Pep Boys 2008 Annual Report Download - page 50

A -
4
or her being or having been a member of the Committee, whether or not he or she continues to be such member of
the Committee at the time of the action, suit or proceeding.
4. Awards under the Plan. Awards granted under the Plan may be in the form of a Non-qualified Stock
Option, an ISO or Restricted Stock, or a combination thereof, at the discretion of the Committee; provided,
however, that ISOs may be granted only to individuals who are employees of the Company or an Affiliate.
5. Eligibility. All key employees and members of the Board of Directors of the Company or its Affiliates
shall be eligible to receive Awards hereunder. The Committee, in its sole discretion, shall determine whether an
individual qualifies as a key employee.
6. Shares Subject to Plan. The aggregate maximum number of Shares for which Awards may be granted
pursuant to the Plan is 6,000,000, adjusted as provided in Section 11 of the Plan. The Shares to be issued may be
from authorized and unissued shares of Common Stock of the Company or previously issued shares of Common
Stock of the Company reacquired by the Company. Awards covering no more than 500,000 Shares may be granted
to any individual during any calendar year that the Plan is in effect, except as such number of Shares shall be
adjusted in accordance with the provisions of Section 11 of the Plan. If an Option terminates or expires without
having been fully exercised for any reason, or if any Shares with respect to an award of Restricted Stock shall be
forfeited for any reason, the Shares subject thereto may again be the subject of an Award granted pursuant to the
Plan.
7. Term of the Plan. The Plan has been amended and restated effective as of June 24, 2009. No Award may
be granted under the Plan after December 31, 2014.
8. Option Documents and Terms. Each Option granted under the Plan shall be a Non-qualified Stock Option
unless the Option shall be specifically designated at the time of grant to be an ISO for federal income tax purposes.
Options granted pursuant to the Plan shall be evidenced by the Option Documents in such form as the Committee
shall from time to time approve, which Option Documents shall comply with and be subject to the following terms
and conditions and such other terms and conditions as the Committee shall from time to time require which are not
inconsistent with the terms of the Plan.
(a) Number of Option Shares. Each Option Document shall state the number of Shares to which it
pertains. An Optionee may receive more than one Option, which may include both Options which are intended to
be ISOs and Options that are not intended to be ISOs, but only on the terms and subject to the conditions and
restrictions of the Plan.
(b) Option Price. Each Option Document shall state the Option Price, which, for all Options, shall be
at least 100% of the Fair Market Value of the Shares on the date the Option is granted as determined by the
Committee; provided, however, that if an ISO is granted to an Optionee who then owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than 10% of the total combined voting power of all
classes of stock of the Company or an Affiliate, then the Option Price shall be at least 110% of the Fair Market
Value of the Shares on the date the Option is granted. If the Shares are traded in a public market, then the Fair
Market Value per share shall be, if the Shares are listed on a national securities exchange, the mean between the
highest and lowest quoted selling prices thereof, or, if the Shares are not so listed, the mean between the closing
"bid" and "asked" prices thereof, as applicable and as the Committee determines, on the day the Option is granted,
as reported in customary financial reporting services.
(c) Exercise. No Option shall be exercised prior to the receipt by the Company of written notice of
such exercise and of payment in full of the Option Price for the Shares to be purchased. Each such notice shall
specify the number of Shares to be purchased and shall (unless the Shares are covered by a then current registration
statement or a Notification under Regulation A under the Act) contain the Optionee's acknowledgment in form and
substance satisfactory to the Company that (a) such Shares are being purchased for investment and not for
distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the Act), (b) the Optionee has been advised
and understands that (i) the Shares have not been registered under the Act and are "restricted securities" within the