Pep Boys 2011 Annual Report Download - page 34

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Nonqualified Deferred Compensation Plan
Name
Executive
Contributions
in Last FY
($)
Registrant
Contributions
in Last FY
($)
Aggregate
Earnings in
Last FY
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at Last
FYE
($)
Michael R. Odell 24,024 24,024 (138,461) 74,291 1,021,260
Raymond L. Arthur 11,496 11,496 (69,252) 19,224 909,338
William E. Shull 7,619 7,619 (17,892) 7,382 438,894
Scott A. Webb 4,869 4,869 11,579 46,696 123,570
Joseph A. Cirelli 17,161 4,153 (14,338) 5,417 274,215
Employment Agreements With Named Executive Officers
Change of Control Agreements.We have agreements with each named executive officer that become effective
upon a change of control of Pep Boys. Following a change of control, these employment agreements become
effective for two years and provide these executives with positions and responsibilities, base and incentive
compensation and benefits equal or greater to those provided immediately prior to the change of control. In
addition, we are obligated to pay any excise tax imposed by Section 4999 of the Internal Revenue Code (a parachute
payment excise tax) on a change of control payment made to a named executive officer. A trust agreement has been
established to better assure the named executive officers of the satisfaction of Pep Boys’ obligations under their
employment agreements following a change of control. Upon a change of control, all outstanding but unvested
stock options and RSUs held by our all of our associates (including the named executive officers) vest and become
fully exercisable. For the purposesof these agreements, a change of control shall be deemed to have taken place if:
•incumbent directors (those in place on, or approved by two-thirds of those in place on, the date of the
execution of the agreements) cease to constitute a majority of our Board;
•any person becomes the beneficial owner of 20% or more of our voting securities;
•the consummation of business combination transaction, unless immediately thereafter (1) more than 50% of
the voting power of the resulting entity is represented by our shareholders immediately prior to such
transaction, (2) no person is the beneficial owner of more than 20% of the resulting entity’s voting securities
and (3) at least a majority of the directors of the resulting entity were incumbent directors;
•a sale of all or substantially all of our assets;
•the approval of a complete liquidation or dissolution of Pep Boys; or
•such other events as the Board may designate.
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.