8-K - GPC - Equibles

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

September 4, 2025

Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

GA	001-05690	58-0254510
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
2999 WILDWOOD PARKWAY,
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ATLANTA, GA	30339
(Address of principal executive offices)	(Zip Code)

(678) 934-5000

Registrant’s telephone number, including area code

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, $1.00 par value per share	GPC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 4, 2025, Genuine Parts Company (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”).

Pursuant to the Cooperation Agreement, the Company has agreed to, among other things, (i) appoint Matthew A. Carey and Court D. Carruthers (the “New Directors”) to the Company’s Board of Directors (the “Board”) as independent directors with initial terms expiring at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”), and (ii) include the New Directors in the Company’s slate of nominees for election at the 2026 Annual Meeting.

The Cooperation Agreement further provides that in the event that a New Director is unable or unwilling to serve, or resigns, is removed as a director or ceases to be a director of the Company for any other reason prior to the expiration of the Cooperation Period (as defined below), the Company and Elliott will cooperate in good faith to mutually select, and the Company will appoint, a replacement director reasonably acceptable to the Company and Elliott to serve as a director of the Company for the remainder of the applicable New Director’s term, provided that at such time Elliott beneficially owns a “net long position” of, or has aggregate net long economic exposure to, at least 2.5% of the Company’s then outstanding shares of common stock.

The Cooperation Agreement includes certain voting commitments, customary standstill restrictions and mutual non-disparagement provisions that remain in place until the earlier of (x) the date that is 30 calendar days prior to the notice deadline under the Company’s bylaws for the nomination of non-proxy access director candidates for election to the Board at the Company’s 2027 annual meeting of shareholders and (y) September 4, 2026 (such period, the “Cooperation Period”).

Concurrently with the execution of the Cooperation Agreement, the Company and Elliott entered into an Information Sharing Agreement pertaining to the sharing of certain confidential information by the Company with Elliott.

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

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

Director Retirements

On September 4, 2025, John R. Holder and Robin C. Loudermilk, Jr. informed the Board of their decision to retire from their positions as directors on the Board, effective immediately. The decisions by Messrs. Holder and Loudermilk to retire from the Board were not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.

Appointment of New Directors

Pursuant to the Cooperation Agreement, on September 4, 2025, the New Directors were appointed to the Board, effective immediately. Additionally, Mr. Carey was appointed to the Audit Committee of the Board and Mr. Carruthers was appointed to the Compensation and Human Capital Committee of the Board. A copy of the press release announcing the appointment of the New Directors, which includes certain biographical information, is attached hereto as Exhibit 99.1.

In connection with the appointments, the Board determined Messrs. Carey and Carruthers to be independent directors within the meaning of the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

The New Directors will be compensated for their service as directors on the same basis as other non-employee directors of the Company.

There are no arrangements or understandings between any of the New Directors and any other person pursuant to which each was selected as a director, other than with respect to the matters referenced under Item 1.01 of this Current Report on Form 8-K. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and any of the New Directors required to be disclosed herein.

Approval of Retention Awards

Effective as of September 4, 2025, the Board, upon the recommendation of the Board’s Compensation and Human Capital Committee (the “CHC Committee”) and consultation with the CHC Committee’s independent compensation consultant, approved retention awards for each of the Company’s named executive officers: Will Stengel, President and Chief Executive Officer; Bert Nappier, Executive Vice President and Chief Financial Officer; Naveen Krishna, Executive Vice President, Chief Information and Digital Officer; and Christopher Galla, Senior Vice President, General Counsel and Corporate Secretary (each, the “Executive” and collectively, the “Executives”) and certain other participants in the form of time-based restricted stock units (the “RSU Grants”) pursuant to the Company’s 2015 Incentive Plan, as amended, and the terms and conditions of the Company’s form of Restricted Stock Unit Award Certificate (the “Award Certificate”).

The RSU Grant for Mr. Stengel has a grant date value of $3.0 million, and the RSU Grants for each of the other Executives have a grant date value of $1.5 million. The RSU Grants cliff vest on the third anniversary of the grant date, subject to the Executive’s continued employment with the Company. If the Executive’s employment is terminated without “cause” or the Executive terminates his or her employment for “good reason” prior to the third anniversary of the grant date, the RSU Grants will fully vest and be settled in cash on the termination date based on the closing price of the underlying Company common stock on the termination date.

The foregoing description of the RSU Grants does not purport to be complete and is qualified in its entirety by reference to the form of Award Certificate, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Adoption of Form of Severance Agreement

Also effective as of September 4, 2025, the Board, upon the recommendation of the CHC Committee and consultation with the CHC Committee’s independent compensation consultant, adopted a form of Severance Agreement (the “Severance Agreement”), which was entered into with each of the Executives and certain other participants designated by the CHC Committee. The Severance Agreement, which is in addition to the Executive’s existing change in control agreement (the “Existing CIC Agreement”), was approved by the CHC Committee in order to, among other reasons, retain key executive talent and ensure continuity of the Company’s businesses during periods of potentially significant organizational changes or other important times when their continued employment with the Company may be uncertain.

Under the terms of the Severance Agreement, if the Executive’s employment is terminated without “cause” or the Executive terminates his or her employment for “good reason” (other than in connection with a change in control under the Existing CIC Agreement), the Executive will be entitled to receive the following benefits:

•	a lump sum payment equal to, in the case of Mr. Stengel, two times the sum of his (i) annual base salary, plus (ii) target annual bonus in effect immediately prior to the termination and, in the case of the other Executives, the sum of (i) one and half times the Executive’s annual base salary, plus (ii) the Executive’s target annual bonus in effect immediately prior to the termination;
•	a lump sum payment equal to a pro-rated portion of the Executive’s annual bonus in effect immediately prior to the termination based on actual achievement of performance goals at the end of the performance period;
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•	pro-rated vesting of all time-based equity awards and pro-rated vesting of all performance-based equity awards based on actual achievement of performance goals at the end of the performance period;
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•	up to 18 months of subsidized COBRA continuation coverage; and
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•	payment of the net present value of accrued benefits, if not otherwise retirement eligible, under the Company’s defined benefit supplemental retirement plan, as applicable.
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Under the terms of the Severance Agreement, Executives have agreed to customary restrictive covenants, including non-competition and non-solicitation covenants. In addition, the foregoing benefits are subject to the timely execution of a release of claims against the Company at the time of any qualifying termination.

The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Severance Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 4, 2025, the Company issued a press release announcing its entry into the Cooperation Agreement. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Cooperation Agreement, dated September 4, 2025, by and among Genuine Parts Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P.
10.2*	Form of Award Certificate
10.3*	Form of Severance Agreement
99.1	Press Release, dated September 4, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Indicates management contracts and compensatory plans and arrangements.
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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.

	Genuine Parts Company
Date: September 4, 2025	By:	/s/ Bert Nappier
		Name: Bert Nappier
		Title: Executive Vice President and CFO

EX-10.1

EXHIBIT 10.1

COOPERATION AGREEMENT

This Cooperation Agreement (this “Agreement”), dated as of September 4, 2025 (the “EffectiveDate”), is made by and among Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Elliott Party,” and collectively, the “Elliott Parties”), and Genuine Parts Company, a Georgia corporation (the “Company”).

WHEREAS, the Company and the Elliott Parties have engaged in certain discussions concerning the Company;

WHEREAS, the Company and the Elliott Parties desire to enter into this Agreement regarding the appointment of certain new independent directors to the Company’s Board of Directors (the “Board”) and certain other matters, in each case, on the terms and subject to the conditions set forth herein;

WHEREAS, two of the Company’s incumbent directors have notified the Company of their retirement from the Board effective as of the Effective Date; and

WHEREAS, concurrently with the execution of this Agreement, the Company and one of the Elliott Parties are entering into an information sharing agreement (the “Information Sharing Agreement”) to enable the Company to share certain confidential information regarding the Company.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Elliott Parties and the Company agree as follows:

1. Board of Directors.

(a) Board Composition. Within one business day (as defined below) following the Effective Date, the Board and all applicable committees thereof shall take (or shall have taken) such actions as are necessary to appoint Matthew A. Carey and Court D. Carruthers (collectively, the “New Directors”) as members of the Board, each with an initial term expiring at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”).

(b) Nomination*.* The Company agrees that, provided that a New Director is able and willing to serve on the Board and continues to be a Qualified Director (as defined below):

(i) at the 2026 Annual Meeting, the Board will nominate each such New Director, together with the other persons included in the Company’s slate of nominees for election as a director at the 2026 Annual Meeting in accordance with this Section 1(b), as a director of the Company, with a term expiring at the Company’s 2027 Annual Meeting of Shareholders;

(ii) the Board will recommend that the shareholders of the Company vote to elect each such New Director as a director of the Company at the 2026 Annual Meeting; and

(iii) the Company will use its reasonable best efforts (which will include the solicitation of proxies) to obtain the election of each such New Director at the 2026 Annual Meeting (for the avoidance of doubt, the Company will only be required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the 2026 Annual Meeting).

(c) New Director Agreements, Arrangements and Understandings. Each of the Elliott Parties represents, warrants, and agrees that neither it nor any of its Affiliates (as defined below) (i) has paid or will pay any compensation to any of the New Directors in connection with such person’s service on the Board or any committee thereof, or (ii) has or will have any agreement, arrangement or understanding, written or oral, with any of the New Directors regarding such person’s service on the Board or any committee thereof.

(d) Replacement New Directors. If any New Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period (as defined below), and at such time the Elliott Parties beneficially own a “net long position” of, or have aggregate net-long economic exposure to, at least 2.5% of the then-outstanding Common Stock (as defined below) (the “Minimum Ownership Threshold”), the Company and the Elliott Parties shall cooperate in good faith to mutually select, and the Company shall appoint, as promptly as practicable, a substitute Qualified Director (as defined below) reasonably acceptable to the Company and the Elliott Parties (such acceptance not to be unreasonably withheld, conditioned, or delayed) (such person, a “Replacement New Director”), to serve as a director of the Company for the remainder of such New Director’s term. Effective upon any replacement of a New Director, such Replacement New Director will be considered a New Director for all purposes of this Agreement.

(e) New Director Information. In connection with any New Director’s nomination for election as a director at the 2026 Annual Meeting or any Replacement New Director’s appointment to serve as a director of the Company in accordance with the terms of this Agreement, such person shall promptly provide to the Company: (i) any consents and information the Company reasonably requests in connection with such appointment, including completion of the Company’s standard forms, D&O questionnaires, other customary onboarding and/or nomination documentation, and an executed consent to be named as a nominee in the Company’s proxy statement and to serve as a director if so elected for the full term for which such person is elected at any annual meeting of shareholders of the Company, in each case, as provided by the Company, (ii) information requested by the Company that is required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards or as may be requested or required by any regulatory or governmental authority having jurisdiction over the Company and its Affiliates, (iii) information reasonably requested by the Company in connection with assessing eligibility, qualification, independence, and other criteria applicable to directors or satisfying compliance and legal obligations and (iv) such written consents reasonably requested by the Company for the conduct of the Company’s vetting procedures generally applicable to non-employee directors of the Company (including such information as is necessary or appropriate for the Company or its agents to perform a background check in the manner generally performed for non-employee directors of the Company, including an executed consent to such background check) and the execution of any documents required by the Company of non-employee directors of the Company to assure compliance with Company Policies (as defined below).

(f) Company Policies. The parties acknowledge that each New Director, upon election or appointment to the Board, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related person transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company as other directors of the Company (collectively, “CompanyPolicies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all non-employee directors of the Company. The Company agrees and acknowledges that no Company Policy currently does, and no Company Policy at any time during the Cooperation Period will, prohibit any member of the Board (including any New Director) from communicating with the Elliott Parties or their Representatives (as defined below), subject to such director’s observance of standard confidentiality obligations and fiduciary duties to the Company.

(g) Board Size. The Company agrees that, from the appointment of the New Directors as set forth in Section 1(a) until the expiration of the Cooperation Period, the size of the Board shall be no greater than 12 members.

(h) Committees. As soon as reasonably practicable following the appointment of the New Directors to the Board, the Board shall appoint Mr. Carey to the Board’s Audit Committee and Mr. Carruthers to the Board’s Compensation and Human Capital Committee. If any New Director is unable or unwilling to serve as a member of the committee to which such person has been appointed under this Section 1(h), resigns as, is removed as or ceases to be a member for any other reason prior to the expiration of the Cooperation Period, and at such time the Elliott Parties satisfy the Minimum Ownership Threshold, the Elliott Parties shall be entitled to select, in consultation with the Company and as approved by the Board (such approval not to be unreasonably withheld, conditioned, or delayed), another New Director serving on the Board at the time of such selection (including any Replacement New Director appointed pursuant to Section 1(d)) to serve on such committee as a replacement for such member (the “Replacement Committee Member”). The Board shall take all action necessary to appoint a Replacement Committee Member to such committee as promptly as practicable, and effective upon such appointment, such Replacement Committee Member will be considered a “New Director” solely for the purposes of the immediately preceding sentence.

(i) Termination. The Company’s obligations under this Section 1 shall terminate upon any material breach of this Agreement (including Section 2) by any Elliott Party upon five business days’ written notice by the Company to the Elliott Parties if such breach has not been cured within such notice period, provided that the Company is not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period.

Cooperation.

(a) Non-Disparagement. Each of the Elliott Parties and the Company agrees that during the Cooperation Period, the Company and each Elliott Party shall refrain from making, and shall cause its respective Covered Persons (as defined below) not to make or cause to be made, any statement or announcement that constitutes an ad hominem attack on, or that otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of (i) in the case of any such statements or announcements by any of the Elliott Parties or their Covered Persons, the Company and its Affiliates or any of its or their respective current or former Covered Persons; and (ii) in the case of any such statements or announcements by the Company or its Covered Persons, the Elliott Parties and their respective Affiliates or any of their respective current or former Covered Persons, in each case, including: (A) in any statement (oral or written), document, or report filed with, furnished, or otherwise provided to the SEC (as defined below) or any other governmental or regulatory authority, (B) in any press release or other publicly available format and (C) to any journalist or member of the media (including in a television, radio, newspaper, or magazine interview or podcast, Internet or social media communication). The foregoing shall not (w) restrict the ability of any person (as defined below) to comply with any subpoena or other legal process or respond to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought or to enforce such person’s rights hereunder, (x) apply to any private communications among the Elliott Parties and their Affiliates, Covered Persons and Representatives (in their respective capacities as such), (y) apply to any private communications among the Company and its Affiliates, Covered Persons and Representatives (in their respective capacities as such), or (z) apply to any private communications between any of the persons listed in (x) on the one hand and (y) on the other hand.

(b) Voting. During the Cooperation Period, each Elliott Party will cause all of the Common Stock that such Elliott Party or any of its controlling or controlled (or under common control) Affiliates has the right to vote (or to direct be voted), as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted at any meeting of shareholders of the Company or at any adjournment or postponement thereof or to deliver consents or consent revocations, as applicable, in connection with any action by written consent of the shareholders of the Company in lieu of a meeting: (i) in favor of each director nominated and recommended by the Board for election, (ii) against any shareholder nominations for directors that are not approved and recommended by the Board for election, (iii) against any proposals or resolutions to remove any member of the Board and (iv) in accordance with recommendations by the Board on all other proposals or business that may be the subject of shareholder action; provided, however, that the Elliott Parties and their Affiliates shall be permitted to vote in their sole discretion on any proposal with respect to an Extraordinary Transaction (as defined below); provided, further, that in the event that both Institutional Shareholder Services and Glass Lewis & Co. (including any successors thereof) issue a voting recommendation that differs from the voting recommendation of the Board with respect to any Company-sponsored proposal submitted to shareholders (other than with respect to the election of directors to the Board, the removal of directors from the Board, the size of the Board or the filling of vacancies on the Board), the Elliott Parties and their Affiliates shall be permitted to vote in accordance with any such recommendation.

(c) Standstill. During the Cooperation Period, each Elliott Party will not, and will cause its controlling and controlled (and under common control) Affiliates and its and their respective Representatives acting on their behalf (collectively with the Elliott Parties, the “Restricted Persons”) to not, directly or indirectly, without the prior written consent, invitation or authorization of the Company or the Board:

(i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of or economic exposure to any Voting Securities (as defined below) or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Elliott Parties (together with their Affiliates) having beneficial ownership of more than 9.9% of the Common Stock outstanding at such time, or aggregate economic exposure to more than 15.0% of the Common Stock outstanding at such time;

(ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company’s shareholders or act by written consent in lieu of a meeting (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the Elliott Parties or their Affiliates from identifying any Replacement New Director pursuant to Section 1(d), as applicable;

(iii) make any request for stock list materials or other books and records of the Company or any of its subsidiaries under Georgia Code § 14-2-1602 or any other statutory or regulatory provisions providing for shareholder access to books and records of the Company;

(iv) engage in any “solicitation” (as such term is used in the proxy rules but including, for the avoidance of doubt, solicitations of ten (10) or fewer shareholders which would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) promulgated under the Exchange Act (as defined below)) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents;

(v) make or submit to the Company or any of its Affiliates any proposal for, or offer of (with or without conditions), either alone or in concert with others, any tender offer, exchange offer, merger, financing, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution, spin-off, split-off or other similar separation of one or more business units, sale or other disposition of all or substantially all of the Company’s assets or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company);

(vi) make any public proposal with respect to (A) any change in the number or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company, (C) any other change to the Board or the Company’s management, governance or corporate structure, (D) any waiver, amendment or modification to the Company’s Restated Certificate of Formation, as amended from time to time, or Bylaws, (E) causing the Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(vii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities, or (B) conducting any type of referendum relating to the Company, other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Agreement;

(viii) form, join or act in concert with any “group,” as defined in Section 13(d)(3) of the Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of the Elliott Parties with respect to Voting Securities now or hereafter owned by them;

(ix) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement, (B) solely with Affiliates of the Elliott Parties or (C) granting proxies in solicitations approved by the Board;

(x) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company and would, in the aggregate or individually, result in the Elliott Parties ceasing to have a “net long position” in the Company;

(xi) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Stock held by a Restricted Person to any Third Party;

(xii) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 9, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process;

(xiii) enter into any negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or

(xiv) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or that would reasonably be expected to result in a public announcement or disclosure of such request or proposal.

The restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (A) any material breach of this Agreement by the Company (including a failure to appoint the New Directors to the Board in accordance with Section 1(a), a failure to appoint a Replacement New Director to the Board in accordance with Section 1(d), or to issue the Press Release in accordance with Section 3) upon five (5) business days’ written notice by any of the Elliott Parties to the Company if such breach has not been cured within such notice period, provided that the Elliott Parties are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (B) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company; (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets (excluding, for the avoidance of doubt, acquisitions of equipment or facilities in ordinary course business operations) having an aggregate value exceeding 25% of the market capitalization of the Company during the Cooperation Period or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the Common Stock (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)); and (C) the commencement of any tender or exchange offer (by any person or group other than the Elliott Parties or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any tender or exchange offer).

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this Section 2(c)) will prohibit or restrict any of the Restricted Persons from (I) making any public or private statement or announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or a Third Party that is party to such Extraordinary Transaction, (II) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom

information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (III) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable, (IV) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company or (V) providing its views privately to the Board or the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, or members of the investor relations team made available for communications involving broad-based groups of investors **** (including through participation in investor meetings and/or conferences) regarding any matter, or privately requesting a waiver of any provision of this Agreement, as long as such private communications or requests would not reasonably be expected to require public disclosure of such communications or requests by the Company or any of the Restricted Persons.

Public Announcements. Not later than 9:00 a.m., Eastern Time, on September 4, 2025, the Company shall issue a press release in the form attached to this Agreement as Exhibit A (the “Press Release”). Substantially concurrently with the issuance of the Press Release, the Company shall file with the SEC a Current Report on Form 8-K (the “Form 8-K”) disclosing its entry into this Agreement and including a copy of this Agreement and the Press Release as exhibits thereto. The Company shall provide the Elliott Parties and their Representatives with a copy of such Form 8-K prior to its filing with the SEC and shall consider any timely comments of the Elliott Parties and their Representatives. Neither of the Company or any of its Affiliates nor the Elliott Parties or any of their Affiliates shall make any public statement regarding the subject matter of this Agreement, this Agreement or the matters set forth in the Press Release prior to the issuance of the Press Release without the prior written consent of the other party.
Representations and Warranties of the Company. The Company represents and warrants to the Elliott Parties as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (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, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against the Company in accordance with its terms, except as enforcement of this Agreement 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 that, with notice or lapse of time or both, could constitute 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 material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.
Representations and Warranties of the Elliott Parties. Each Elliott Party represents and warrants to the Company as follows: (a) such Elliott Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by such Elliott Party, constitutes a valid and binding obligation and agreement of such Elliott Party and, assuming the valid execution and delivery hereof by each of the other parties, is enforceable against such Elliott Party in accordance with its terms, except as enforcement of this Agreement 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 such Elliott Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Elliott Party, 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 could constitute 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 Elliott Party is a party or by which it is bound.

Definitions. For purposes of this Agreement:

(a) the term “Affiliate” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, that none of the Company or its Affiliates or Representatives, on the one hand, and the Elliott Parties and their Affiliates or Representatives, on the other hand, shall be deemed to be “Affiliates” with respect to the other for purposes of this Agreement; provided, further, that “Affiliates” of a person shall not include any entity solely by reason of the fact that one or more of such person’s employees or principals serves as a member of its board of directors or similar governing body, unless such person otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); provided, further, that with respect to the Elliott Parties, “Affiliates” shall not include any portfolio operating company (as such term is understood in the private equity industry) of one or more of the Elliott Parties or their Affiliates (unless such portfolio operating company is acting at the direction of the Elliott Parties or any of their Affiliates to engage in conduct that is prohibited by this Agreement);

(b) the terms “beneficial owner” and “beneficially own” have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act, except that a person will also be deemed to be the beneficial owner of all shares of the Company’s capital stock which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all shares of the Company’s capital stock which such person or any of such person’s Affiliates has or shares the right to vote or dispose;

(c) the term “business day” shall mean any day other than a Saturday, a Sunday or a day on which banks are required or authorized by law to be closed in New York, New York;

(d) the term “Bylaws” shall mean the Company’s Amended and Restated By-laws (as amended or restated from time to time);

(e) the term “Common Stock” means the Company’s Common Stock, $1.00 par value per share;

(f) the term “CoveredPersons” shall mean, (x) in the case of the Elliott Parties, each Elliott Party’s controlling and controlled (and under common control) Affiliates and its and their respective principals, directors, members, general partners, officers, employees and other Representatives to the extent such Representatives are acting at any Elliott Party’s (or any of their respective Affiliates’) direction or on any Elliott Party’s (or any of their respective Affiliates’) behalf, and (y) in the case of the Company, the Company’s Affiliates and its and their respective principals, directors, members, officers and other Representatives to the extent such Representatives are acting at the Company’s (or its Affiliates’) direction or on the Company’s (or its Affiliates’) behalf;

(g) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder;

(h) the term “net long position” shall be as defined in Rule 14e-4 under the Exchange Act;

(i) the terms “person” or “persons” mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature;

(j) the term “Qualified Director” means an individual who (i) qualifies as independent of the Company under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board in determining the independence of the Company’s directors and (ii) unless the Company otherwise consents, (A) is not an employee, officer, director, general partner, manager or other agent of an Elliott Party or of any Affiliate of an Elliott Party, (B) is not a limited partner, member, or other investor in any Elliott Party or any Affiliate of an Elliott Party (unless such investment has been disclosed to the Company), and (C) does not have any agreement, arrangement, or understanding, written or oral, with any Elliott Party or any Affiliate of an Elliott Party regarding such person’s service as a director of the Company;

(k) the term “Representatives” means a party’s directors, principals, members, general partners, managers, officers, employees, agents, advisors and other representatives;

(l) the term “SEC” means the U.S. Securities and Exchange Commission;

(m) the term “Third Party” means any person that is not a party to this Agreement or an Affiliate thereof, a director or officer of the Company, or legal counsel to any party to this Agreement; and

(n) the term “Voting Securities” means the Common Stock and any other Company securities entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies; provided that as it pertains to any obligations of the Elliott Parties or any Restricted Persons hereunder (including under Section 2(c)), “Voting Securities” will not include any securities contained in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities or other interests of the Company.

Notices. All notices, consents, requests, instructions, approvals, and other communications provided for herein and all legal process in regard to this Agreement will be in writing and will be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address(es) set forth below, (b) given by a nationally recognized overnight carrier, one business day after being sent or (c) if given by any other means, when actually received during normal business hours at the address specified in this Section 7:

if to the Company:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Chris Galla

Email: chris_galla@genpt.com

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

King & Spalding LLP

1180 Peachtree Street, NE

Suite 1600

Atlanta, Georgia 30309

Attention: Cal Smith and Robert Leclerc

Email: CalSmith@kslaw.com / rleclerc@kslaw.com

if to the Elliott Parties:

c/o Elliott Investment Management L.P.

360 S. Rosemary Avenue, 18^th^ Floor

West Palm Beach, Florida 33401

Attention: Marc Steinberg and Scott Grinsell

Email: msteinberg@elliottmgmt.com / sgrinsell@elliottmgmt.com

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

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Steve Wolosky, Kenneth Mantel and Dorothy Sluszka

Email:	swolosky@olshanlaw.com / kmantel@olshanlaw.com /

dsluszka@olshanlaw.com

At any time, any party hereto may, by notice given in accordance with this Section 7 to the other party, provide updated information for notices hereunder.

Expenses. All fees, costs and expenses incurred in connection with this Agreement and all matters related to this Agreement will be paid by the party incurring such fees, costs or expenses.
Specific Performance; Remedies; Venue; Waiver of Jury Trial.

(a) The Company and the Elliott Parties acknowledge and agree 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 the Company and the Elliott Parties will be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE COMPANY AND EACH ELLIOTT PARTY AGREES: (1) THE NON-BREACHING PARTY WILL BE ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; (2) THE BREACHING PARTY WILL NOT PLEAD IN DEFENSE THERETO THAT THERE WOULD BE AN ADEQUATE REMEDY AT LAW; AND (3) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

(b) The Company and each Elliott Party (i) irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the federal and state courts of the State of Delaware and the appellate courts thereof for any action, suit, or proceeding (whether in contract, tort or otherwise) arising out of or relating to this letter agreement. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this letter agreement in such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7 or in such other manner as may be permitted by applicable law as sufficient service of process, shall be valid and sufficient service thereof.

(c) Each of the parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such party may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No party hereto shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Severability. If at any time subsequent to the Effective Date, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement.
Termination. This Agreement will terminate automatically upon the earlier of (x) the date that is 30 calendar days prior to the notice deadline under the Bylaws for the nomination of non-proxy access director candidates for election to the Board at the 2027 Annual Meeting of Shareholders and (y) September 4, 2026 (the period commencing on the Effective Date and ending upon the earlier of such dates in clause (x) or (y), the “Cooperation Period”). Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 6 to 16 shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination.
Counterparts. This Agreement may be executed in one or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement.
No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the Elliott Parties and is not enforceable by any other persons. No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other parties, and any assignment in contravention hereof will be null and void.

No Waiver. No failure or delay by any party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Entire Understanding; Amendment. This Agreement and the Information Sharing Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersede any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter of this Agreement and the Information Sharing Agreement. This Agreement may be amended only by an agreement in writing executed by the Company and the Elliott Parties.

Interpretation and Construction. The Company and each Elliott Party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by the Company and each Elliott Party, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. References to specified rules promulgated by the SEC shall be deemed to refer to such rules in effect as of the date of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The terms “Affiliate,” “Representative,” “Restricted Person” and “Covered Person” shall each include any person who becomes an Affiliate, Representative, Restricted Person or Covered Person, respectively, subsequent to the date of this Agreement.

[Signature Page Follows]

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

ELLIOTT INVESTMENT MANAGEMENT L.P.
By:	/s/ Elliot Greenberg
	Name:	Elliot Greenberg
	Title:	Vice President
ELLIOTT ASSOCIATES, L.P.
By:	Elliott Investment Management L.P.,<br><br><br>as attorney-in-fact
By:	/s/ Elliot Greenberg
	Name:	Elliot Greenberg
	Title:	Vice President
ELLIOTT INTERNATIONAL, L.P.
By:	Elliott Investment Management L.P.,<br><br><br>as attorney-in-fact
By:	/s/ Elliot Greenberg
	Name:	Elliot Greenberg
	Title:	Vice President

* * * *

[Signature Page to Cooperation Agreement]

GENUINE PARTS COMPANY
By:	/s/ William P. Stengel, II
	Name:	William P. Stengel, II
	Title:	President and Chief Executive Officer

[Signature Page to Cooperation Agreement]

Exhibit A

Form of Press Release

[Filed separately as Exhibit 99.1 to the Current Report on Form 8-K]

EX-10.2

EXHIBIT 10.2

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Non-transferable

GRANT TO

[•]

(“Grantee”)

by Genuine Parts Company (the “Company”) of

[•]

restricted stock units (the “Units”) convertible, on a one-for-one basis, into shares of

its common stock, par value $1.00 per share (“Stock”).

The Units are granted pursuant to and subject to the provisions of the Genuine Parts Company Amended and Restated 2015 Incentive Plan (the “Plan”) and to the terms and conditions set forth in this award certificate (the “Certificate”). By accepting the Units (as evidenced by Grantee electronically checking the box reading “Accept” for the 2025 Retention Grant named “2025 Retention RSU” via his or her Morgan Stanley Shareworks account), Grantee is agreeing to (i) the terms and conditions set forth in this Certificate and the Plan, and (ii) the protective covenants set forth on Addendum A to this Certificate. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

Unless accelerated in accordance with the Plan or as provided in Section 2 of the Terms and Conditions or otherwise in the discretion of the Committee, the Units will vest and become non-forfeitable in accordance with the following schedule, subject to Grantee’s Continuous Service through the vesting date:

Vesting Date	Percent of<br><br><br>Units Vesting
September [•], 2028	100%

IN WITNESS WHEREOF, Genuine Parts Company, acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date, as indicated below.

GENUINE PARTS COMPANY
Christopher T. Galla
Senior Vice President
General Counsel and Corporate Secretary
Grant Date: September [•], 2025

TERMS AND CONDITIONS

Grant of Units. The Company hereby grants the Units to Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this Certificate. The Units are convertible, on a one-for-one basis, into shares of Stock.
Vesting of Units. The Units will vest and become non-forfeitable on the earliest to occur of the following (each, a “Vesting Date”):

(a)	On the Vesting Date (the “Regular Vesting Date”), subject to Grantee’s Continuous Service on<br>such date;
(b)	on the termination of Grantee’s employment by the Company without Cause or the date Grantee resigns for<br>Good Reason (as defined below);
---	---
(c)	on the termination of Grantee’s Continuous Service by reason of Grantee’s death or Disability<br>
---	---
(d)	on the occurrence of a Change in Control, unless the Units are equitably converted or substituted by the<br>surviving entity in connection with the Change in Control (which in either case may only be provided through a cash award or an award denominated and settled in publicly-traded securities); or
---	---
(e)	if the Units are equitably converted or substituted by the surviving entity in connection with a Change in<br>Control (which in either case may only be provided through a cash award or an award denominated and settled in publicly-traded securities), on the termination of Grantee’s employment by the Company without Cause or Grantee resigns for Good<br>Reason (as defined below) within two years after the effective date of the Change in Control.
---	---

If Grantee’s employment terminates prior to the Vesting Date for any reason other than as described in (b), (c) or (e) above, Grantee shall forfeit all right, title and interest in and to the Units as of the date of such termination and the unvested Units will be reconveyed to the Company without further consideration or any act or action by Grantee.

“Good Reason” has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any, between Grantee and the Company or an Affiliate; provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is defined, “Good Reason” as used herein shall not apply to the Units under this Certificate. Notwithstanding the foregoing, Good Reason termination rights shall not be triggered with respect to the Units under this Certificate solely as a result of the Company’s common stock ceasing to be publicly-traded or the Company (or its successor) otherwise becoming a privately-held company).

Conversion to Stock. Unless the Units are forfeited prior to the Vesting Date as provided in Section 2 above, vested Units will be converted to shares of Stock (the “Conversion Date”) on the earlier of (i) the effective date of a Change in Control, unless the Units are equitably converted or substituted by the surviving entity in connection with the Change in Control (which in either case may only be provided through a cash award or an award denominated and settled in publicly-traded securities) or (ii) the Regular Vesting Date. The shares of Stock will be registered in the name of Grantee as of the Conversion Date, and statements of book entry notation of the shares of Stock in the name of Grantee shall be delivered to Grantee or Grantee’s designee upon request of Grantee as soon as practicable after the Conversion Date. Notwithstanding the foregoing, if Grantee’s Units vest as a result of Sections 2(b) or (c), the Units shall be settled in cash as soon as practicable after the Vesting Date in an amount equal to the value of the underlying shares of Stock on the Vesting Date and that the Units would have otherwise been converted into.
Limitation of Rights. The Units do not confer to Grantee or Grantee’s beneficiary any rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the Units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any affiliate to terminate Grantee’s service at any time, nor confer upon Grantee any right to continue in the service of the Company or any affiliate.
Dividend Equivalents. If any dividends or other distributions are paid with respect to shares of Stock while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Units shall be converted into additional Units in Grantee’s name, based on the Fair Market Value of the shares of Stock as of the date such dividends or distributions were payable, and such additional Units shall be subject to the same forfeiture and transfer restrictions and deferral terms as apply to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting and other rights as a shareholder of the Company.
Restrictions on Transfer. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an affiliate. The Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution.
Payment of Taxes. Where applicable, Grantee will pay to the Company or make other arrangements satisfactory to the Company regarding payment of, any federal, state and local taxes of any kind (including social insurance contributions, payroll taxes and other related taxes, if any) required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, the withholding requirement will be satisfied by withholding shares of Stock having a Fair Market Value on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the Units hereunder had expired) on the date of such amendment or termination.

Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

Clawback. The Units shall be subject to, and this Certificate incorporates by reference, any compensation recoupment policy of the Company currently in place (or subsequently instituted by the Company as necessary to comply with any applicable federal, state, or securities exchange laws or regulations).
Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Certificate and the Plan.
Severability. If any one or more of the provisions contained in this Certificate are invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attn: Secretary

or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

Code Section 409A. This Certificate shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code).

ADDENDUM A

Acknowledgments.

(a) Sufficient Consideration. Grantee acknowledges and agrees that he/she has received good and valuable consideration for entering into and agreeing to the terms of this Addendum A (this “Addendum”), including, without limitation, the grant of the Units pursuant to the Restricted Stock Unit Award Certificate to which this Addendum is attached, as well as access to and use of the Group’s Confidential Information (as that term is defined below) and access to the Group’s customer and employee relationships and goodwill.

(b) Access to Confidential Information, Relationships, and Goodwill. Grantee acknowledges and agrees that he/she is being provided and entrusted with Confidential Information, including highly confidential customer information that is subject to extensive measures to maintain its secrecy within the Group, is not known in the trade or disclosed to the public, and would materially harm the Group’s legitimate business interests if it was disclosed or used in violation of this Addendum. Grantee also acknowledges and agrees that he/she is being provided and entrusted with access to the Group’s customer and employee relationships and goodwill. Grantee further acknowledges and agrees that the Group would not provide access to the Confidential Information, customer and employee relationships, and goodwill in the absence of Grantee’s execution of and compliance with this Addendum. Grantee further acknowledges and agrees that the Group’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of the Group and are legitimate business interests that are properly subject to protection through the covenants contained in this Addendum.

(c) Potential Unfair Competition. Grantee acknowledges and agrees that as a result of his/her employment with the Company or a Group Company, his/her knowledge of and access to Confidential Information, and his/her relationships with the Group’s customers and employees, Grantee would have an unfair competitive advantage if Grantee were to engage in activities in violation of this Addendum.

(d) No Undue Hardship. Grantee acknowledges and agrees that, in the event that his/her employment with the Company or a Group Company terminates, Grantee possesses marketable skills and abilities that will enable Grantee to find suitable employment without violating the covenants set forth in this Addendum.

(e) Voluntary Execution. Grantee acknowledges and affirms that he/she is executing this Addendum voluntarily, that he/she has read this Addendum carefully and had a full and reasonable opportunity to consider this Addendum (including an opportunity to consult with legal counsel), and that he/she has not been pressured or in any way coerced, threatened or intimidated into signing this Addendum.

Definitions. The following capitalized terms used in this Addendum shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

(a) “Company” means Genuine Parts Company.

(b) “Competitive Services” means (i) the retail and wholesale distribution of: industrial products; automotive replacement parts and supplies; industrial bearings and fluid; mechanical, electrical, and/or power transmission components; and (ii) the business of providing any other activities, products, or services of the type conducted, authorized, offered, or provided by the Company or any Group Company as of Grantee’s Termination Date, or during the one (1) year immediately prior to Grantee’s Termination Date).

(c) “Confidential Information” means any and all data and information relating to the Group, its activities, business, or clients that (i) is disclosed to Grantee, is conceived, created, developed, or produced by Grantee during his/her employment with the Company or a Group Company, or of which Grantee becomes aware as a consequence of his/her employment with the Company or a Group Company; (ii) has value to the Group; and (iii) is not generally known outside of the Group. “Confidential Information” shall include, but is not limited to, the following types of information regarding, related to, or concerning the Group: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data and financial information; details of customer contracts; current and anticipated customer

requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Group, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Group. In addition to data and information relating to the Group, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Group by such third party, and that the Group has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Group.

(d) “Grantee” means the individual employee who has been granted units pursuant to the Restricted Stock Unit Award Certificate to which this Addendum is attached.

(e) “Group” means the Company and each Group Company.

(f) “Group Company” means each of the Company’s direct and indirect subsidiaries.

(g) “Material Contact” means (i) having dealings with a customer or potential customer on behalf of the Company or a Group Company; (ii) coordinating or supervising dealings with a customer or potential customer on behalf of the Company or a Group Company; (iii) obtaining Confidential Information about a customer or potential customer in the ordinary course of business as a result of Grantee’s employment with the Company or a Group Company; or (iv) receiving compensation, commissions, or earnings within the two (2) years prior to the Termination Date that resulted from the sale or provision of products or services of the Company or a Group Company to a customer.

(h) “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(i) “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, advisor, director, officer, manager, employee, agent, representative, contractor, or consultant.

(j) “Protected Customer” means any Person to whom the Group has sold its products or services or actively solicited to sell its products or services, and with whom Grantee has had Material Contact on behalf of the Group during his/her employment with the Company or a Group Company.

(k) “Protective Covenants” means the protective covenants contained in Sections 3 through 8 hereof.

(l) “Restricted Period” means any time during Grantee’s employment with the Company or a Group Company, as well as one (1) year immediately following Grantee’s Termination Date.

(m) “Restricted Territory” means the (i) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming; and (ii) any other territory where Grantee is working on behalf of the Company or a Group Company during the one (1) year preceding the conduct in question (if the conduct occurs while Grantee is still employed by the Company or a Group Company) or the Termination Date (if the conduct occurs after Grantee’s Termination), as applicable.

(n) “Termination” means the termination of Grantee’s employment with the Company or a Group Company, for any reason, whether with or without cause, upon the initiative of either party.

(o) “Termination Date” means the date of Grantee’s Termination.

Restriction on Disclosure and Use of Confidential Information. Grantee agrees that Grantee shall not, directly or indirectly, use any Confidential Information on Grantee’s own behalf or on behalf of any Person other than the Group, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Group to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Grantee further agrees that he/she shall fully cooperate with the Group in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Addendum is not intended to, and does not, alter either the Group’s rights or Grantee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Grantee shall not be restricted from: (a) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Grantee shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Grantee; (b) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Grantee shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Grantee has made such reports or disclosures; or (c) disclosing information about a dispute involving a nonconsensual sexual act or sexual contact (including when the victim lacks capacity to consent), or a dispute relating to conduct that is alleged to constitute sexual harassment under applicable law. In addition, and anything herein to the contrary notwithstanding, Grantee is hereby given notice that he/she shall not be criminally or civilly liable under any federal or state trade secrets law for: (d) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (e) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Non-Competition. Grantee agrees that, during the Restricted Period, he/she will not, without prior written consent of the Company, directly or indirectly (a) carry on or engage in Competitive Services within the Restricted Territory on his/her own behalf or as a Principal or Representative of any Person, (b) provide management, executive oversight, consulting service, and/or related services to any Person engaged in Competitive Services anywhere within the Restricted Territory, or (c) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory; provided, however, that Grantee may own or control 5% or less of all of the issued and outstanding securities of any such business that is publicly traded on a national market.
Non-Solicitation of Protected Customers. Grantee agrees that, during the Restricted Period, he/she shall not, without the prior written consent of the Company, directly or indirectly, on his/her own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services. Actions prohibited by this Section 5 include, but are not limited to, using social media platforms (including without limitation LinkedIn and Facebook) to make posts directed in whole or in part at Protected Customers, or to send unsolicited communications to Protected Customers regarding Competitive Services.
Non-Recruitment of Employees and Independent Contractors. Grantee agrees that, during the Restricted Period, he/she shall not, without the prior written consent of the Company, directly or indirectly, whether on his/her own behalf or as a Principal or Representative of any Person, within the Restricted Territory, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company or any Group Company to terminate his/her employment or other relationship with the Company or any Group Company or to enter into employment or any other kind of business relationship with Grantee or any other Person.
Non-Disparagement. Grantee agrees that during the Restricted Period, he/she shall not make, publish or communicate to any Person or in any public forum (including social media) any defamatory or disparaging remarks, comments or statements concerning the Group or any of its products, services, affiliates, directors, officers, or employees. Notwithstanding the foregoing, this provision does not in any way limit, restrict, or impede any of Grantee’s rights that are expressly reserved in Section 3, or in any way limit Grantee’s ability to provide truthful testimony or information in response to a subpoena, court or arbitral order, or valid request by a government entity, or as otherwise required by law.
Return of Materials. Grantee agrees that he/she will not retain or destroy (except as set forth below), and will immediately return to the Company on or prior to the Termination Date, or at any other time the Company requests such return, any and all property of the Group that is in his/her possession or subject to his/her control, including, but not limited to, customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Group and its business (regardless of form, but specifically including all electronic files and data of the Group), together with all Confidential Information belonging to the Group or that Grantee received from or through his/her employment with the Company or a Group Company. Grantee will not make, distribute, or retain copies of any such information or property. To the extent that Grantee has electronic files or information in his/her possession or control that belong to the Group or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Termination Date, or at any other time the Company requests, Grantee shall (a) provide the Company with an electronic copy of all of such files or information (in an electronic format that readily accessible by the Company); (b) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Group-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (c) provide a written certification to the Company that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted. Grantee agrees that he/she will reimburse the Group for all of its costs, including reasonable attorneys’ fees, of recovering the above materials and otherwise enforcing compliance with this provision if he/she does not return the materials to the Company or take the required steps with respect to electronic information or files on or prior to the Termination Date or at any other time the materials and/or electronic file actions are requested by the Company or if Grantee otherwise fails to comply with this provision.
Enforcement of Protective Covenants.

(a) Rights and Remedies Upon Breach. The Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Grantee breaches, or threatens to breach, any of the Protective Covenants, the Company and/or any impacted Group Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Grantee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Group and that money damages would not provide an adequate remedy to the Group. Grantee understands and agrees that if he/she violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Group at law or in equity. Grantee understands and agrees that, if the Parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company and/or any impacted Group Company prevails in such legal action, the Company and/or any impacted Group Company, as applicable, will be entitled, in addition to any other remedy, to recover from Grantee its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s and any impacted Group Company’s ability to enforce their rights under the Protective Covenants or applicable law against Grantee shall not be impaired in any way by the existence of a claim or cause of action on the part of Grantee based on, or arising out of, this Addendum or any other event or transaction.

(b) Severability and Modification of Covenants. Grantee acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The Parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Addendum or such Protective Covenant. If any of the provisions of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be modified as such court may deem just and proper for the reasonable protection of the Group’s legitimate business interests and may be enforced by the Company and/or any impacted Group Company to that extent in the manner described above and all other provisions of this Addendum shall be valid and enforceable.

Disclosure of Addendum. Grantee acknowledges and agrees that, during the Restricted Period, he/she will disclose the existence and terms of this Addendum to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Grantee further agrees that the Company shall have the right to make any such prospective employer, business partner, investor or lender of Grantee aware of the existence and terms of this Addendum.
Miscellaneous.

(a) Applicable Law; Forum Selection; Consent to Jurisdiction. The Company and Grantee agree that this Addendum shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia without giving effect to its conflicts of law principles. Grantee agrees that the exclusive forum for any action to enforce this Addendum, as well as any action relating to or arising out of this Addendum, shall be the Superior Court of Cobb County, Georgia or the United States District Court for the Northern District of Georgia, Atlanta Division. With respect to any such court action, Grantee hereby (i) irrevocably submits to the personal jurisdiction of such courts; (ii) consents to service of process; (iii) consents to venue; and (iv) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. The Company and Grantee agree that such courts are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

(b) Waiver of Jury Trial. EACH PARTY TO THIS ADDENDUM HEREBY AGREES TO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS ADDENDUM, THE TRANSACTIONS CONTEMPLATED HEREBY, AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

(c) Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Addendum shall not be deemed a waiver or relinquishment of any right granted in this Addendum or of the future performance of any such term or condition or of any other term or condition of this Addendum, unless such waiver is contained in a writing signed by the party making the waiver (which consent shall recite the specific provision affected), and not by any course of dealing, oral understandings, detrimental reliance or any act or failure to act on the part of any party or parties.

(d) Assignment. This Addendum can be assigned by the Company without Grantee’s consent and shall be binding and inure to the benefit of the Company, its successors and assigns. No right, obligation or duty of this Addendum may be assigned by Grantee without the prior written consent of the Company. This Addendum expressly authorizes the enforcement of all restrictive covenants by an assignee or successor of the Company.

(e) Third-Party Beneficiaries. The Group Companies are intended third-party beneficiaries of the Company’s rights and Grantee’s obligations under this Addendum and shall have the right to enforce such rights and obligations in their own name.

EX-10.3

EXHIBIT 10.3

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of September [•], 2025 **** (the “Effective Date”), is made by and between Genuine Parts Company, a corporation organized under the laws of the State of Georgia (the “Company”) and [•] (“Executive”).

WHEREAS, Executive is an employee of the Company or one of its Affiliates;

WHEREAS, the Board considers it to be in the best interests of its stockholders to enter into this Agreement with Executive in order to, among other reasons, retain Executive and ensure continuity of the Company’s businesses during periods of potentially significant organizational changes or other important times when [his/her] continued employment with the Company may be uncertain; and

WHEREAS, the Board further considers it to be in the best interests of its stockholders that the protections afforded to Executive pursuant to [his/her] Change in Control Agreement with the Company, dated as of [•] (“Executive’s Change in Control Agreement”), shall remain in full force and effect and not be superseded by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, agreements and conditions contained in this Agreement, the Company and Executive agree as follows:

SECTION I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings indicated below:

1.1 “Accrued Obligations” means the sum of (1) Executive’s Annual Base Salary through the Date of Termination to the extent then unpaid, and (2) any accrued vacation pay to the extent then unpaid.

1.2 “Affiliate” means any company controlled by, controlling or under common control with the Company.

1.3 “Annual Base Salary” means Executive’s annual base salary, exclusive of any bonus pay, commissions or other additional compensation, in effect on the Date of Termination.

1.4 “Annual Bonus” means Executive’s annual bonus under the Company’s annual bonus program, as in effect from time to time, in which Executive is covered, if any.

1.5 “Board” means the Board of Directors of the Company.

1.6 “Cause” means:

(a) any act that constitutes, on the part of Executive, fraud, dishonesty, breach of fiduciary duty, misappropriation, embezzlement or gross misfeasance of duty;

(b) willful disregard of published Company policies and procedures or codes of ethics; or

(c) conduct by Executive in [his/her] office with the Company that is grossly inappropriate and demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith.

In the case of (b) or (c) above, such conduct shall not constitute “Cause” unless the Board shall have delivered to Executive notice setting forth with specificity (i) the conduct deemed to qualify as “Cause”, (ii) reasonable action, if any, that would remedy such objection, and (iii) a reasonable time (not less than thirty (30) days) within which Executive may take such remedial action, and Executive shall not have taken such specified remedial action within the specified time.

1.7 “Change in Control Protection Period” means any Employment Period (as defined in the Executive’s Change in Control Agreement) in which Executive is eligible for payments or benefits under Executive’s Change in Control Agreement.

1.8 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

1.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and includes a reference to the underlying proposed or final regulations.

1.10 “Date of Termination” means (i) if Executive’s employment is terminated by Executive for Good Reason, the date specified in the Notice of Termination, which may not be less than sixty (60) days after the date of delivery of the Notice of Termination; provided that the Company may specify any earlier Date of Termination, (ii) if Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination, which in the case of a termination for Cause as defined in Section 1.6(b) and Section 1.6(c) may not be less than thirty (30) days after the date of delivery of the Notice of Termination, (iii) if Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Executive of such termination or any later date specified in such notice, and (iv) if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death or thirty (30) days after receipt of the Notice of Termination rendered by reason of Disability, as the case may be.

1.11 “Disability” has the meaning assigned to such term in the Company’s long-term disability plan, from time to time in effect.

1.12 “Good Reason” means, without the written consent of Executive:

(a) a material diminution in Executive’s authority, duties or responsibilities;

(b) a material reduction by the Company in Executive’s Annual Base Salary or Target Bonus, as the same may be increased from time to time;

(c) the Company requiring Executive to be based at any office or location other than the location where Executive was employed immediately preceding the Effective Date or any office or location less than fifty (50) miles from such location;

(d) any failure by the Company to comply with and satisfy Section 7.1 of this Agreement; or

(e) the material breach by the Company of any other provision of this Agreement;

Good Reason shall not include Executive’s death or Disability. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. A termination by Executive shall not constitute termination for Good Reason unless Executive shall first have delivered to the Company, within ninety (90) days of the occurrence of the event giving rise to Good Reason, written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason, and there shall have passed a reasonable time (not less than sixty (60) days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive.

1.13 “Notice of Termination” means a written notice from the Company or Executive (as applicable) that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the date of Executive’s termination of employment.

1.14 “Section 409A” means Section 409A of the Code and any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury.

1.15 “Target Bonus” means Executive’s annual target bonus under the Company’s annual bonus program, as in effect from time to time, in which Executive is covered, if any.

SECTION II

TERM OFAGREEMENT

2.1 This Agreement shall become effective on the Effective Date and shall continue in effect for a three (3) year term (the “Term”). To the extent not previously terminated, the Term shall be automatically renewed for successive one (1) year periods upon the terms and conditions set forth herein, commencing at the end of the initial Term, and on each annual anniversary thereafter, unless either party gives the other party notice at least sixty (60) calendar days prior to the end of such initial or applicable renewal Term that the Term shall not be so extended. For purposes of this Agreement, any reference to the “Term” of this Agreement shall include the original term and any renewal thereof. Executive’s employment with the Company is “at will” and may be terminated by the Company for any reason in its sole and absolute discretion in accordance with any applicable provision of Section III and the payment or provision of such benefits as may be required under this Agreement.

SECTION III

SEVERANCE PAYMENTS AND BENEFITS

3.1 Termination of Employment Outside of Change in Control Protection Period.

(a) Termination by Company Without Cause; Termination by Executive for Good Reason. During the Term, if (1) the Company shall terminate Executive’s employment other than for Cause, Disability or death, or (2) Executive shall terminate employment for Good Reason, in either case other than during a Change in Control Protection Period, then the Company shall pay or provide the following amounts and benefits to Executive, in addition to the Accrued Obligations:

(i) Severance Payments. On the sixtieth (60^th^) day following the Date of Termination, Executive will be paid a lump sum payment in an amount equal to [•] ([•])^1^ ^2^.

(ii) Bonus for Year of Termination. Executive will be paid a lump sum cash payment in an amount equal to the product of (x) Executive’s Annual Bonus in effect immediately prior to the Date of Termination based on actual achievement of performance goals at the end of the performance period, and (y) a fraction, the numerator of which is the number of days from January 1 of the year during which the Date of Termination occurs to the Date of Termination and the denominator of which is three hundred and sixty five (365). Such payment shall be made at approximately the same time Executive’s Annual Bonus would have been paid if Executive continued to be employed by the Company, which, for purposes of clarity, shall be in the calendar year following the year during which the Date of Termination occurs.

(iii) Equity Awards. As of the Date of Termination, any and all outstanding restricted stock units, performance restricted stock units, and other equity-based awards granted to Executive under any stock plan of the Company shall be treated as follows: (i) all awards subject to time-based vesting conditions shall vest as of the Date of Termination (to the extent not already then vested) in an amount equal to the product of (x) the number of unvested awards immediately prior to the Date of Termination, and (y) a fraction, the numerator of which is the number of days in the applicable vesting period prior to the Date of Termination and the denominator of which is the total number of days within the applicable vesting period, and (ii) all awards subject to performance-based vesting conditions shall vest as of the end of the applicable performance period (to the extent not already then vested) in an amount equal to the product of (x) the number of awards that were earned based on actual achievement of performance goals at the end of the applicable performance period, and (y) a fraction, the numerator of which is the number of days from the first day of the applicable performance period to the Date of Termination and the denominator of which is the total number of days within the applicable performance period. Such

^1^	For CEO: two (2) times the sum of (x) Executive’s Annual Base Salary, plus<br>(y) Executive’s Target Bonus in effect immediately prior to the Date of Termination.
^2^	For CEO direct reports: (x) one and a half (1.5) times Executive’s Annual Base Salary, plus<br>(y) Executive’s Target Bonus in effect immediately prior to the Date of Termination.
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awards will be settled in accordance with, and otherwise be subject to, the terms of the stock plan of the Company and Executive’s award agreement thereunder. Notwithstanding the foregoing, the Company reserves the discretion to settle any and all outstanding restricted stock units, performance restricted stock units, and other equity-based awards granted to Executive under any stock plan of the Company in cash or stock of the Company.

(iv) COBRA Continuation Coverage.

(A) The Company shall continue to provide the same level of group health coverage maintained by Executive as was in effect on the Date of Termination for up to eighteen (18) months from the Date of Termination (the “Welfare Benefits Continuation Period”) provided Executive makes a timely COBRA election. For purposes of this Section 3.1(a)(iv), group health coverage means any of the following coverages maintained by Executive on the Date of Termination: medical, dental, vision, or employee assistance benefits under the group health plan(s) sponsored by the Company covering Executive and [his/her] dependents. Such group health coverage is subject to any modifications made to the same group health coverage provided to similarly situated employees, including but not limited to termination of the group health plans sponsored by the Company.

(B) During the Welfare Benefits Continuation Period, the Company shall be responsible for the full cost of such group health coverage that is self-funded. The cost of the self-funded group health coverage will be the monthly cost as determined by the Company in accordance with reasonably acceptable means, which shall equal the “applicable premium” under COBRA for such benefits for the applicable year.

(v) [Defined Benefit Supplemental Retirement Plan. As of the Date of Termination, all benefits provided to Executive under the Genuine Parts Company Defined Benefit Supplemental Retirement Plan (“DB SRP”) shall become fully vested (to the extent not already then vested). Notwithstanding the specific terms of the DB SRP, the value of Executive’s benefit under the DB SRP shall be determined by (i) computing the present value of Executive’s monthly Supplemental Retirement Income (as defined in the DB SRP) accrued as of Executive’s Date of Termination and payable as of the Normal Retirement Date, and (ii) using the Applicable Interest Rate and Applicable Mortality Table as defined in the Genuine Parts Company Pension Plan (or such other mortality table and/or interest rate in effect under the DB SRP as of the Date of Termination. For the avoidance of doubt, all other terms and conditions under the DB SRP, including the timing of payments under the DB SRP shall remain in full force and effect.]^3^

(vi) Other Benefits. To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates (such other amounts and benefits shall be hereinafter collectively referred to as “Other Benefits”).

In the event of Executive’s death following the Date of Termination and before all payments or benefits Executive is entitled to receive under this Section 3.1(a) have been paid, such unpaid amounts will be paid to Executive’s estate in a lump-sum payment within when otherwise payable to Executive.

^3^	Include bracketed language only for executives with a benefit under the DB SRP.<br>

(b) Termination Due to Death or Disability. During the Term, if the Company shall terminate Executive’s employment by reason of death or Disability other than during a Change in Control Protection Period, this Agreement shall terminate without further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of: (i) Accrued Obligations and (ii) the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive or Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 3.1(b) shall include without limitation, and Executive or Executive’s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death or disability benefits, if any, as are applicable to Executive on the Date of Termination.

(c) Termination by Company for Cause; Termination by Executive other than for Good Reason. During the Term, if the Company shall terminate Executive’s employment for Cause or Executive voluntarily terminates employment not for Good Reason other than during a Change in Control Protection Period, this Agreement shall terminate without further obligations to Executive, other than for payment of: (i) Accrued Obligations and (ii) the timely payment or provision of Other Benefits. In each such case, all Accrued Obligations shall be paid to Executive in a lump sum in cash within thirty (30) days of the Date of Termination.

3.2 Release. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be obligated to provide any benefits to Executive under Section 3.1 hereof unless: (a) Executive first executes, no later than forty-five (45) calendar days after the Date of Termination, a general release of the Company, its Affiliates and their respective employees, officers and directors in such form as is requested by the Company; (b) Executive does not revoke such release within seven (7) days after signature; and (c) such release becomes effective and irrevocable in accordance with its terms.

3.3 Tax Withholding. The Company shall deduct from payments to be paid to Executive or any beneficiary all federal, state and local withholding and other taxes and charges required to be deducted under applicable law.

SECTION IV

TAXINFORMATION

4.1 Section 409A.

(a) It is the Company’s intent that this Agreement be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible and, to the extent they do not so qualify, are intended to qualify for the separation pay exceptions to Section 409A to the maximum extent possible. To the extent that none of these exceptions applies, and to the extent that the Company determines it is necessary to comply with

Section 409A (e.g., if Executive is a “specified employee” within the meaning of Section 409A), then notwithstanding any provision in this Agreement to the contrary, all amounts that would otherwise be paid or provided to Executive during the first six (6) months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day that is more than six (6) months after Executive’s separation from service.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and Executive is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company as an employee or consultant, and for purposes of any such provision of this Agreement, references to the “Date of Termination,” a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

(c) Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in one calendar year and ends in a second calendar year, the payments shall not be paid (or installments commenced) until the later of the first payroll date of the second calendar year, or the date that the release described in Section 3.2 becomes effective and irrevocable, to the extent necessary to comply with Section 409A. For purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(d) Although the Company will use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the Company nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement.

SECTION V

PROTECTIVECOVENANTS

5.1 By executing this Agreement, Executive acknowledges and agrees to be subject to the protective covenants set forth in Addendum A to this Agreement.

SECTION VI

DISPUTES

6.1 Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in the State of Georgia by three arbitrators in accordance with the rules of the Employment Dispute Rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. §1, et. seq. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. To the extent permitted by applicable law, each party hereby agrees to pay one half the arbitrator’s fees, the costs of transcripts and all other expenses of the arbitration proceedings; provided, however, that the arbitrator shall have the authority to determine payment of costs as part of the award or to allocate costs in accordance with the AAA rules.

SECTION VII

SUCCESSORS

7.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The provisions of this Section VII shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation or transfer of all or substantially all of the business or assets of that subsequent employer.

7.2 This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

SECTION VIII

NOTICES

8.1 Any termination by the Company or Executive other than during a Change in Control Protection Period shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 8.2 of this Agreement. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

8.2 For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Lead Independent Director

With copy to (which shall not constitute notice):

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: General Counsel

SECTION IX

MISCELLANEOUS

9.1 Any compensation paid or payable to Executive pursuant to this Agreement which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted from time to time) and the Company shall further have such right to cease payment of, and/or clawback, any compensation paid under this Agreement if the Company later determines Executive could have been terminated for Cause based on facts and circumstances that occurred on or before Executive’s Date of Termination and which were unknown to the Company as of such date. Executive specifically authorizes the Company to withhold from future salary or wages any amounts that may become due under this provision. This Section 9.1 shall survive the termination of this Agreement for a period of three (3) years.

9.2 This Agreement embodies the entire agreement of the Company and Executive relating to separation or severance pay other than during a Change in Control Protection Period and, except as specifically provided herein, no provisions of any employee manual, personnel policies, corporate directives or other agreement or document shall be deemed to modify the terms of this Agreement. No amendment or modification of this Agreement shall be valid or binding upon Executive or the Company unless made in writing and signed by the Company and Executive. This Agreement supersedes all prior understandings and agreements addressing severance or separation pay to which Executive and the Company are or were parties other than during a Change in Control Protection Period, including severance plan, offer letter provisions, or other employment agreements. For the avoidance of doubt, Executive’s Change in Control Agreement shall not be superseded by this Agreement and shall remain in full force and effect.

9.3 No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

9.4 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

9.5 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.6 The Agreement shall be construed, administered and governed in all respects under and by the applicable laws of the State of Georgia.

9.7 This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature page follows. Remainder of page left intentionally blank.]

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[Signature page to Severance Agreement]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

GENUINE PARTS COMPANY
By:
Name: P. Russell Hardin
Title: Lead Independent Director
Date:
EXECUTIVE
[•]
Date:

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ADDENDUM A

Acknowledgments.

(a) Sufficient Consideration. Executive acknowledges and agrees that [he/she] has received good and valuable consideration for entering into and agreeing to the terms of this Addendum A (the “Addendum”), including, without limitation, access to and use of the Group’s Confidential Information (as that term is defined below) and access to the Group’s customer and employee relationships and goodwill and eligibility for severance payments and benefits provided under the Agreement to which this Addendum is attached.

(b) Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that [he/she] is being provided and entrusted with Confidential Information, including highly confidential customer information that is subject to extensive measures to maintain its secrecy within the Group, is not known in the trade or disclosed to the public, and would materially harm the Group’s legitimate business interests if it was disclosed or used in violation of this Addendum. Executive also acknowledges and agrees that [he/she] is being provided and entrusted with access to the Group’s customer and employee relationships and goodwill. Executive further acknowledges and agrees that the Group would not provide access to the Confidential Information, customer and employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Addendum. Executive further acknowledges and agrees that the Group’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of the Group and are legitimate business interests that are properly subject to protection through the covenants contained in this Addendum.

(c) Potential Unfair Competition. Executive acknowledges and agrees that as a result of [his/her] employment with the Company or a Group Company, [his/her] knowledge of and access to Confidential Information, and [his/her] relationships with the Group’s customers and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Addendum.

(d) No Undue Hardship. Executive acknowledges and agrees that, in the event that [his/her] employment with the Company or a Group Company terminates, Executive possesses marketable skills and abilities that will enable Executive to find suitable employment without violating the covenants set forth in this Addendum.

(e) Voluntary Execution. Executive acknowledges and affirms that [he/she] is executing this Addendum voluntarily, that [he/she] has read this Addendum carefully and had a full and reasonable opportunity to consider this Addendum (including an opportunity to consult with legal counsel), and that [he/she] has not been pressured or in any way coerced, threatened or intimidated into signing this Addendum.

Definitions. The following capitalized terms used in this Addendum shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

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(a) “Company” means Genuine Parts Company.

(b) “Competitive Services” means (i) the retail and wholesale distribution of: industrial products; automotive replacement parts and supplies; industrial bearings and fluid; mechanical, electrical, and/or power transmission components; and (ii) the business of providing any other activities, products, or services of the type conducted, authorized, offered, or provided by the Company or any Group Company as of Executive’s Termination Date, or during the one (1) year immediately prior to Executive’s Termination Date).

(c) “Confidential Information” means any and all data and information relating to the Group, its activities, business, or clients that (i) is disclosed to Executive, is conceived, created, developed, or produced by Executive during [his/her] employment with the Company or a Group Company, or of which Executive becomes aware as a consequence of [his/her] employment with the Company or a Group Company; (ii) has value to the Group; and (iii) is not generally known outside of the Group. “Confidential Information” shall include, but is not limited to, the following types of information regarding, related to, or concerning the Group: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data and financial information; details of customer contracts; current and anticipated customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Group, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Group. In addition to data and information relating to the Group, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Group by such third party, and that the Group has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Group.

(d) “Executive” means the individual employee who has entered the Agreement to which this Addendum is attached.

(e) “Group” means the Company and each Group Company.

(f) “Group Company” means each of the Company’s direct and indirect subsidiaries.

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(g) “Material Contact” means (i) having dealings with a customer or potential customer on behalf of the Company or a Group Company; (ii) coordinating or supervising dealings with a customer or potential customer on behalf of the Company or a Group Company; (iii) obtaining Confidential Information about a customer or potential customer in the ordinary course of business as a result of Executive’s employment with the Company or a Group Company; or (iv) receiving compensation, commissions, or earnings within the two (2) years prior to the Termination Date that resulted from the sale or provision of products or services of the Company or a Group Company to a customer.

(h) “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(j) “ProtectedCustomer” means any Person to whom the Group has sold its products or services or actively solicited to sell its products or services, and with whom Executive has had Material Contact on behalf of the Group during [his/her] employment with the Company or a Group Company.

(k) “Protective Covenants” means the protective covenants contained in Sections 3 through 8 hereof.

(l) “ Restricted Period ” means any time during Executive’s employment with the Company or a Group Company, as well as two (2) years immediately following Executive’s Termination Date[; provided, however, that solely for purposes of Section 4 hereof, the Restricted Period means any time during Executive’s employment with the Company or a Group Company, as well as eighteen (18) months immediately following Executive’s Termination Date.]^4^

(m) “Restricted Territory” means the (i) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming; and (ii) any other territory where Executive is working on behalf of the Company or a Group Company during the one (1) year preceding the conduct in question (if the conduct occurs while Executive is still employed by the Company or a Group Company) or the Termination Date (if the conduct occurs after Executive’s Termination), as applicable.

^4^	Bracketed language applies solely to CEO direct reports.

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(n) “Termination” means the termination of Executive’s employment with the Company or a Group Company, for any reason, whether with or without cause, upon the initiative of either party other than during a Change in Control Protection Period.

(o) “Termination Date” means the date of Executive’s Termination.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than the Group, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Group to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees that [he/she] shall fully cooperate with the Group in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Addendum is not intended to, and does not, alter either the Group’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (a) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (b) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or disclosures; or (c) disclosing information about a dispute involving a nonconsensual sexual act or sexual contact (including when the victim lacks capacity to consent), or a dispute relating to conduct that is alleged to constitute sexual harassment under applicable law. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that [he/she] shall not be criminally or civilly liable under any federal or state trade secrets law for: (d) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (e) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Non-Competition. Executive agrees that, during the Restricted Period, [he/she] will not, without prior written consent of the Company, directly or indirectly (a) carry on or engage in Competitive Services within the Restricted Territory on [his/her] own behalf or as a Principal or Representative of any Person, (b) provide management, executive oversight, consulting service, and/or related services to any Person engaged in Competitive Services anywhere within the Restricted Territory, or (c) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory; provided, however, that Executive may own or control 5% or less of all of the issued and outstanding securities of any such business that is publicly traded on a national market.

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Non-Solicitation of Protected Customers. Executive agrees that, during the Restricted Period, [he/she] shall not, without the prior written consent of the Company, directly or indirectly, on [his/her] own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services. Actions prohibited by this Section 5 include, but are not limited to, using social media platforms (including without limitation LinkedIn and Facebook) to make posts directed in whole or in part at Protected Customers, or to send unsolicited communications to Protected Customers regarding Competitive Services.
Non-Recruitment of Employees and Independent Contractors. Executive agrees that, during the Restricted Period, [he/she] shall not, without the prior written consent of the Company, directly or indirectly, whether on [his/her] own behalf or as a Principal or Representative of any Person, within the Restricted Territory, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company or any Group Company to terminate [his/her] employment or other relationship with the Company or any Group Company or to enter into employment or any other kind of business relationship with Executive or any other Person.

Non-Disparagement. Executive agrees that during the Restricted Period, [he/she] shall not make, publish or communicate to any Person or in any public forum (including social media) any defamatory or disparaging remarks, comments or statements concerning the Group or any of its products, services, affiliates, directors, officers, or employees. Notwithstanding the foregoing, this provision does not in any way limit, restrict, or impede any of Executive’s rights that are expressly reserved in Section 3, or in any way limit Executive’s ability to provide truthful testimony or information in response to a subpoena, court or arbitral order, or valid request by a government entity, or as otherwise required by law.

Return of Materials. Executive agrees that [he/she] will not retain or destroy (except as set forth below), and will immediately return to the Company on or prior to the Termination Date, or at any other time the Company requests such return, any and all property of the Group that is in [his/her] possession or subject to [his/her] control, including, but not limited to, customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Group and its business (regardless of form, but specifically including all electronic files and data of the Group), together with all Confidential Information belonging to the Group or that Executive received from or through [his/her] employment with the Company or a Group Company. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in [his/her] possession or control that belong to the Group or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Termination Date, or at any other time the Company requests, Executive shall (a) provide the Company with an electronic copy of all of such

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files or information (in an electronic format that readily accessible by the Company); (b) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Group-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (c) provide a written certification to the Company that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted. Executive agrees that [he/she] will reimburse the Group for all of its costs, including reasonable attorneys’ fees, of recovering the above materials and otherwise enforcing compliance with this provision if [he/she] does not return the materials to the Company or take the required steps with respect to electronic information or files on or prior to the Termination Date or at any other time the materials and/or electronic file actions are requested by the Company or if Executive otherwise fails to comply with this provision.

Enforcement of Protective Covenants.

(a) Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Protective Covenants, the Company and/or any impacted Group Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Executive from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Group and that money damages would not provide an adequate remedy to the Group. Executive understands and agrees that if [he/she] violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Group at law or in equity. Executive understands and agrees that, if the parties become involved in legal action regarding the enforcement of the Protective Covenants and if the Company and/or any impacted Group Company prevails in such legal action, the Company and/or any impacted Group Company, as applicable, will be entitled, in addition to any other remedy, to recover from Executive its reasonable costs and attorneys’ fees incurred in enforcing such covenants. The Company’s and any impacted Group Company’s ability to enforce their rights under the Protective Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Executive based on, or arising out of, this Addendum or any other event or transaction.

(b) Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other

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(d) Assignment. This Addendum can be assigned by the Company without Executive’s consent and shall be binding and inure to the benefit of the Company, its successors and assigns. No right, obligation or duty of this Addendum may be assigned by Executive without the prior written consent of the Company. This Addendum expressly authorizes the enforcement of all restrictive covenants by an assignee or successor of the Company.

(e) Third-Party Beneficiaries. The Group Companies are intended third-party beneficiaries of the Company’s rights and Executive’s obligations under this Addendum and shall have the right to enforce such rights and obligations in their own name.

# # #

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EX-99.1

Exhibit 99.1

www.genpt.com

News Release

FOR IMMEDIATE RELEASE

Genuine PartsCompany Advances Board Refreshment Program With

New Appointments to Support Ongoing Transformation

Appoints experienced executives Court Carruthers and Matt Carey to the Board of Directors

Company to continue its review of operational and strategic value creation initiatives

Plans to host Investor Day in 2026

Initiatives follow constructive engagement with Elliott Management

ATLANTA, GA September 4, 2025 – Genuine Parts Company (“GPC”) (NYSE: GPC), a leading global service provider of automotive and industrial parts and value-added solutions, today announced the following changes to its Board of Directors as part of its ongoing refreshment program:

•	Appointments, effective September 4, 2025, of Courtney (“Court”) Carruthers, who previously<br>served as President and CEO of TricorBraun, a B2B global packaging distributor, following various executive leadership roles at Grainger; and Matt Carey, who previously served as EVP, Customer Experience and Chief Information Officer at The Home<br>Depot following technology leadership roles at eBay and Walmart, as independent directors to the Board.
•	Robert (“Robin”) Charles Loudermilk, Jr. and John R. Holder, who served on the Board since 2010 and<br>2011, respectively, will retire from the Board on September 4, 2025. GPC’s board refreshment efforts over the past year have reduced the size of the board and strategically added financial, industry and operational expertise to replace<br>six retiring directors.
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•

Appointments, effective September 4, 2025, of Courtney (“Court”) Carruthers, who previously<br>served as President and CEO of TricorBraun, a B2B global packaging distributor, following various executive leadership roles at Grainger; and Matt Carey, who previously served as EVP, Customer Experience and Chief Information Officer at The Home<br>Depot following technology leadership roles at eBay and Walmart, as independent directors to the Board.

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Robert (“Robin”) Charles Loudermilk, Jr. and John R. Holder, who served on the Board since 2010 and<br>2011, respectively, will retire from the Board on September 4, 2025. GPC’s board refreshment efforts over the past year have reduced the size of the board and strategically added financial, industry and operational expertise to replace<br>six retiring directors.

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The Board changes announced today are made in connection to a Cooperation Agreement with Elliott Investment Management, L.P. (“Elliott”), which includes an information-sharing agreement that will allow for an ongoing dialogue between Elliott and GPC.

“Court Carruthers and Matt Carey are experienced executives with highly relevant expertise and proven track records of operational and financial success. Each will be immediately additive to our Board, as we continue to execute our strategic plan and deliver enhanced value for GPC shareholders,” said Paul Donahue, Non-Executive Chairman of the Board. “On behalf of the entire Board, I want to extend my gratitude to Robin and John who have made meaningful contributions to GPC’s success as the longest serving directors on the GPC board. Today’s announcement and our ongoing refreshment efforts to bring new perspective and expertise to the Board further reflect our commitment to advancing GPC’s long-term growth objectives.”

Will Stengel, President and Chief Executive Officer, said, “This past year has been pivotal for GPC – we have moved with discipline and speed to advance our strategic initiatives despite a dynamic environment. We will continue to evaluate and pursue opportunities that enhance operational performance, improve profitability and unlock shareholder value. I am looking forward to working alongside our Board and new directors as we advance this important work.”

Elliott Partner, Marc Steinberg, said, “As one of GPC’s largest investors, we believe the new additions to the Board and the ongoing strategic and operational review represent critical steps toward ensuring that GPC reaches its full potential. We believe the company’s current share price does not reflect the true value of its automotive aftermarket and industrial distribution businesses, and that there is a clear path to creating substantial, long-term value at GPC. We look forward to continuing our constructive engagement with Will Stengel and the Board as GPC enters this next phase of value creation.”

The Cooperation Agreement, which includes certain customary standstill, voting and other provisions, will be filed by the company with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.

Court Carruthers is a seasoned global executive and board leader with over 30 years of experience driving growth, transformation and operational excellence in industrial distribution and service businesses. He is the Vice Chair and former President and CEO of TricorBraun, a privately-held global packaging distributor. Mr. Carruthers previously served as Group President at Grainger, where he led a $9 billion Americas business spanning 15,000 team members across nine countries and oversaw the company’s global eCommerce platform. Mr. Carruthers currently serves on the boards of Ryerson, a global distributor and processor of industrial metals, and ExperiGreen Lawn Care. He previously served as a board member at US Foods and Foundation Building Materials. Mr. Carruthers holds a Bachelor of Commerce from University of Alberta in Edmonton, Canada; an MBA from Queen’s University in Kingston, Canada, a DBA from Pepperdine University in California; and is a Chartered Professional Accountant (Canada).

Matt Carey served as the Executive Vice President of Customer Experience of The Home Depot, Inc., a leading home improvement retailer, from 2022 until 2025, and previously served as Executive Vice President and Chief Information Officer of The Home Depot since 2008. Prior to The Home Depot, Mr. Carey served as the Senior Vice President and Chief Technology Officer at eBay Inc. He also held various positions with Wal-Mart Stores, Inc., with his final role as Senior Vice President and Chief Technology Officer. Mr. Carey has significant cybersecurity expertise through his current and prior positions as the chief technology officer of large retail companies. He also brings a strong understanding of artificial intelligence and emerging technologies and their impact on the customer’s experience. He currently serves as a board member at Chipotle and previously served as a director of Geeknet Inc. and TransUnion Corp. Mr. Carey received an Associate of Applied Science from Oklahoma State University-Okmulgee.

About Genuine Parts Company

Established in 1928, Genuine Parts Company is a leading global service provider of automotive and industrial replacement parts and value-added solutions. Our Automotive Parts Group operates across the U.S., Canada, Mexico, Australasia, France, the U.K., Ireland, Germany, Poland, the Netherlands, Belgium, Spain and Portugal, while our Industrial Parts Group serves customers in the U.S., Canada, Mexico and Australasia. We keep the world moving with a vast network of over 10,700 locations spanning 17 countries supported by more than 63,000 teammates. Learn more at genpt.com.

Forward-Looking Statements

Some statements in this release, as well as in other materials we file with the Securities and Exchange Commission (SEC), release to the public, or make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in the future tense and all statements accompanied by words such as “expect,” “likely,” “outlook,” “forecast,” “preliminary,” “would,” “could,” “should,” “position,” “will,” “project,” “intend,” “plan,” “on track,” “anticipate,” “to come,” “may,” “possible,” “assume,” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this release include our expectations regarding our ability to execute our strategic priorities, advance our long-term growth objectives, and enhance our operational performance. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking.

We caution you that all forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors may include, among other things, changes in general economic conditions, including unemployment, inflation (including the direct and indirect impact of tariffs and other similar measures, as well as the potential impact of retaliatory tariffs and other similar actions) or deflation, financial institution disruptions and geopolitical conflicts such as the conflict between Russia and Ukraine, the conflict in the Gaza strip and other continuing unrest in the Middle East; volatility in oil prices; significant cost increases, such as rising fuel and freight expenses; public health emergencies, including the effects on the financial health of our business partners and customers, on supply chains and our suppliers, on vehicle miles driven as well as other metrics that affect our business, and on access to capital and liquidity provided by the financial and capital markets; our ability to maintain compliance with our debt covenants; our ability to successfully integrate acquired businesses into our operations and to realize the anticipated synergies and benefits; our ability to successfully implement our business initiatives in our two business segments; slowing demand for our products; the ability to maintain favorable supplier arrangements and relationships; changes in national and international legislation or government regulations or policies, including changes to import tariffs, environmental and social policy, infrastructure programs and privacy legislation, and their direct and indirect impact to us, our suppliers and customers; changes in tax policies, including those included in the One Big Beautiful Bill Act; volatile exchange rates; our ability to successfully attract and retain employees in the current labor market; uncertain credit markets and other macroeconomic conditions; competitive product, service and pricing pressures; failure or weakness in our disclosure controls and procedures and internal controls over financial reporting; the uncertainties and costs of litigation; disruptions caused by a failure or breach of our information systems, as well as other risks and uncertainties discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and from time to time in our subsequent filings with the SEC.

Forward-looking statements speak only as of the date they are made, and we undertake no duty to update any forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the SEC.

Investor Contact:	Media Contact:
Timothy Walsh, (678) 934-5349	Heather Ross, (678) 934-5220
Vice President - Investor Relations	Vice President - Global Strategic Communications

Source: Genuine Parts Company