Pep Boys 2013 Annual Report Download - page 62

B-4
4. Awards under the Plan. Awards granted under the Plan may be in the form of a Non-qualified
Stock Option, an ISO or Restricted Stock, or a combination thereof, at the discretion of the Committee; provided,
however, that ISOs may be granted only to individuals who are employees of the Company or an Affiliate.
5. Eligibility. All key employees and members of the Board of Directors of the Company or its
Affiliates shall be eligible to receive Awards hereunder. The Committee, in its sole discretion, shall determine
whether an individual qualifies as a key employee.
6. Shares Subject to Plan.
(a) The aggregate maximum number of Shares for which Awards may be granted pursuant to
the Plan is 8,000,000, adjusted as provided in Section 11 of the Plan. The Shares to be issued may be from
authorized and unissued shares of Common Stock of the Company or previously issued shares of Common Stock of
the Company reacquired by the Company. If an Option terminates or expires without having been fully exercised for
any reason, or if any Shares with respect to an award of Restricted Stock shall be forfeited for any reason, the Shares
subject thereto may again be the subject of an Award granted pursuant to the Plan.
(b) The maximum aggregate number of Shares that may be granted to any individual during
any calendar year is 500,000 Shares, and the maximum aggregate number of Shares to which Options may be
granted under the Plan to any individual Optionee during any calendar year is 500,000 Shares, except, in either case,
as such number of Shares shall be adjusted in accordance with the provisions of Section 11 of the Plan. The
maximum aggregate number of Shares to which Restricted Stock grants may be granted under the Plan to any
individual Participant during any calendar year as qualified performance-based compensation under Section 9(d) is
500,000 Shares, subject to adjustment pursuant to Section 11. A Participant may not accrue dividend equivalents
during any calendar year in excess of $250,000.
7. Term of the Plan. The Plan has been amended and restated effective as of June 11, 2014, subject
to the approval by the Company’s shareholders. No Award may be granted under the Plan after December 31, 2019.
8. Option Documents and Terms. Each Option granted under the Plan shall be a Non-qualified Stock
Option unless the Option shall be specifically designated at the time of grant to be an ISO for federal income tax
purposes. Options granted pursuant to the Plan shall be evidenced by the Option Documents in such form as the
Committee shall from time to time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the Committee shall from time to time require
which are not inconsistent with the terms of the Plan.
(a) Number of Option Shares. Each Option Document shall state the number of Shares to
which it pertains. An Optionee may receive more than one Option, which may include both Options which are
intended to be ISOs and Options that are not intended to be ISOs, but only on the terms and subject to the conditions
and restrictions of the Plan. The aggregate maximum number of Shares that may be issued pursuant to ISOs granted
under the Plan shall not exceed 8,000,000, and all Shares issued under the Plan as ISOs shall count against the
maximum number of Shares that may be granted pursuant to the Plan under Section 6(a).
(b) Option Price. Each Option Document shall state the Option Price, which, for all Options,
shall be at least 100% of the Fair Market Value of the Shares on the date the Option is granted as determined by the
Committee; provided, however, that if an ISO is granted to an Optionee who then owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than 10% of the total combined voting power of all classes
of stock of the Company or an Affiliate, then the Option Price shall be at least 110% of the Fair Market Value of the
Shares on the date the Option is granted. If the Shares are traded in a public market, then the Fair Market Value per
share shall be, if the Shares are listed on a national securities exchange, the mean between the highest and lowest
quoted selling prices thereof, or, if the Shares are not so listed, the mean between the closing “bid” and “asked”
prices thereof, as applicable and as the Committee determines, on the day the Option is granted, as reported in
customary financial reporting services.