Pep Boys 2009 Annual Report Download - page 51

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A - 7
9. Restricted Stock Agreements and Terms. Restricted Stock granted pursuant to the Plan shall be evidenced
by a Restricted Stock Agreement in such form as the Committee shall from time to time approve, which Restricted
Stock Agreement shall comply with and be subject to the following terms and conditions and such other terms and
conditions which the Committee shall from time to time require which are not inconsistent with the terms of the Plan.
(a) Issuance of Shares. Upon an award of Restricted Stock to a Participant and receipt by the
Company of a fully executed Restricted Stock Agreement, accompanied by such additional documentation as
specified therein, the stock certificate representing the Restricted Stock granted as Shares shall be issued, transferred
to and registered in the name of the Participant with such legend thereon as the Committee shall deem appropriate,
and Restricted Stock granted as phantom units shall be recorded to a bookkeeping account for the benefit of the
Participant. Such stock certificate shall be held by the Company until the Restricted Stock Vests (or the phantom
units are redeemed to Shares, in the case of Restricted Stock granted as phantom units) or is forfeited. The Company
shall not be obligated to deliver any stock certificates until such Shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time
of the Award are listed nor until there has been compliance with such laws or regulations as the Company may deem
applicable, including without limitation registration or qualification of such Shares under any federal or state law.
(b) Dividends and Voting Rights. Unless the Committee determines otherwise, during the period from
the date the Restricted Stock is awarded to the date the Restricted Period expires, the Participant will be entitled to
all rights of a stockholder of the Company, including the right to vote the Shares and receive dividends and other
distributions declared on such Shares from time to time, as distributed. Notwithstanding the foregoing, with respect
to Restricted Stock granted as phantom units, the Participant shall not have any rights as a stockholder of the
Company until such units are redeemed as Shares, but, subject to the determination of the Committee, may receive
dividend equivalents on such units as if they were Shares and the equivalent of other distributions declared on the
Shares from time to time. With respect to any dividends or distributions on performance-based restricted stock (or
equivalents of such in connection with phantom units), such dividends and distributions will be subject to the same
vesting and forfeiture provisions applicable to the award of restricted stock (or phantom units). Dividends and
equivalents may be paid out in cash or Pep Boys Stock, at the Committee’s election.
(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. Vesting may be time-based and/or tied to the achievement
of certain performance goals, including those performance goals listed in Section 10 of the Plan. 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