., where he progressed from Store Manager to Regional Vice President to Senior Vice President. Previously, he served as an officer in the United States Air Force for seven years.

Jack Brouillard Biography

Mr. Brouillard joined the Advance Auto Parts Board in 2004 and was appointed Chair in January 2008 after serving as interim Chief Executive Officer from May 2007 until January 2008. Mr. Brouillard retired as Chief Administrative and Financial Officer of H.E. Butt Grocery Company in June 2005, a position that he had held since 1991. From 1977 to 1991, he held various positions with Hills Department Stores, including serving as President.

John Ferraro Biography

John Ferraro joined the Advance Auto Parts Board in 2015. Mr. Ferraro was Global Chief Operating Officer of Ernst & Young (EY) from 2007 to December 2014. He joined EY in 1976 and was a partner for 26 years until his retirement in February 2015, holding various positions of senior responsibility including Global Vice Chair Audit and was a member of EY’s Global Executive board for more than 10 years.

About Advance Auto Parts

Headquartered in Roanoke, Va., Advance Auto Parts, Inc., the largest automotive aftermarket parts provider in North America, serves both professional installer and do-it-yourself customers. As of October 10, 2015 Advance operated 5,240 stores and 118 Worldpac branches and served approximately 1,300 independently owned Carquest branded stores in the United States, Puerto Rico, the U.S. Virgin Islands and Canada. Advance employs approximately 75,000 Team Members. Additional information about the Company, employment opportunities, customer services, and on-line shopping for parts, accessories and other offerings can be found on the Company's website at www.AdvanceAutoParts.com .

Forward Looking Statements

statements of historical facts. These forward-looking statements are subject to significant risks, uncertainties and assumptions, and actual future events or results may differ materially from such forward-looking statements. Such differences may result from, among other things, the risk that AAP may experience difficulty in successfully implementing the announced leadership changes; the ability of the persons appointed to lead and provide results in their new roles; potential disruption to AAP’s business resulting from the announced leadership changes; the impact of the announced leadership changes on AAP’s relationships with customers, suppliers and other business partners; AAP’s ability to attract, develop and retain executives and other employees; the risk that the benefits of the General Parts acquisition, including synergies, may not be fully realized or may take longer to realize than expected; the possibility that the General Parts acquisition may not advance AAP’s business strategy; the risk that AAP may experience difficulty integrating General Parts’ employees, business systems and technology; the potential diversion of AAP’s management’s attention from AAP’s other businesses resulting from the General Parts acquisition; the impact of the General Parts acquisition on third-party relationships, including customers, wholesalers, independently owned and jobber stores and suppliers; changes in regulatory, social and political conditions, as well as general economic conditions; competitive pressures; demand for AAP’s and General Parts' products; the market for auto parts; the economy in general; inflation; consumer debt levels; the weather; business interruptions; information technology security; availability of suitable real estate; dependence on foreign suppliers; and other factors disclosed in AAP’s 10-K for the fiscal year ended January 3, 2015 and other filings made by AAP with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. AAP intends these forward-looking statements to speak only as of the time of this communication and does not undertake to update or revise them as more information becomes available.