Pep Boys 2013 Annual Report Download - page 57

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A-4
Committee. Subject to Paragraph 9(c) hereof with respect to any Bonus designated as “qualified performance-based
compensation” under Code section 162(m), the Committee shall have the authority to increase or decrease Bonus
amounts, in its sole discretion, notwithstanding any achievement of the applicable Company Performance Measure and
Individual Performance Measure, as applicable. Nothing in this Paragraph 8 shall be used to create any presumption that
Bonuses under the Plan are the exclusive means of providing incentive compensation for Eligible Employees, it being
expressly understood and agreed that the Compensation Committee has the authority to recommend to the Board of
Directors payments to any of the Eligible Employees, in cash or otherwise, based on performance measures or otherwise,
other than Bonuses under this Plan to Participants.
8. Special Rules for Qualified Performance –Based Compensation
(a) The maximum amount for a Bonus designated as “qualified performance-based compensation”
under Code section 162(m) payable to a Participant for any Fiscal Year shall not exceed three million dollars
($3,000,000).
(b) Notwithstanding anything to the contrary set forth in this Plan, the Compensation Committee shall
establish the Applicable Performance Measures for Bonuses designated as “qualified performance-based
compensation” under Code section 162(m) no later than the earliest to occur of (i) the ninetieth (90th) day following
the beginning of the Award Period or (ii) the date on which 25% of the Award Period has been completed, or (iii)
such other date as may be required under applicable regulations under Code section 162(m). Such Applicable
Performance Measures shall be set forth in the minutes of the Compensation Committee.
(c) Any Bonus payable to a Participant that is designated as “qualified performance-based
compensation” under Code section 162(m) shall be based on Applicable Performance Measures that satisfy the
requirements for “qualified performance-based compensation” under Code section 162(m), including the
requirement that the achievement of the Applicable Performance Measures be substantially uncertain at the time they
are established and that the Applicable Performance Measures be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the Applicable Performance Measures
have been met. To the extent that any Bonus is designated as “qualified performance-based compensation” under
Code section 162(m), no such Bonus may be made as an alternative to any other award that is not designated as
“qualified performance based compensation” but instead must be separate and apart from all other awards made. To
the extent a Bonus is designated as “qualified performance-based compensation,” the Compensation Committee is
authorized to reduce such Bonus for any Award Period based upon its assessment of personal performance or other
factors, but may not increase the Bonus that would otherwise be payable to the Participant. In no event shall a
reduction to one Participant’s Bonus result in an increase to a Bonus designated as “qualified performance based
compensation” under Code section 162(m).
(d) If a Bonus to which a Participant may become entitled is designated as “qualified performance-
based compensation” under Code section 162(m), the Compensation Committee shall certify in writing prior to
payment of such Bonus that the Applicable Performance Measures were in fact achieved. Any such certification by
the Compensation Committee shall be set forth in its minutes.
10. Payment of Bonuses. Bonuses shall be paid in cash or otherwise deferred by the Participant (as permitted by
the Company and consistent with Code section 409A) within ninety (90) days after the end of the Award Period to which
such Bonus relates.
11. Termination of Employment.
(a) If a Participant's employment with the Company has terminated during an Award Period, for any reason
whatsoever, with or without cause, then the Participant may not receive a Bonus for such Award Period, except as
otherwise provided in Paragraph 11(b) below or in a separate written agreement between the Company and the
Participant.