Pep Boys 2010 Annual Report Download - page 55

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A-9
Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be
collected, under the Plan following such termination.
11. AMENDMENT AND TERMINATION
(a) Amendment; Termination. The Board may alter, amend, suspend or terminate the Plan at any time, to
become effective immediately following the close of any Offering Period. In the event of Plan termination, any
outstanding payroll deductions that are not used to purchase Common Stock on a Purchase Date pursuant to the Plan
shall be promptly refunded to such Participants.
(b) Stockholder Approval. In no event may the Board effect any of the following amendments or
revisions to the Plan without the approval of the Company’s shareholders: (i) increase the number of shares of
Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the
Company’s capitalization, (ii) if required to do so under Code section 423 or (iii) if required to do so under
applicable Stock Exchange requirements.
12. GENERAL PROVISIONS
(a) Death. In the event of the death of a Participant, the Company shall deliver any shares of Common
Stock, cash or both shares of Common Stock and cash held for the benefit of Participant to the executor or
administrator of the estate of the Participant.
(b) Expenses. All costs and expenses incurred in the administration of the Plan shall be paid by the
Company; however, each Plan Participant shall bear all costs and expenses incurred by such individual in the sale or
other disposition of any shares purchased under the Plan.
(c) No Right of Employment. Nothing in the Plan shall confer upon the Participant any right to continue
in the employ of the Company or any Company Affiliate for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Company Affiliate employing such person) or of the
Participant, which rights are hereby expressly reserved by each, to terminate such person’s employment at any time
for any reason, with or without cause.
(d) Withholding. If and to the extent that any stock purchases or sales under this Plan are subject to
federal, state or local taxes, the Company is authorized to withhold all applicable taxes from shares issuable under
the Plan or from other compensation payable to the Participant.
(e) Transferability. Neither payroll deductions credited to a Participant nor any rights with regard to the
exercise a purchase right under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will or the laws of descent and distribution) by the Participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an
election to withdraw funds from an Offering Period in accordance with Section 8(g).
(f) Voting. The Participant shall have no voting rights in shares that he or she may purchase pursuant to
the Plan until such shares of Common Stock have actually be purchased by the Participant.
(g) Governing Law. The validity, construction, interpretation and effect of the Plan shall be governed and
construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to the conflict of laws provisions thereof.