Pep Boys 2011 Annual Report Download - page 151

Non-Competition Agreements. In exchange for a severance payment equal to one year’s base salary
upon the termination of their employment without cause, each of our named executive officers has
agreed to customary covenants regarding, competition and confidentiality during their employment and
for one year thereafter.
Potential Payments Upon Termination or Change of Control
The following table shows information regarding the payments and benefits that each named
executive officer would have received under his Non-Competition Agreement assuming that he was
terminated without cause as of January 28, 2012.
Cash
Payment
Name ($)
Michael R. Odell .......................................... 820,000
Raymond L. Arthur ......................................... 525,000
William E. Shull III ......................................... 350,000
Scott A. Webb ............................................ 450,000
Joseph A. Cirelli ........................................... 315,020
The following table shows information regarding the payments and benefits that each named
executive officer would have received under his Change of Control Agreement assuming that he was
terminated immediately upon a change of control as of January 29, 2012. In accordance with the terms
of our Change of Control Agreements, the two times multiple set forth in the following table is
reduced by 1/24th for each month that a named executive officer remains employed by the Company
following a change of control (e.g. a named executive terminated twelve months following a change of
control would receive half of the amounts set forth in the table).
Value of
Accelerated
2X Vesting of
2X Health and Outstanding
2X 2X Account Plan Welfare Equity
Base Salary Target Bonus Contributions Benefits Awards Total
Name ($) ($) ($) ($) ($)(a) ($)
Michael R. Odell ........ 1,640,000 1,640,000 524,800 75,225 2,647,263 6,527,288
Raymond L. Arthur ...... 1,050,000 787,500 294,000 59,820 427,398 2,618,718
William E. Shull ......... 700,000 455,000 115,500 58,160 351,287 1,679,947
Scott A. Webb .......... 900,000 585,000 237,600 60,187 412,878 2,195,665
Joseph A. Cirelli ........ 630,000 283,500 146,160 46,538 227,571 1,333,769
(a) Represents the value of the accelerated vesting of all ‘‘in the money’’ stock options and RSUs at
the closing price of a share of PBY Stock on January 27, 2012 ($12.08).
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.
Compensation Committee Interlocks and Insider Participation
Ms. Atkins and Messrs. Hotz and Mitarotonda are the current members of our Compensation
Committee. None of these members is or has been an officer or employee of Pep Boys or has any
relationship with Pep Boys requiring disclosure under Item 404 of SEC Regulation S-K. No executive
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