Pep Boys 2010 Annual Report Download - page 49

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(l) “Fair Market Value” per share of Common Stock on any relevant date shall be the closing price per
share of Common Stock at the close of regular trading house (i.e., before after-hours trading begins) on the date in
question on the Stock Exchange serving as the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such Stock Exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.
(m) “Offering Period” shall mean the period during which shares of Common Stock shall be offered
for purchase under the Plan as described in Section 5.
(n) “Participant” shall mean any Eligible Employee of a Participating Employer who is actively participating
in the Plan.
(o) “Participating Employer” shall mean the Company and each of its Company Affiliates as of the
Effective Date. Each corporation that becomes a Company Affiliate after the Effective Date shall automatically
become a Participating Employer effective as of the start date of the first Offering Period coincident or next
following the date on which it becomes such Company Affiliate, unless the Plan Administrator determines otherwise
prior to the start date of such Offering Period. Any corporation that ceases as a Company Affiliate after the Effective
Date shall automatically cease as a Participating Employer on the date it no longer qualifies as a Company Affiliate.
(p) “Plan” shall mean The Pep Boys – Manny, Moe & Jack Employee Stock Purchase Plan, as set forth
in this document, and as amended from time to time.
(q) “Plan Administrator” shall mean the Benefits Committee or such other committee as the Board
subsequently appoints for purposes of administering the Plan.
(r) “Purchase Date” shall mean the last business day of each Offering Period.
(s) “Stock Exchange” shall mean the New York Stock Exchange or such successor national securities
exchange that serves as the primary market for the Common Stock.
3. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to
adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the
requirements of Code section 423. Decisions of the Plan Administrator shall be final and binding on all parties
having an interest in the Plan. As a condition of participating in the Plan, all Participants must acknowledge, in
writing or by completing the enrollment forms to participate in the Plan, that all decisions and determinations of the
Plan Administrator shall be final and binding on the Participant, his or her beneficiaries and any other person having
or claiming an interest under the Plan on behalf of the Participant. The Plan Administrator may delegate its
ministerial duties to one or more subcommittees or to a third party administrator, as it deems appropriate.
4. STOCK SUBJECT TO PLAN
(a) Number of Shares. Subject to adjustment as described below, the aggregate number of shares of
Common Stock that may be issued or transferred under the Plan is 2,000,000 shares. The stock purchasable under
the Plan shall be shares of authorized but unissued or reacquired shares of Common Stock, including shares of
Common Stock purchased on the open market.
(b) Adjustment. If there is any change in the number or kind of shares of Common Stock by reason of
any stock split or reverse stock split, stock dividend, spinoff, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of
consideration, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and