Pep Boys 2009 Annual Report Download - page 45

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Exhibit A
THE PEP BOYS - MANNY, MOE & JACK
2009 STOCK INCENTIVE PLAN
AMENDED AND RESTATED
AS OF MARCH 30, 2010
1. Purpose. The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation, hereby amends and restates
The Pep Boys - Manny, Moe & Jack 1999 Stock Incentive Plan, and renames it as The Pep Boys – Manny, Moe &
Jack 2009 Stock Incentive Plan, effective as of June 24, 2009, (the "Plan"). The Plan is intended to recognize the
contributions made to the Company by key employees, and members of the Board of Directors, of the Company or
any Affiliate, to provide such persons with additional incentive to devote themselves to the future success of the
Company or an Affiliate, and to improve the ability of the Company or an Affiliate to attract, retain, and motivate
individuals upon whom the Company's sustained growth and financial success depends, by providing such persons
with an opportunity to acquire or increase their proprietary interest in the Company.
2. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the following
meanings:
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Affiliate" means a corporation which is a parent corporation or a subsidiary corporation with
respect to the Company within the meaning of Section 424 of the Code.
(c) "Award" means an award granted to an Optionee or a Participant under the Plan in the form of an
Option or Restricted Stock, or any combination thereof.
(d) "Board of Directors" means the Board of Directors of the Company.
(e) "Change of Control" shall have the meaning as set forth in Section 11 of the Plan.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Compensation Committee" means the Board of Directors or a committee of two or more members
of the Board of Directors, each of whom, at the time he takes action with respect to the Plan, is both (i) a "non-
employee director" within the meaning of Rule 16b-3 and (ii) an "outside director" within the meaning of
Section 162(m) of the Code; provided, however that the Board of Directors may appoint any other individual or
individuals to administer the Plan with respect to Optionees and Participants who are neither (i) "insiders" within the
meaning of Section 16 under the Securities Exchange Act of 1934, as amended, nor (ii) "covered employees" within
the meaning of Section 162(m) of the Code.
(h) "Company" means The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation.
(i) "Disability" shall have that meaning as set forth in Section 22(e)(3) of the Code.
(j) "Fair Market Value" shall have the meaning as set forth in Section 8(b) of the Plan.
(k) "ISO" means an Option granted under the Plan which is intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Code.
(l) "Non-management Director" means a member of the Board of Directors who is not an employee of
the Company or any Affiliate.