Pep Boys 2009 Annual Report Download - page 39

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Stock as to which awards may be granted under the 2009 Stock Incentive Plan, the number of shares of Pep Boys
Stock for which awards may be granted to any individual during any calendar year, the kind and number of shares of
Pep Boys Stock covered by each outstanding award and the exercise price for a stock option will be equitably
adjusted by the Compensation Committee, in such manner as the Compensation Committee deems appropriate, to
reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Pep Boys
Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the 2009 Stock
Incentive Plan and such outstanding awards; provided, that any fractional shares resulting from such adjustment will
be eliminated.
Change of Control. If a change of control occurs, as defined in the 2009 Stock Incentive Plan, unless the
Compensation Committee determines otherwise, any stock option granted under the 2009 Stock Incentive Plan will
immediately become exercisable in full and all restrictions related to shares of restricted stock and phantom units will
lapse. In addition, in the event of a change of control, the Compensation Committee may take any one or more of the
following actions with respect to any or all outstanding awards: (i) the Compensation Committee may require that
grantees surrender their outstanding stock options in exchange for one or more payments by us, in cash or shares of
Pep Boys Stock as determined by the Compensation Committee, in an amount equal to the amount, if any, by which
the fair market value of the shares subject to the grantee’s unexercised stock options exceeds the exercise price of the
stock option, and on such terms as the Compensation Committee determines, (ii) after giving optionees an
opportunity to exercise their outstanding stock options, the Compensation Committee may terminate any or all
unexercised stock options at such time as the Compensation Committee deems appropriate, (iii) with respect to
grantees awarded phantom units, the Compensation Committee may determine that such grantees will receive one or
more payments in settlement of such grants, in such amount and form and on such terms as may be determined by the
Compensation Committee, subject to the requirements of Section 409A of the Code, to the extent applicable, or (iv)
determine that all outstanding stock options that are not exercised will be assumed by, or replaced with comparable
stock options by the surviving corporation (or a parent or subsidiary of the surviving corporation), and grants of
restricted stock and phantom units that remain in effect after the change of control will 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 will take place as of the date of the change of control or such other date as the
Compensation Committee specifies.
Amendment and Termination of the 2009 Stock Incentive Plan. The Board of Directors may amend the 2009
Stock Incentive Plan from time to time as it may deem advisable, subject to shareholder approval if required to
comply with the requirements of the New York Stock Exchange or if there is change in the class of individuals
eligible to receive an ISO, extend the expiration date for the grant of ISOs, decrease the minimum exercise price of
an ISO previously granted, increase the maximum number of shares that may be granted to any individual in any
calendar year or increase the maximum number of shares available for awards. No grants may be issued under the
2009 Stock Incentive Plan after December 31, 2014. If the shareholders do not approve the amendment and
restatement of the 2009 Stock Incentive Plan, grants of restricted stock and phantom unit awards, as well as dividend
equivalents on phantom units, may not be awarded under the 2009 Stock Incentive Plan as performance-based
compensation under Section 162(m) of the Code and grants of restricted stock and phantom unit awards, as well as
dividend equivalents on such phantom units, that were conditioned on shareholder approval of the amendment and
restatement of the 2009 Stock Incentive Plan will be cancelled.
Grants Under the 2009 Stock Incentive Plan. As of April 9, 2010, stock options to purchase an aggregate of
2,679,446 shares of Pep Boys Stock (net of cancellations) were granted under the Current Plan and phantom units
representing an aggregate of 1,236,176 shares of Pep Boys Stock (net of cancellations) were awarded under the
Current Plan, of which 434,585 phantom units remain subject to restrictions. We do not maintain any other equity
compensation plans for which awards can be issued pursuant to future grants. It is not currently possible to predict
the number of shares of Pep Boys Stock that will be granted to key employees or who will receive grants under the
2009 Stock Incentive Plan after the 2010 Annual Meeting, except for the automatic grants to non-employee directors
described above.
The following grants have been made under the 2009 Stock Incentive Plan subject to shareholder approval at the
2010 Annual Meeting to allow such performance-based awards to qualify for the performance-based compensation
exemption under Section 162(m) of the Code.