Pep Boys 2010 Annual Report Download - page 47

Exhibit A
THE PEP BOYS – MANNY, MOE & JACK
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN
This Plan is intended to promote the interests of the Company, by providing Eligible Employees with the
opportunity to acquire a proprietary interest in the Company through participation in an employee stock purchase
plan designed to qualify under Code section 423. The Plan is not intended and shall not be construed as constituting
an “employee benefit plan” within the meaning of section 3(3) of the Employee Retirement Income Security Act of
1974, as amended. Capitalized terms herein shall have the meanings assigned to such terms in Article 2.
2. DEFINITIONS
(a) “1933 Act” shall mean the Securities Act of 1933, as amended.
(b) “Board” shall mean the Company’s Board of Directors.
(c) “Change of Control” shall be deemed to have occurred 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 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 subsection (ii) shall not be deemed to be a Change of Control by virtue of any of the following
acquisitions: (A) 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”), (B) by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter
temporarily holding the Company’s Voting Securities pursuant to an offering of such Voting Securities, or
(D) pursuant to a Non-qualifying Transaction (as defined in subsection (iii));
(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
shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business Combination: (A) more than 50% of the total
voting power of (x) the corporation resulting from such Business Combination (the “Surviving
Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the
“Parent Corporation”), is represented by the Company’s Voting Securities that were outstanding