Pep Boys 2008 Annual Report Download - page 56
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A -
10
13. No Continued Employment. The grant of an Award pursuant to the Plan shall not be construed to imply or
to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to retain
the Optionee or Participant in the employ of the Company or an Affiliate and/or as a member of the Company's
Board of Directors or in any other capacity.
14. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in
connection with the exercise of an Option or in connection with the Vesting of Restricted Stock, the Company shall
have the right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient
to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with
respect to tax liabilities, including without limitation allowing the Optionee or Participant to surrender, or have the
Company retain from Shares which are otherwise issuable or deliverable in connection with an Award a number of
Shares which have a Fair Market Value equal to such tax liability. The Company's obligation to make any delivery
or transfer of Shares shall be conditioned on the Optionee's or Participant's compliance, to the Company's
satisfaction, with any withholding requirement.
14. Interpretation. The Plan is intended to enable transactions under the Plan with respect to directors and
officers (within the meaning of Section 16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the
conditions of Rule 16b-3; to the extent that any provision of the Plan, or any provisions of any Option or Restricted
Stock granted pursuant to the Plan, would cause a conflict with such conditions or would cause the administration
of the Plan as provided in Section 3 to fail to satisfy the conditions of Rule 16b-3, such provision shall be deemed
null and void to the extent permitted by applicable law. Subject to the foregoing, the Committee's determinations
under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan.