Pep Boys 2013 Annual Report Download - page 55

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A-2
plan which satisfies the provisions of section 401(k) or section 125 of the Code and (ii) amounts which the
Participant elects to defer under a deferred compensation plan or program, other than an equity-based deferred
compensation plan, adopted by the Company. Base salary shall not include any amount attributable to any bonus
paid or accrued (including any bonus deferred under a deferred compensation plan or program adopted by the
Company), whether or not pursuant to a plan or program.
3. Administration, Amendment and Termination.
(a) The Plan shall be administered by the Compensation Committee acting by a majority vote of its
members. The Compensation Committee shall have the power and authority to take all actions and make all
determinations which it deems necessary or desirable to effectuate, administer or interpret the Plan. The Company's
adoption and continuation of the Plan is voluntary. The Compensation Committee shall have the power and
authority to extend, amend, modify or terminate the Plan at any time; provided, however, that the Compensation
Committee shall not have the power to amend or modify any provision of the Plan without shareholder approval in a
manner that would affect the terms of the Plan applicable to a Bonus intended to constitute qualified performance-
based compensation under Code section 162(m), if shareholder approval would be required under Code section
162(m). The Compensation Committee’s authority to extend, amend or modify the Plan shall include, without
limitation, the right to change Award Periods, to determine the time or times of paying Bonuses, to establish and
approve Company and individual performance goals and the relative weightings of the goals, and to establish such
other measures as may be necessary to meet the objectives of the Plan. In particular, but without limitation of the
foregoing, the Compensation Committee shall have the power and authority to make any amendments or
modifications to the Plan which may be necessary for the Plan to maintain compliance with Code section 162(m).
(b) All actions taken and all determinations made by the Compensation Committee in accordance with
the power and authority conferred upon the Compensation Committee under Paragraph 3(a) above shall be final,
binding and conclusive on all parties, including the Company and all Participants.
4. Participants.
(a) Each Eligible Employee shall be entitled to participate in the Plan for each Fiscal Year or portion
thereof in which such employee holds a position at the level of officer or director of the Company (the "Participants",
or individually, "Participant"), unless excluded from participation by the Compensation Committee or as provided by
Paragraph 11 hereof. With respect to an individual who becomes an Eligible Employee during an Award Period,
such individual shall become a Participant, unless excluded from participation by the Compensation Committee or as
provided in Paragraph 11 hereof, and shall be eligible to receive an amount equal to the amount which would have
been paid if the Participant had been an Eligible Employee for the entire Award Period, multiplied by a fraction, the
numerator of which is the number of days during the Award Period that the Participant was an Eligible Employee of
the Company and the denominator of which is the number of days in the Award Period.
(b) Each Participant shall participate in the Plan and earn Bonuses at one of five Bonus Levels, as set
forth below:
Bonus Level Participant Group
Tier I CEO
Tier II Executive Vice Presidents
Tier III Senior Vice Presidents
Tier IV Vice Presidents
With respect to any Participant who was employed at more than one of the Bonus Levels during an Award
Period, the total Bonus amount for such Award Period for which such Participant shall be eligible shall be the sum of
prorated Bonus payments corresponding to the applicable Bonus Levels. Each such prorated Bonus payment shall
equal the amount which would have been paid if the Participant had been an Eligible Employee at the applicable
Bonus Level for the entire Award Period, multiplied by a fraction, the numerator of which is the number of days