Pep Boys 2013 Annual Report Download - page 46

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number of shares available for awards under the Stock Incentive Plan by 2,000,000 shares to a total of 8,000,000
shares.
The material terms of the Stock Incentive Plan (as proposed to be amended and restated) are summarized below.
This summary of the Stock Incentive Plan is not intended to be a complete description of the Stock Incentive Plan
and is qualified in its entirety by the actual text of the Stock Incentive Plan, which is attached to this Proxy Statement
as Exhibit A.
Material Features of the Stock Incentive Plan
General. The Stock Incentive Plan provides that awards may be in any of the following forms: (i) incentive stock
options, (ii) nonqualified stock options and (iii) restricted stock (including phantom units convertible into shares of
Pep Boys Stock).
If the shareholders approve the 2,000,000 share increase in the number of shares authorized for issuance under
the Stock Incentive Plan, the Stock Incentive Plan will authorize 8,000,000 shares of Pep Boys Stock for issuance,
subject to adjustments in certain circumstances as described below. If a stock option terminates or expires without
having been fully exercised for any reason, or if any shares of Pep Boys Stock with respect to an award of restricted
stock or phantom units is forfeited for any reason, the shares subject to such award may again be the subject of an
award under the Stock Incentive Plan.
The Stock Incentive Plan provides that the maximum aggregate number of shares of Pep Boys Stock that may be
granted to any individual during any calendar year is 500,000 shares, subject to adjustment as described below. The
maximum aggregate number of shares of Pep Boys Stock that may be granted pursuant to stock options to any
individual under the Stock Incentive Plan during any calendar year is 500,000 shares, subject to adjustment as
described below. The maximum aggregate number of shares of Pep Boys Stock that may be granted pursuant to
restricted stock grants (which includes phantom units convertible into shares of Pep Boys Stock) that are intended to
qualify as qualified performance-based compensation under Section 162(m) of the Code to any individual during any
calendar year is 500,000 shares, subject to adjustment as described below.
Participants may not accrue dividend equivalents during any calendar year under the Stock Incentive Plan in
excess of $250,000.
If approved by our shareholders, the Stock Incentive Plan will become effective on June 11, 2014.
Administration. The Stock Incentive Plan is currently administered and interpreted by the Compensation
Committee. The Compensation Committee has plenary authority and absolute discretion to (i) determine the key
employees and members of the Board of Directors (including directors who are not employees) to whom and the
times and the prices at which awards will be granted, (ii) determine the type of award to be granted and the number
of shares of Pep Boys Stock subject to such awards, (iii) determine the vesting conditions with respect to awards of
restricted stock and phantom units and the time or times after which stock options will become exercisable, (iv)
determine whether or not stock options are intended to qualify as an incentive stock option, (v) determine the
duration of the restricted period and the restrictions and conditions to be imposed with respect to each award, (vi)
adopt guidelines separate from the Stock Incentive Plan that set forth the specific terms and conditions for awards
under the Stock Incentive Plan and (vii) approve the form and terms and condition of the award agreements for
awards granted under the Stock Incentive Plan, all subject to the express provisions of the Stock Incentive Plan. The
interpretations and constructions of the Compensation Committee are final, binding and conclusive on all persons
having an interest in the Stock Incentive Plan or in any award granted under the Stock Incentive Plan.
Eligibility for Participation. All of our key employees and those of our affiliates are eligible for grants under the
Stock Incentive Plan. Also, all non-employee members of the Board of Directors are eligible to receive grants under
the Stock Incentive Plan. The Compensation Committee, in its sole discretion, will determine whether an individual
qualifies as a key employee. As of April 7, 2014, 187 employees and eight non-employee directors were eligible to
receive awards under the Stock Incentive Plan.