Pep Boys 2007 Annual Report Download - page 35

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27
resignation. On May 1, 2008, Raymond L. Arthur was appointed Executive Vice President – Chief Financial
Officer. In connection with his appointment, the Company’ entered into standard Change of Control and Non-
Competition Agreements with Mr. Arthur, except that his severance payment under his Non-Competition
Agreement will be equal to 18-months salary if he is terminated within one-year of the appointment of the
Company’s next permanent Chief Executive Officer (other than Mr. Odell). Mr. Arthur succeeds Mr. Yanowitz,
who announced his planned departure from the Company on January 17, 2008 and subsequently resigned on May 1,
2008. Mr. Yanowitz was not entitled to any additional compensation (aside from his salary and benefits through his
resignation date) in connection with his resignation.
Potential Payments Upon Termination or Change of Control
The following table shows information regarding the payments and benefits that a named executive officer
would have received under his Employment Agreement (Mr. Rachor) or Non-Competition Agreement (Messrs.
Odell, Cirelli, Webb, Yanowitz) assuming that he was terminated without cause as of February 2, 2008.
Name
Cash Payment
($)
Jeffrey R. Rachor 2,400,000
Michael R. Odell 750,000
Joseph A. Cirelli 300,020
Scott A. Webb 400,000
Harry F. Yanowitz 400,000
The following table shows information regarding the payments and benefits that a named executive officer
would have received under his Change of Control Agreement assuming that he was terminated immediately upon a
change of control as of February 3, 2008.
Name
2X
Base
Salary
($)
2X
Target
Bonus
($)
2X
SERP
($)
(a)
2X
Health and
Welfare
Benefits
($)
Value of
Accelerated
Vesting of
Outstanding
Equity Awards
($)(b)
Jeffrey R. Rachor 2,400,000 3,600,000 960,000 136,167 4,365,000
Michael R. Odell 1,000,000 750,000 175,000 68,323 596,224
Joseph A. Cirelli 600,040 270,018 139,209 66,565 64,020
Scott A. Webb 800,000 360,000 116,000 63,523 259,467
Harry F. Yanowitz 800,000 360,000 116,000 66,805 311,925
(a) Represents two year’s worth of contributions under the defined contribution portion of the SERP.
(b) Represents the value of the accelerated vesting of all “in the money” stock options and RSUs at the closing
price of a share of PBY Stock on February 2, 2008 ($11.64).
Proxy