Pep Boys 2008 Annual Report Download - page 36

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Adjustment Provisions. If there is any change in the number or kind of shares of Pep Boys Stock outstanding (i)
by reason of a stock dividend, stock split, spin-off, recapitalization or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value or (iv)
by reason of any other extraordinary or unusual event affecting the outstanding shares of Pep Boys Stock as a class
without our receipt of consideration, or if the value of shares of Pep Boys Stock is substantially reduced as a result
of a spin-off or our payment of an extraordinary dividend or distribution, the aggregate number of shares of Pep
Boys Stock as to which awards may be granted under the 2009 Plan, the number of shares of Pep Boys Stock for
which awards may be granted to any individual during any calendar year, the kind and number of shares of Pep
Boys Stock covered by each outstanding award and the exercise price for a stock option will be equitably adjusted
by the Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the
number of, or change in the kind or value of, the issued shares of Pep Boys Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under the 2009 Plan and such outstanding awards;
provided, that any fractional shares resulting from such adjustment will be eliminated.
Change of Control. If a change of control occurs, as defined in the 2009 Plan, unless the Committee determines
otherwise, any stock option granted under the 2009 Plan will immediately become exercisable in full and all
restrictions related to shares of restricted stock and phantom units will lapse. In addition, in the event of a change of
control, the Committee may take any one or more of the following actions with respect to any or all outstanding
awards: (i) the Committee may require that grantees surrender their outstanding stock options in exchange for one
or more payments by us, in cash or shares of Pep Boys Stock as determined by the Committee, in an amount equal
to the amount, if any, by which the fair market value of the shares subject to the grantee’s unexercised stock options
exceeds the exercise price of the stock option, and on such terms as the Committee determines, (ii) after giving
optionees an opportunity to exercise their outstanding stock options, the Committee may terminate any or all
unexercised stock options at such time as the Committee deems appropriate, (iii) with respect to grantees awarded
phantom units, the Committee may determine that such grantees will receive one or more payments in settlement of
such grants, in such amount and form and on such terms as may be determined by the Committee, subject to the
requirements of Section 409A of the Code, to the extent applicable, or (iv) determine that all outstanding stock
options that are not exercised will be assumed by, or replaced with comparable stock options by the surviving
corporation (or a parent or subsidiary of the surviving corporation), and grants of restricted stock and phantom units
that remain in effect after the change of control will be converted to similar grants of the surviving corporation (or a
parent or subsidiary of the surviving corporation). Such acceleration, surrender, termination, settlement or
conversion will take place as of the date of the change of control or such other date as the Committee specifies.
Amendment and Termination of the 2009 Plan. The Board of Directors may amend the 2009 Plan from time to
time as it may deem advisable, subject to stockholder approval if required to comply with the requirements of the
New York Stock Exchange or if there is change in the class of individuals eligible to receive an ISO, extend the
expiration date for the grant of ISOs, decrease the minimum exercise price of an ISO previously granted, increase
the maximum number of shares that may be granted to any individual in any calendar year or increase the maximum
number of shares available for awards. If the 2009 Plan is approved by the stockholders at the 2009 Annual
Meeting, no grants may be issued under the 2009 Plan after December 31, 2014. If the stockholders do not approve
the extension of the term of the Current Plan, no grants may be issued under the Current Plan after March 23, 2009,
and awards granted prior to the expiration of the Current Plan will remain effective for the periods specified in their
award agreements.
Grants Under the 2009 Plan. As of April 17, 2009, stock options to purchase an aggregate of 2,476,781 shares
of Pep Boys Stock (net of cancellations) were granted under the Current Plan and phantom units representing an
aggregate of 784,221 shares of Pep Boys Stock (net of cancellations) were awarded under the Current Plan, of
which 256,124 phantom units remain subject to restrictions. If the 2009 Plan is approved the total number of
shares of Pep Boys Stock that may be issued under the 2009 Plan will be 6,000,000 shares, of which 2,738,998
shares will be available for issuance. We do not maintain any other equity compensation plans for which awards
can be issued pursuant to future grants.
No grants have been made under the 2009 Plan with respect to shares of Pep Boys Sock that are subject to
approval at the 2009 Annual Meeting. It is currently not possible to predict the number of shares of Pep Boys Stock