Pep Boys 2008 Annual Report Download - page 55

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Voting Securities beneficially owned by such person, a Change of Control of the Company shall then occur.
Notwithstanding the foregoing, the Committee may provide for a different definition of a “Change of Control” if the
Award is subject to the requirements of Section 409A of the Code and the Award will become payable on a Change
of Control.
(b) Consequences of a Change of Control. Upon the occurrence of a Change of Control, unless the
Committee determines otherwise, any Option granted hereunder shall immediately become exercisable in full and
all restrictions related to any Restricted Stock shall lapse. In addition, in the event of a Change of Control, the
Committee may take any one or more of the following actions with respect to any or all outstanding Awards,
without the consent of any Optionee or Participant: (i) the Committee may require that Optionees surrender their
outstanding Options in exchange for one or more payments by the Company, in cash or Shares as determined by the
Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the Shares subject to
the Optionee’s unexercised Options exceeds the Option Price, and on such terms as the Committee determines, (ii)
after giving Optionees an opportunity to exercise their outstanding Options, the Committee may terminate any or all
unexercised Options at such time as the Committee deems appropriate, (iii) with respect to Participants holding
Restricted Stock that consists of phantom units, the Committee may determine that such Participants shall receive
one or more payments in settlement of such grants of Restricted Stock, in such amount and form and on such terms
as may be determined by the Committee, subject to the requirements of Section 409A of the Code, to the extent
applicable, or (iv) determine that all outstanding Options that are not exercised shall be assumed by, or replaced
with comparable options by the surviving corporation (or a parent or subsidiary of the surviving corporation), and
grants of Restricted Stock that remain in effect after the Change of Control shall be converted to similar grants of
the surviving corporation (or a parent or subsidiary of the surviving corporation). Such acceleration, surrender,
termination, settlement or conversion shall take place as of the date of the Change of Control or such other date as
the Committee may specify.
11. Adjustments on Changes in Capitalization. If there is any change in the number or kind of Shares
outstanding (i) by reason of a stock dividend, stock split, spin-off, recapitalization or combination or exchange of
shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in
par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class
without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as a
result of a spin-off or the Company’s payment of an extraordinary dividend or distribution, the aggregate number of
Shares as to which Awards may be granted hereunder, the maximum number of Shares for which Awards may be
granted to any individual during any calendar year, the kind and number of Shares covered by each outstanding
Award and the Option Price, in the case of grants of Options, shall be equitably adjusted by the Committee, in such
manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the
kind or value of, the issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under the Plan and such outstanding Awards; provided, however, that any fractional Shares resulting from
such adjustment shall be eliminated. In addition, in the event of a Change of Control the provisions of Section 10
shall apply. Any adjustments to outstanding Awards shall be consistent with Section 409A or 422 of the Code, to
the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.
12. Amendment of the Plan. The Board of Directors may amend the Plan from time to time in such manner as
it may deem advisable. Nevertheless, the Board of Directors may not, without obtaining approval by vote of a
majority of the votes cast at a duly called meeting of the shareholders at which a quorum representing a majority of
all outstanding voting stock of the Company is, either in person or by proxy, present and voting on the matter,
within twelve months before or after such action, change the class of individuals eligible to receive an ISO, extend
the expiration date for the grant of ISOs under the Plan, decrease the minimum Option Price of an ISO granted
under the Plan or increase the maximum number of Shares as to which Options may be granted or the maximum
number which may be granted to any individual in any calendar year. No amendment to the Plan shall adversely
affect any outstanding Option, however, without the consent of the Optionee.