Pep Boys 2008 Annual Report Download - page 52

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forth in clauses (i) or (ii) above. In addition to such immediate termination of Options, the Optionee shall forfeit all
Shares for any exercised portion of the Option for which the Company has not yet delivered the share certificates to
the Optionee, upon refund by the Company of any option price paid by the Optionee.
(vi) Immediately, without the requirement of any notice, upon the occurrence of an act by an
Optionee who is a Non-management Director which act is, with respect to the Company or an Affiliate, a fraud,
intentional misrepresentation, embezzlement, misappropriation or conversion of the Company's or an Affiliate's
assets or opportunities.
(f) Transfers. Generally, an Option granted under the Plan shall not be transferable, except by will or
by the laws of descent and distribution, and may be exercised, during the lifetime of an Optionee, only by the
Optionee or, in the event of his or her incompetence, by the Optionee's legal representative; provided, however, that
the Committee may, in its sole discretion, at the time of grant or at any time thereafter, allow for the transfer of
Options that are not ISOs to other persons or entities, subject to such conditions or limitations as the Committee
may establish. No Option granted under the Plan shall be subject to execution, attachment or other process.
(g) Other Provisions. The Option Documents may contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the exercisability of all or any portion of an Option
granted pursuant to the Plan, additional restrictions upon the exercise of the Option or additional limitations upon
the term of the Option, as the Committee shall deem advisable.
(h) Amendment. The Committee shall have the right to amend Option Documents issued to an
Optionee subject to his consent, except as limited by Section 12 of the Plan, and except that the consent of the
Optionee shall not be required for any amendment made under Section 10 of the Plan.
9. Restricted Stock Agreements and Terms. Restricted Stock granted pursuant to the Plan shall be evidenced
by a Restricted Stock Agreement in such form as the Committee shall from time to time approve, which Restricted
Stock Agreement shall comply with and be subject to the following terms and conditions and such other terms and
conditions which the Committee shall from time to time require which are not inconsistent with the terms of the
Plan.
(a) Issuance of Shares. Upon an award of Restricted Stock to a Participant and receipt by the
Company of a fully executed Restricted Stock Agreement, accompanied by such additional documentation as
specified therein, the stock certificate representing the Restricted Stock granted as Shares shall be issued, transferred
to and registered in the name of the Participant with such legend thereon as the Committee shall deem appropriate,
and Restricted Stock granted as phantom units shall be recorded to a bookkeeping account for the benefit of the
Participant. Such stock certificate shall be held by the Company until the Restricted Stock Vests (or the phantom
units are redeemed to Shares, in the case of Restricted Stock granted as phantom units) or is forfeited. The
Company shall not be obligated to deliver any stock certificates until such Shares have been listed (or authorized for
listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at
the time of the Award are listed nor until there has been compliance with such laws or regulations as the Company
may deem applicable, including without limitation registration or qualification of such Shares under any federal or
state law.
(b) Dividends and Voting Rights. Unless the Committee determines otherwise, during the period
from the date the Restricted Stock is awarded to the date the Restricted Period expires, the Participant will be
entitled to all rights of a stockholder of the Company, including the right to vote the Shares and receive dividends
and other distributions declared on such Shares from time to time, as distributed. Notwithstanding the foregoing,
with respect to Restricted Stock granted as phantom units, the Participant shall not have any rights as a stockholder
of the Company until such units are redeemed as Shares, but, subject to the determination of the Committee, may
receive dividend equivalents on such units as if they were Shares and the equivalent of other distributions declared
on the Shares from time to time. Notwithstanding the foregoing, the Committee shall determine whether dividends
of stock and other non-cash distributions (or equivalents of such in connection with phantom units) with respect to