Pep Boys 2013 Annual Report Download - page 67

B-9
of the person to whom Restricted Stock is granted, the rights of such Restricted Stock may be exercised only by him
or, in the event of his incompetence, by his legal representative. Upon the death of a Participant, the person to whom
the rights shall have passed by will or the laws of descent and distribution shall become entitled to the Restricted
Stock only in accordance with the provisions of subsection (d) above.
(g) Deferrals. The Committee may permit or require a Participant to defer receipt of the
payment of cash or the delivery of Shares that would otherwise be due to the Participant in connection with any
Restricted Stock grant as phantom units. The Committee shall establish rules and procedures for any such deferrals,
consistent with applicable requirements of Section 409A of the Code.
(h) Other Provisions. The Restricted Stock Agreements shall contain such other provisions
as the Committee shall deem advisable.
(i) Amendment. The Committee shall have the right to amend the Restricted Stock
Agreements issued to a Participant subject to his consent, except that the consent of the Participant shall not be
required for any amendment made under Section 10 of the Plan.
10. Change of Control.
(a) For purposes of this Section, a “Change of Control” shall be deemed to have taken place
if:
(i) a merger, consolidation, statutory share exchange or similar form of corporate
transaction is consummated involving the Company or any of its Subsidiaries that requires the approval of the
Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business Combination more than 50% of the total voting power
of (A) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (B) if applicable,
the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company’s
Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is
represented by shares into which the Company’s Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting
power of the Company’s Voting Securities among the holders thereof immediately prior to the Business
Combination,
(ii) a sale of all or substantially all of the Company’s assets is consummated; or
(iii) the shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company.
Notwithstanding the foregoing, the Committee may provide for a different definition of a “Change of
Control” if the Award is subject to the requirements of Section 409A of the Code and the Award will become
payable on a Change of Control.
(b) Consequences of a Change of Control. With respect to any Award granted on or after August
3, 2012, upon a Change of Control (i) unless such Award is assumed, substituted or replaced by the Surviving
Corporation or other successor to the business of the Company with an award of equivalent value, such Award shall
become immediately vested (at target level with respect to performance-based awards) and exercisable as to 100% of
the shares of Common Stock subject thereto and (ii) the performance criteria of any performance-based award
assumed, substituted or replaced by the Surviving Corporation or other successor to the business of the Company
with an award of equivalent value shall be deemed to have had its performance criteria achieved at target level;
provided that such award shall continue to be subject to time-based vesting equal to the remaining performance
period of the original Award. Such acceleration, assumption, substitution, replacement and/or modification shall
take place as of the date of the Change of Control.