Pep Boys 2009 Annual Report Download - page 53

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subsidiary of the Company, or measured comparing the performance of any of the foregoing with other companies
based on one or more of the measures described above, or any combination of the foregoing. The Committee will
determine the objective business criteria upon which the performance goals are based and the weight to be accorded
such goals. The performance goals need not be uniform among Participants.
(d) Timing of Establishment of Goals. The Committee shall establish the performance goals in writing
either before the beginning of the performance period or during the period ending no later than the earlier of (i) 90
days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been
completed, or such other dates as may be required or permitted under applicable regulations under Section 162(m) of
the Code.
(e) Certification of Results. The Committee shall certify the performance results for the performance
period specified in the Restricted Stock Agreement after the performance period ends. The Committee shall
determine the amount, if any, to be paid pursuant to each grant of Restricted Stock (including dividend equivalents
granted with respect to phantom units) based on the achievement of the performance goals and the satisfaction of all
other terms of the Restricted Stock Agreement.
(f) Death, Disability or Other Circumstances. The Committee may provide in the Restricted Stock
Agreement that Restricted Stock (including dividend equivalents granted with respect to phantom units) granted
under this Section 10 shall be payable, in whole or in part, in the event of the Participant’s death or disability,
Change of Control or under other circumstances consistent with the Treasury regulations and rulings under Section
162(m) of the Code.
11. Change of Control.
(a) For purposes of this Section, a "Change of Control" shall be deemed to have taken place if:
(i) individuals who, on the date hereof, constitute the Board of Directors (the "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person
becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote
of at least two-thirds of the Incumbent Directors then on the Board of Directors (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially
elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect
to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board of Directors shall be deemed to be an Incumbent Director;
(ii) any "Person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of
1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's then outstanding securities
eligible to vote for the election of the Board of Directors (the "Voting Securities"); provided, however, that the event
described in this paragraph (b) shall not be deemed to be a Change of Control by virtue of any of the following
acquisitions: (i) by the Company or any subsidiary of the Company in which the Company owns more than 50% of
the combined voting power of such entity (a "Subsidiary"), (ii) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding the
Company's Voting Securities pursuant to an offering of such Voting Securities, or (iv) pursuant to a Non-Qualifying
Transaction (as defined in paragraph (c));
(iii) a merger, consolidation, statutory share exchange or similar form of corporate transaction
is consummated involving the Company or any of its Subsidiaries that requires the approval of the Company's
stockholders, whether for such transaction or the issuance of securities in the transaction (a "Business
Combination"), unless immediately following such Business Combination: (i) more than 50% of the total voting
power of (A) the corporation resulting from such Business Combination (the "Surviving Corporation"), or (B) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting