Pep Boys 2009 Annual Report Download - page 54

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securities eligible to elect directors of the Surviving Corporation (the "Parent Corporation"), is represented by the
Company's Voting Securities that were outstanding immediately prior to such Business Combination (or, if
applicable, is represented by shares into which the Company's Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in substantially the same proportion as
the voting power of the Company's Voting Securities among the holders thereof immediately prior to the Business
Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20%
or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the
members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board of Directors’ approval of the execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a
"Non-Qualifying Transaction");
(iv) a sale of all or substantially all of the Company's assets is consummated;
(v) the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company; or
(vi) there occur such other events as the Board of Directors may designate.
Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to occur solely because
any person acquires beneficial ownership of more than 20% of the Company's Voting Securities as a result of the
acquisition of the Company's Voting Securities by the Company which reduces the number of the Company's Voting
Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial
owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change of Control of the Company shall then occur.
Notwithstanding the foregoing, the Committee may provide for a different definition of a “Change of Control” if the
Award is subject to the requirements of Section 409A of the Code and the Award will become payable on a Change
of Control.
(b) Consequences of a Change of Control. Upon the occurrence of a Change of Control, unless the
Committee determines otherwise, any Option granted hereunder shall immediately become exercisable in full and all
restrictions related to any Restricted Stock shall lapse. In addition, in the event of a Change of Control, the
Committee may take any one or more of the following actions with respect to any or all outstanding Awards, without
the consent of any Optionee or Participant: (i) the Committee may require that Optionees surrender their outstanding
Options in exchange for one or more payments by the Company, in cash or Shares as determined by the Committee,
in an amount equal to the amount, if any, by which the then Fair Market Value of the Shares subject to the
Optionee’s unexercised Options exceeds the Option Price, and on such terms as the Committee determines, (ii) after
giving Optionees an opportunity to exercise their outstanding Options, the Committee may terminate any or all
unexercised Options at such time as the Committee deems appropriate, (iii) with respect to Participants holding
Restricted Stock that consists of phantom units, the Committee may determine that such Participants shall receive
one or more payments in settlement of such grants of Restricted Stock, in such amount and form and on such terms
as may be determined by the Committee, subject to the requirements of Section 409A of the Code, to the extent
applicable, or (iv) determine that all outstanding Options that are not exercised shall be assumed by, or replaced with
comparable options by the surviving corporation (or a parent or subsidiary of the surviving corporation), and grants
of Restricted Stock that remain in effect after the Change of Control shall 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 shall take place as of the date of the Change of Control or such other date as
the Committee may specify.
12. Adjustments on Changes in Capitalization. If there is any change in the number or kind of Shares
outstanding (i) by reason of a stock dividend, stock split, spin-off, recapitalization or combination or exchange of
shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in