Pep Boys 2013 Annual Report Download - page 61

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B-3
or times after which Options will become exercisable, (D) determine whether or not an Option is intended to be an
ISO, (E) determine the duration of the Restricted Period and the restrictions and conditions to be imposed with
respect to each Award; (F) adopt guidelines separate from the Plan that set forth the specific terms and conditions for
Awards under the Plan, and (G) approve the form and terms and conditions of the Option Documents or the
Restricted Stock Agreements, as the case may be, between the Company and the Optionee or Participant; all subject,
however, to the express provisions of the Plan. In making such determinations, the Committee may take into account
the nature of the Optionee’s or Participant’s services and responsibilities, the Optionee’s or Participant’s present and
potential contribution to the Company’s success and such other factors as it may deem relevant. The interpretation
and construction by the Committee of any provision of the Plan or of any Award granted under it shall be final,
binding and conclusive on all persons having any interest in the Plan or in any Awards granted hereunder. All
powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a
fiduciary, and in keeping with the objectives of the Plan.
(ii) Unless otherwise determined by the Committee, Awards shall be automatically
granted, without any further action by the Committee, to each Non-management Director, (A) upon their initial
election to the Board of Directors and (B) annually thereafter, on the date of the Company’s Annual Meeting of
Shareholders (an “Annual Meeting Date”), in accordance with the following subclauses of this subsection (ii):
(A) On each Annual Meeting Date, (i) each Non-management Director
(other than the Chairman of the Board or Lead Director) shall receive $80,000 in Awards and (ii) the Non-
management Chairman of the Board or Lead Director, as the case may be, shall receive $92,500 in Awards, in such
form as determined by the Committee.
(B) On their initial election to the Board of Directors, each Non-
management Director shall receive a pro-rata portion of an Annual Non-management Director Award based on a
fraction, the numerator of which is the number of days remaining until the next scheduled Annual Meeting Date and
the denominator of which is 365.
(C) Any fractional Award otherwise to be issued under this subsection (ii)
shall be rounded up to the nearest whole Award.
(D) All Awards granted under subsection A of this subsection shall vest and
shall be subject to such terms and conditions as determined by the Committee.
(E) The Committee may, in its discretion, make additional Award grants to
Non-management Directors.
(c) Exculpation. No individual acting with the authority to administer the Plan shall be
personally liable for monetary damages as such for any action taken or any failure to take any action in connection
with the administration of the Plan or the granting of Awards thereunder unless (i) such individual has breached or
failed to perform the duties of his office under Section 511 of the General Association Act of 1988, as amended
(relating to standard of care and justifiable reliance), and (ii) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness; provided, however, that the provisions of this subsection 3(c) shall not apply to
the responsibility or liability of a member of the Committee pursuant to any criminal statute or to the liability of a
member of the Committee for the payment of taxes pursuant to local, state or federal law.
(d) Indemnification. Service on the Committee shall constitute service as a member of the
Board of Directors of the Company. Each member of the Committee shall be entitled without further act on his part
to indemnity from the Company to the fullest extent provided by applicable law and the Company’s Articles of
Incorporation and/or By-laws in connection with or arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Awards thereunder in which he or she may be involved by reason of his
or her being or having been a member of the Committee, whether or not he or she continues to be such member of
the Committee at the time of the action, suit or proceeding.