Pep Boys 2008 Annual Report Download - page 53

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A -
7
the Restricted Stock shall be withheld by the Company for the account of the Participant and whether they shall be
subject to the Vesting and forfeiture provisions applicable to the related Restricted Stock. The Committee shall
determine whether interest shall be paid on such amounts withheld, the rate of any such interest, and the other terms
applicable to such withheld amounts.
(c) Restricted Period and Vesting Schedule. The Committee shall have the plenary authority and
absolute discretion to determine the Restricted Period for the Restricted Stock granted to a Participant and the times
at which the Shares subject to such Restricted Stock shall Vest, which may be different for each award of Restricted
Stock, or become redeemed as Shares if granted as phantom units, provided, however that no Shares shall Vest prior
to one year from the date of grant of the Restricted Stock. Notwithstanding the foregoing, only whole Shares shall
Vest and become redeemed if granted as phantom units. In the event that a Participant shall become entitled to a
fractional Share, such fractional Share shall not Vest (or be redeemed) unless and until the Participant becomes
entitled to such number of fractional Shares as shall be equal in sum to a whole Share.
(d) Forfeiture of Shares.
(i) Except as otherwise provided by the Committee, in the event the Participant's
employment or service with the Company terminates for any reason other than Disability or death, or as specified in
Section 10 of the Plan, any Shares subject to the Participant's Restricted Stock which has not Vested shall be
automatically forfeited by the Participant. Shares which are forfeited may be canceled by the Company without any
action by the Participant.
(ii) Except as otherwise provided by the Committee, in the event the Participant's
employment or service with the Company terminates due to the Participant's Disability or death, any of the
Participant's Restricted Stock which has not Vested shall, if such termination occurs more than one year after the
date of the award of such Restricted Stock, vest in the prorated amount equal to the ratio of (A) the number of whole
years between the date of the Award and the date of such termination to (B) the total Restricted Period to which the
Award is subject, and the balance of the Restricted Stock shall be forfeited. If such termination occurs less than one
year after the date of grant of the Award, the Participant's Restricted Stock shall be automatically forfeited by the
Participant and may be canceled by the Company without any action by the Participant.
(e) Transfers. During the Restricted Period, no Restricted Stock awarded under the Plan or any
interest therein may be transferred, except by will or by the laws of descent and distribution. During the lifetime of
the person to whom Restricted Stock is granted, the rights of such Restricted Stock may be exercised only by him
or, in the event of his incompetence, by his legal representative. Upon the death of a Participant, the person to
whom the rights shall have passed by will or the laws of descent and distribution shall become entitled to the
Restricted Stock only in accordance with the provisions of subsection (d) above.
(f) Deferrals. The Committee may permit or require a Participant to defer receipt of the payment of
cash or the delivery of Shares that would otherwise be due to the Participant in connection with any Restricted
Stock grant as phantom units . The Committee shall establish rules and procedures for any such deferrals,
consistent with applicable requirements of Section 409A of the Code.
(g) Other Provisions. The Restricted Stock Agreements shall contain such other provisions as the
Committee shall deem advisable.
(h) Amendment. The Committee shall have the right to amend the Restricted Stock Agreements
issued to a Participant subject to his consent, except that the consent of the Participant shall not be required for any
amendment made under Section 10 of the Plan.
10. Change of Control.
(a) For purposes of this Section, a "Change of Control" shall be deemed to have taken place if: