Pep Boys 2008 Annual Report Download - page 40

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Committee may be based upon the attainment of specified levels of our performance under one or more of the
measures described above relative to the performance of other entities and may also be based on the performance of
one of our business units or divisions or any subsidiary. The Committee will determine the objective business
criteria upon which the performance goals are based and the weight to be accorded each.
For any bonus under the Bonus Plan not designated to qualify as qualified performance-based compensation
under Section 162(m) of the Code, the performance goals may be based on one or more of the objective business
criteria listed above and/or such other individual or small team performance measures or goals, whether quantitative
or qualitative, as may be determined by the Committee in its sole discretion.
The Committee may, at any time prior to the final determination of the bonus amounts payable, change a
participant’s minimum, maximum and/or target bonus amounts or assign a different minimum, maximum and/or
target bonus amount to reflect a change in the participant’s level of responsibility or position during the
performance period; provided, however, that no change may be made to the performance goals with respect to any
bonus designated as qualified performance based compensation for purposes of Section 162(m) of the Code under
the Bonus Plan.
Earning Bonuses. Generally, a participant earns a bonus for a performance period based on the level of
achievement of the performance goals established by the Committee for that period. Except for bonuses designated
as qualified performance based compensation under Section 162(m) of the Code, bonus amounts may be increased
or decreased at the discretion of the Committee based upon subjective criteria. Bonuses designated as qualified
performance-based compensation for purposes of Section 162(m) of the Code may only be decreased at the
discretion of the Committee based upon subjective criteria; however, in no event will a reduction in one
participant’s bonus result in an increase to another bonus as designated qualified performance-based compensation.
Determination and Payment of Bonuses. Within sixty days after the end of the performance period, the
performance goals will be measured and the resulting bonus amounts for participants will be approved by the
Committee. Upon certification of the achievement of the applicable performance goals by the Committee, a
participant’s bonus will normally be payable in a single lump sum cash payment as soon as practicable following
the close of the performance period, but not later than ninety days after the close of the performance period;
provided, however, that a participant may elect to defer receipt of his or her bonus under our Deferred
Compensation Plan consistent with the requirements of Section 409A of the Code.
Limitations on Payment of Bonuses. Generally, a participant must be employed on the last day of a performance
period to receive payment of a bonus under the Bonus Plan. In no event will payment of a bonus be made, prior to
the end of the performance period to which it relates. If payments are to be made under the Bonus Plan after a
participant’s death, such payments shall be made to the personal representative of the participant’s estate.
Amendment and Termination of Bonus Plan. The Committee has the authority to extend, amend, modify or
terminate the Bonus Plan at any time; provided that the Committee may not amend the Bonus Plan without
obtaining stockholder approval if stockholder approval is required under Section 162(m) of the Code.
New Bonus Plan Benefits. The amounts payable under the Bonus Plan for 2009 cannot be determined until after
the 2009 fiscal year is completed and achievement of the various performance goals is determined. Accordingly,
the benefits or amounts of bonuses, if any, that will be received by or allocated to: (a) our Chief Executive Officer;
(b) each of our other then current Named Executive Officers; (c) the executive officers of the Company as a group;
and (d) Officers who are not executive officers as a group, are not yet determinable. However, the following table
sets forth the threshold, target, MAX and CAP amounts that are potentially payable under our Annual Incentive
Bonus Plan to our named executive officers if certain corporate targets pre-established by our Human Resources
Committee were achieved in fiscal 2009.