Pep Boys 2009 Annual Report Download - page 52

A - 8
year after the date of grant of the Award, the Participant's Restricted Stock shall be automatically forfeited by the
Participant and may be canceled by the Company without any action by the Participant.
(e) Transfers. During the Restricted Period, no Restricted Stock awarded under the Plan or any
interest therein may be transferred, except by will or by the laws of descent and distribution. During the lifetime of
the person to whom Restricted Stock is granted, the rights of such Restricted Stock may be exercised only by him or,
in the event of his incompetence, by his legal representative. Upon the death of a Participant, the person to whom
the rights shall have passed by will or the laws of descent and distribution shall become entitled to the Restricted
Stock only in accordance with the provisions of subsection (d) above.
(f) Deferrals. The Committee may permit or require a Participant to defer receipt of the payment of
cash or the delivery of Shares that would otherwise be due to the Participant in connection with any Restricted Stock
grant as phantom units . The Committee shall establish rules and procedures for any such deferrals, consistent with
applicable requirements of Section 409A of the Code.
(g) Other Provisions. The Restricted Stock Agreements shall contain such other provisions as the
Committee shall deem advisable.
(h) Amendment. The Committee shall have the right to amend the Restricted Stock Agreements
issued to a Participant subject to his consent, except that the consent of the Participant shall not be required for any
amendment made under Section 11 of the Plan.
10. Qualified Performance-Based Compensation.
(a) Designation as Qualified Performance-Based Compensation. The Committee may determine that
Restricted Stock (including dividend equivalents granted with respect to phantom units) granted to a Participant shall
be considered “qualified performance-based compensation” under Section 162(m) of the Code, in which case the
provisions of this Section 10 shall apply.
(b) Performance Goals. When grants of Restricted Stock (including dividend equivalents granted
with respect to phantom units) are made under this Section 10, the Committee shall establish in writing (i) the
objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the
maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the
Committee deems appropriate and consistent with the requirements of Section 162(m) of the Code for “qualified
performance-based compensation.” The performance goals shall satisfy the requirements for “qualified
performance-based compensation,” including the requirement that the achievement of the goals be substantially
uncertain at the time they are established and that the performance goals be established in such a way that a third
party with knowledge of the relevant facts could determine whether and to what extent the performance goals have
been met. The Committee shall not have discretion to increase the amount of compensation that is payable, but may
reduce the amount of compensation that is payable, pursuant to the Restricted Stock (including dividend equivalents
granted with respect to phantom units) grants identified by the Committee as “qualified performance-based
compensation”. With respect to any dividends or distributions on performance-based Restricted Stock, such
dividends and distributions will be subject to the same vesting and forfeiture provisions applicable to the award of
Restricted Stock.
(c) Criteria Used for Objective Performance Goals. The Committee shall use objectively
determinable performance goals based on one or more of the following criteria: (i) return on total stockholder equity;
(ii) earnings per Share; (iii) net income (before or after taxes); (iv) earnings before interest, taxes, depreciation and
amortization; (v) sales or revenue targets; (vi) return on assets, capital or investment; (vii) cash flow; (viii) market
share; (ix) cost reduction goals; (x) budget comparisons; (xi) implementation or completion of projects or processes
strategic or critical to our business operation; (xii) measures of customer satisfaction; and/or (xiii) any combination
of, or a specified increase in, any of the foregoing. The performance goals established by the Committee may be
based upon the attainment of specified levels of the Company’s performance under one or more of the measures
described above and may also be based on the performance of one of Company’s business units or divisions or any