Pep Boys 2010 Annual Report Download - page 18

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12
Equity Grants. The 2009 Stock Incentive Plan provides for an annual equity grant having an aggregate value of
$55,000 to non-management directors. The Stock Incentive Plan is administered, interpreted and implemented by
the Compensation Committee.
The following table details the compensation paid to non-employee directors during the fiscal year ended January
29, 2011.
Director Compensation Table
Name
Fees Earned or
Paid in Cash
($)
Equity Awards
($)
Total
($)
M. Shân Atkins 52,500 55,000 107,500
Robert H. Hotz 52,500 55,000 107,500
Max L. Lukens 90,000 55,000 145,000
James A. Mitarotonda 46,250 55,000 101,250
Irvin D. Reid 51,000 55,000 106,000
Jane Scaccetti 57,500 55,000 112,500
John T. Sweetwood 47,500 55,000 102,500
Nick White 45,000 55,000 100,833
James A. Williams 53,500 55,000 108,500
Share Ownership Guidelines. Each of our non-employee directors is expected to hold shares equal to 4x the
annual director retainer (i.e., $140,000). The share ownership levels may be satisfied through direct share ownership
and/or by holding unvested time-based RSUs and vested “in the money” stock options. Non-employee directors
have five years from their appointment to Board to achieve their expected ownership level. If in a shortfall position,
(i) a non-employee director may not sell Pep Boys Stock and (ii) all net after-tax shares acquired upon the exercise
of stock options must be retained. All of our non-employee directors are currently in compliance with our share
ownership guidelines.
Certain Relationships and Related Transactions
The Audit Committee, which is comprised of independent directors, has established a written Related Party
Transaction Policy. Such policy provides that to help identify related-party transactions and relationships (i) all
transactions between the Company and another party are reviewed by the Company’s legal and finance departments
prior to the execution of definitive transaction documents and (ii) each director and executive officer completes a
questionnaire that requires the disclosure of any transaction or relationship that the person, or any member of his or
her immediate family, has or will have with the Company. The full Board of Directors reviews and approves,
ratifies or rejects any transactions and relationships of the nature that would be required to be disclosed under Item
404 of Regulation S-K. In reviewing any such related-party transaction or relationship, the Board considers such
information as it deems important to determine whether the transaction is on reasonable and competitive terms and is
fair to the Company. No such relationships or transactions of a nature required to be disclosed under Item 404 of
Regulation S-K currently exist.
Involvement of Certain Legal Proceedings
None of our directors or executive officers are currently involved, or have been involved during the last ten
years, in a legal proceeding of the type required to be disclosed under Item 402 of Regulation S-K.