Pep Boys 2008 Annual Report Download - page 31

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Nonqualified Deferred Compensation Plan
Name
Executive
Contributions
in Last FY
($)
Registrant
Contributions
in Last FY
($)
Aggregate
Earnings in
Last FY
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at Last
FYE
($)
Michael R. Odell -- -- (41,576) -- 15,136
Raymond L. Arthur 75,000 75,000 -- -- 150,000
Joseph A. Cirelli 22,489 9,910 (25,312) 15,589 40,808
Troy E. Fee 8,258 8,258 (32,990) -- 28,526
Scott A. Webb 6,606 6,606 (20,969) -- 20,846
Jeffrey C. Rachor(a) -- -- (281,665) 149,375 --
Harry Yanowitz(a) -- -- (2,566) 18,331 --
(a) Vested balances became distributable upon this executive’s resignation from the Company.
Employment Agreements With Named Executive Officers
Change of Control Agreements. We have agreements with Messrs. Odell, Arthur, Cirelli, Fee and Webb that
become effective upon a change of control of Pep Boys. Following a change of control, these employment
agreements become effective for two years and provide these executives with positions and responsibilities, base
and incentive compensation and benefits equal or greater to those provided immediately prior to the change of
control. In addition, we are obligated to pay any excise tax imposed by Section 4999 of the Internal Revenue Code
(a parachute payment excise tax) on a change of control payment made to a named executive officer. A trust
agreement has been established to better assure the named executive officers of the satisfaction of Pep Boys’
obligations under their employment agreements following a change of control. Upon a change of control, all
outstanding but unvested stock options and RSUs held by our all of our associates (including the named executive
officers) vests and becomes fully exercisable. For the purposes of these agreements, a change of control shall be
deemed to have taken place if:
• incumbent directors (those in place on, or approved by two-thirds of those in place on, the date of the
execution of the agreements) cease to constitute a majority of our Board;
• any person becomes the beneficial owner of 20% or more of our voting securities;
• the consummation of business combination transaction, unless immediately thereafter (1) more than 50% of
the voting power of the resulting entity is represented by our shareholders immediately prior to such
transaction, (2) no person is the beneficial owner of more than 20% of the resulting entity’s voting securities
and (3) at least a majority of the directors of the resulting entity were incumbent directors;
• a sale of all or substantially all of our assets;
• the approval of a complete liquidation or dissolution of Pep Boys; or
• such other events as the Board may designate.
Non-Competition Agreements. In exchange for a severance payment equal to one year’s base salary upon the
termination of their employment without cause, each of Messrs. Odell, Arthur, Cirelli, Fee and Webb has agreed to
customary covenants against competition during their employment and for one year thereafter.
Potential Payments Upon Termination or Change of Control
The following table shows information regarding the payments and benefits that each named executive officer
would have received under his Non-Competition Agreement assuming that he was terminated without cause as of
January 31, 2009.