Pep Boys 2013 Annual Report Download - page 60

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B-2
(m) “Non-qualified Stock Option” means an Option granted under the Plan which is not
intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(n) “Option” means either an ISO or a Non-qualified Stock Option granted under Section 8 of
the Plan.
(o) “Option Document” means the document described in Section 8 which sets forth the
terms and conditions of each grant of Options.
(p) “Option Price” means the price at which Shares may be purchased, as calculated pursuant
to Section 8(b).
(q) “Optionee” means a person to whom an Option has been granted under the Plan, which
Option has not been exercised and has not expired or terminated.
(r) “Participant” means a person to whom Restricted Stock has been awarded under the Plan,
which Restricted Stock has not yet vested in full.
(s) “Restricted Period” means the period of time during which the Shares subject to the
Restricted Stock granted to a Participant remain subject to the restrictions and conditions imposed on such Shares, as
determined by the Committee.
(t) “Restricted Stock” means any Shares (or phantom units convertible into Shares) which
are awarded pursuant to the terms of Section 9 hereof and which are subject to the restrictions and conditions set
forth in Section 9 hereof for the Restricted Period.
(u) “Restricted Stock Agreement” means the document described in Section 9, which sets
forth the terms and conditions of each grant of Restricted Stock.
(v) “Rule 16b-3” means Rule 16b-3 promulgated pursuant to the Securities Exchange Act of
1934, as amended.
(w) “Shares” means the shares of Common Stock, par value $1.00 per share, of the Company
which are the subject of Awards.
(x) “Vest”, “Vested,” or “Vesting”, whether or not used with an initial capital letter, means
the time at which Restricted Stock granted under the Plan will no longer be subject to forfeiture, based upon the
expiration of the Restricted Period and the satisfaction of other restrictions and conditions imposed on the Shares
relating to such Restricted Stock. Upon Vesting, the restrictions and conditions imposed on the Restricted Stock will
lapse.
3. Administration of the Plan. The Committee shall administer the Plan.
(a) Meetings. The Committee shall hold meetings at such times and places as it may
determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing
by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.
(b) Grants.
(i) The Committee shall from time to time at its discretion grant Awards pursuant to
the terms of the Plan. The Committee shall have plenary authority and absolute discretion to (A) determine the key
employees and members of the Board of Directors (including Non-management Directors) to whom and the times
and the prices at which Awards shall be granted, (B) determine the type of Award to be granted and the number of
Shares subject thereto, (C) determine the vesting conditions with respect to Awards of Restricted Stock and the time