Pep Boys 2008 Annual Report Download - page 48

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A -
2
(m) "Non-qualified Stock Option" means an Option granted under the Plan which is not intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the Code.
(n) "Option" means either an ISO or a Non-qualified Stock Option granted under Section 8 of the
Plan.
(o) "Option Document" means the document described in Section 8 which sets forth the terms and
conditions of each grant of Options.
(p) "Option Price" means the price at which Shares may be purchased, as calculated pursuant to
Section 8(b).
(q) "Optionee" means a person to whom an Option has been granted under the Plan, which Option has
not been exercised and has not expired or terminated.
(r) "Participant" means a person to whom Restricted Stock has been awarded under the Plan, which
Restricted Stock has not yet vested in full.
(s) "Restricted Period" means the period of time during which the Shares subject to the Restricted
Stock granted to a Participant remain subject to the restrictions and conditions imposed on such Shares, as
determined by the Committee.
(t) "Restricted Stock" means any Shares (or phantom units convertible into Shares) which are
awarded pursuant to the terms of Section 9 hereof and which are subject to the restrictions and conditions set forth
in Section 9 hereof for the Restricted Period.
(u) "Restricted Stock Agreement" means the document described in Section 9 which sets forth the
terms and conditions of each grant of Restricted Stock.
(v) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as
amended.
(w) "Shares" means the shares of Common Stock, par value $1.00 per share, of the Company which
are the subject of Awards.
(x) "Vest", "Vested" or "Vesting", whether or not used with an initial capital letter, means the time at
which Restricted Stock granted under the Plan will no longer be subject to forfeiture, based upon the expiration of
the Restricted Period and the satisfaction of other restrictions and conditions imposed on the Shares relating to such
Restricted Stock. Upon Vesting, the restrictions and conditions imposed on the Restricted Stock will lapse.
3. Administration of the Plan. The Committee shall administer the Plan.
(a) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts
approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous
consent of the members of the Committee shall be the valid acts of the Committee.
(b) Grants.
(i) The Committee shall from time to time at its discretion grant Awards pursuant to the
terms of the Plan. The Committee shall have plenary authority and absolute discretion to (A) determine the key
employees and members of the Board of Directors (including Non-management Directors) to whom and the times
and the prices at which Awards shall be granted, (B) determine the type of Award to be granted and the number of
Shares subject thereto, (C) determine the vesting conditions with respect to Awards of Restricted Stock and the time
or times after which Options will become exercisable, (D) determine whether or not an Option is intended to be an
ISO, (E) determine the duration of the Restricted Period and the restrictions and conditions to be imposed with