Pep Boys 2013 Annual Report Download - page 64

B-6
(iv) The date that the employment of an Optionee who is an employee terminates for
cause, as determined by the Committee;
(v) Immediately upon the occurrence of an act or omission by an Optionee who is an
employee which constitutes either (i) the willful breach of his employment agreement with the Company or an
Affiliate, or his engagement in any sort of disloyalty to the Company or an Affiliate, including, without limitation,
fraud, embezzlement, theft, commission of a felony or dishonesty in the course of his employment; or (ii) the
disclosure or misuse by Optionee of trade secrets or confidential information of the Company or an Affiliate. The
employment of such Optionee shall be deemed to have terminated for cause as of the date of such act or omission,
and any Option granted by the Company to said Optionee and held by such Optionee shall, without the requirement
of any notice, terminate as of the date of such act or omission, so long as within 90 days after the Company has
obtained sufficient information as to such act or omission, including investigatory confirmation in proper
circumstances, to make evaluation by the Committee appropriate, there has been a finding by the Committee, after
full consideration of the facts, that there has been an act or omission by the Optionee the nature of which is as set
forth in clauses (i) or (ii) above. In addition to such immediate termination of Options, the Optionee shall forfeit all
Shares for any exercised portion of the Option for which the Company has not yet delivered the share certificates to
the Optionee, upon refund by the Company of any option price paid by the Optionee.
(vi) Immediately, without the requirement of any notice, upon the occurrence of an
act by an Optionee who is a Non-management Director which act is, with respect to the Company or an Affiliate, a
fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of the Company’s or an
Affiliate’s assets or opportunities.
(f) Transfers. Generally, an Option granted under the Plan shall not be transferable, except
by will or by the laws of descent and distribution, and may be exercised, during the lifetime of an Optionee, only by
the Optionee or, in the event of his or her incompetence, by the Optionee’s legal representative; provided, however,
that the Committee may, in its sole discretion, at the time of grant or at any time thereafter, allow for the transfer of
Options that are not ISOs to other persons or entities, subject to such conditions or limitations as the Committee may
establish. No Option granted under the Plan shall be subject to execution, attachment or other process.
(g) Other Provisions. The Option Documents may contain such other provisions including,
without limitation, provisions authorizing the Committee to accelerate the exercisability of all or any portion of an
Option granted pursuant to the Plan, additional restrictions upon the exercise of the Option or additional limitations
upon the term of the Option, as the Committee shall deem advisable.
(h) Amendment. The Committee shall have the right to amend Option Documents issued to
an Optionee subject to his consent, except as limited by Section 13 of the Plan, and except that the consent of the
Optionee shall not be required for any amendment made under Section 10 of the Plan.
(i) ISO Limit. To the extent that the aggregate Fair Market Value (determined at the time of
grant) of Shares with respect to which ISOs are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be treated as Non-qualified Stock
Options.
9. Restricted Stock Agreements and Terms. Restricted Stock granted pursuant to the Plan shall be
evidenced by a Restricted Stock Agreement in such form as the Committee shall from time to time approve, which
Restricted Stock Agreement shall comply with and be subject to the following terms and conditions and such other
terms and conditions which the Committee shall from time to time require which are not inconsistent with the terms
of the Plan.
(a) Issuance of Shares. Upon an award of Restricted Stock to a Participant and receipt by the
Company of a fully executed Restricted Stock Agreement, accompanied by such additional documentation as
specified therein, the stock certificate representing the Restricted Stock granted as Shares shall be issued, transferred