Pep Boys 2008 Annual Report Download - page 49

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A -
3
respect to each Award; (F) adopt guidelines separate from the Plan that set forth the specific terms and conditions
for Awards under the Plan, and (G) approve the form and terms and conditions of the Option Documents or the
Restricted Stock Agreements, as the case may be, between the Company and the Optionee or Participant; all subject,
however, to the express provisions of the Plan. In making such determinations, the Committee may take into
account the nature of the Optionee's or Participant's services and responsibilities, the Optionee's or Participant's
present and potential contribution to the Company's success and such other factors as it may deem relevant. The
interpretation and construction by the Committee of any provision of the Plan or of any Award granted under it shall
be final, binding and conclusive on all persons having any interest in the Plan or in any Awards granted hereunder.
All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a
fiduciary, and in keeping with the objectives of the Plan.
(ii) Unless otherwise determined by the Committee, Awards shall be automatically granted,
without any further action by the Committee, to each Non-management Director, (A) upon their initial election to
the Board of Directors and (B) annually thereafter, on the date of the Company’s Annual Meeting of Shareholders
(an “Annual Meeting Date”), in accordance with the following subclauses of this subsection (ii):
(A) On each Annual Meeting Date, each Non-management Director shall receive
$45,000 in Awards in such form as determined by the Committee, calculated utilizing the “RSU Annualized Value”
and/or “Option Annualized Value” as applicable. The Award granted pursuant to this subsection A shall be
referred to herein as the “Annual Non-management Director Award.”
(B) On their initial election to the Board of Directors, each Non-management
Director shall receive a pro-rata portion of an Annual Non-management Director Award based on a fraction, the
numerator of which is the number of days remaining until the next scheduled Annual Meeting Date and the
denominator of which is 365.
(C) Any fractional Award otherwise to be issued under this subsection (ii) shall be
rounded up to the nearest whole Award.
(D) As used in this subsection (ii), the term (1) “RSU Annualized Value” means, as
of the date the Award is granted, the average Fair Market Value of a Share during the immediately preceding year
and (2) “Option Annualized Value means, as of the date the Award is granted, one-third of the RSU Annualized
Value.
(E) All Awards granted under subsection A of this subsection ) shall vest in
cumulative installments of one-third on each of the first three anniversaries of the date of grant.
(F) The Committee may, in its discretion, make additional Award grants to Non-
management Directors.
(c) Exculpation. No individual acting with the authority to administer the Plan shall be personally
liable for monetary damages as such for any action taken or any failure to take any action in connection with the
administration of the Plan or the granting of Awards thereunder unless (i) such individual has breached or failed to
perform the duties of his office under Section 511 of the General Association Act of 1988, as amended (relating to
standard of care and justifiable reliance), and (ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness; provided, however, that the provisions of this subsection 3(c) shall not apply to the
responsibility or liability of a member of the Committee pursuant to any criminal statute or to the liability of a
member of the Committee for the payment of taxes pursuant to local, state or federal law.
(e) Indemnification. Service on the Committee shall constitute service as a member of the Board of
Directors of the Company. Each member of the Committee shall be entitled without further act on his part to
indemnity from the Company to the fullest extent provided by applicable law and the Company's Articles of
Incorporation and/or By-laws in connection with or arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Awards thereunder in which he or she may be involved by reason of his