Pep Boys 2009 Annual Report Download - page 55

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par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class
without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as a
result of a spin-off or the Company’s payment of an extraordinary dividend or distribution, the aggregate number of
Shares as to which Awards may be granted hereunder, the maximum number of Shares for which Awards may be
granted to any individual during any calendar year, the kind and number of Shares covered by each outstanding
Award and the Option Price, in the case of grants of Options, shall be equitably adjusted by the Committee, in such
manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the
kind or value of, the issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under the Plan and such outstanding Awards; provided, however, that any fractional Shares resulting from
such adjustment shall be eliminated. In addition, in the event of a Change of Control the provisions of Section 11
shall apply. Any adjustments to outstanding Awards shall be consistent with Section 409A or 422 of the Code, to the
extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.
13. Amendment of the Plan. The Board of Directors may amend the Plan from time to time in such manner as
it may deem advisable. Nevertheless, the Board of Directors may not, without obtaining approval by vote of a
majority of the votes cast at a duly called meeting of the shareholders at which a quorum representing a majority of
all outstanding voting stock of the Company is, either in person or by proxy, present and voting on the matter, within
twelve months before or after such action, change the class of individuals eligible to receive an ISO, extend the
expiration date for the grant of ISOs under the Plan, decrease the minimum Option Price of an ISO granted under the
Plan or increase the maximum number of Shares as to which Options may be granted or the maximum number which
may be granted to any individual in any calendar year. No amendment to the Plan shall adversely affect any
outstanding Option, however, without the consent of the Optionee. The material terms of the performance goals
must be reapproved by the Company’s shareholders no later than the first shareholders meeting that occurs in the
fifth year following the year in which the shareholders previously approved the provisions of Section 10, if
additional grants of Restricted Stock are to be made under Section 10 and if required by Section 162(m) of the Code
or the regulations thereunder.
14. No Continued Employment. The grant of an Award pursuant to the Plan shall not be construed to imply or
to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to retain the
Optionee or Participant in the employ of the Company or an Affiliate and/or as a member of the Company's Board of
Directors or in any other capacity.
15. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in
connection with the exercise of an Option or in connection with the Vesting of Restricted Stock, the Company shall
have the right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient
to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with
respect to tax liabilities, including without limitation allowing the Optionee or Participant to surrender, or have the
Company retain from Shares which are otherwise issuable or deliverable in connection with an Award a number of
Shares which have a Fair Market Value equal to such tax liability. The Company's obligation to make any delivery
or transfer of Shares shall be conditioned on the Optionee's or Participant's compliance, to the Company's
satisfaction, with any withholding requirement.
16. Interpretation. The Plan is intended to enable transactions under the Plan with respect to directors and
officers (within the meaning of Section 16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the
conditions of Rule 16b-3; to the extent that any provision of the Plan, or any provisions of any Option or Restricted
Stock granted pursuant to the Plan, would cause a conflict with such conditions or would cause the administration of
the Plan as provided in Section 3 to fail to satisfy the conditions of Rule 16b-3, such provision shall be deemed null
and void to the extent permitted by applicable law. Subject to the foregoing, the Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan.