Pep Boys 2013 Annual Report Download - page 59

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EXHIBIT B
THE PEP BOYS - MANNY, MOE & JACK
2014 STOCK INCENTIVE PLAN
AMENDED AND RESTATED
AS OF JUNE 11, 2014
1. Purpose. The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation, hereby amends and
restates The Pep Boys – Manny, Moe & Jack 2009 Stock Incentive Plan and renames it as The Pep Boys – Manny,
Moe & Jack 2014 Stock Incentive Plan, effective as of June 11, 2014, (the “Plan”). The Plan is intended to
recognize the contributions made to the Company by key employees, and members of the Board of Directors, of the
Company or any Affiliate, to provide such persons with additional incentive to devote themselves to the future
success of the Company or an Affiliate, and to improve the ability of the Company or an Affiliate to attract, retain,
and motivate individuals upon whom the Company’s sustained growth and financial success depends, by providing
such persons with an opportunity to acquire or increase their proprietary interest in the Company.
2. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the
following meanings:
(a) “Act” means the Securities Act of 1933, as amended.
(b) “Affiliate” means a corporation which is a parent corporation or a subsidiary corporation
with respect to the Company within the meaning of Section 424 of the Code.
(c) “Award” means an award granted to an Optionee or a Participant under the Plan in the
form of an Option or Restricted Stock, or any combination thereof.
(d) “Board of Directors” means the Board of Directors of the Company.
(e) “Change of Control” shall have the meaning as set forth in Section 10 of the Plan.
(f) “Code” means the Internal Revenue Code of 1986, as amended.
(g) “Committee” means the Board of Directors or a committee of two or more members of
the Board of Directors, each of whom, at the time he takes action with respect to the Plan, is both (i) a “non-
employee director” within the meaning of Rule 16b-3 and (ii) an “outside director” within the meaning of Section
162(m) of the Code; provided, however that the Board of Directors may appoint any other individual or individuals
to administer the Plan with respect to Optionees and Participants who are neither (i) “insiders” within the meaning of
Section 16 under the Securities Exchange Act of 1934, as amended, nor (ii) “covered employees” within the meaning
of Section 162(m) of the Code.
(h) “Company” means The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation.
(i) “Disability” shall have that meaning as set forth in Section 22(e)(3) of the Code.
(j) “Fair Market Value” shall have the meaning as set forth in Section 8(b) of the Plan.
(k) “ISO” means an Option granted under the Plan which is intended to qualify as an
“incentive stock option” within the meaning of Section 422 of the Code.
(l) “Non-management Director” means a member of the Board of Directors who is not an
employee of the Company or any Affiliate.