Pep Boys 2013 Annual Report Download - page 68

B-10
11. Adjustments on Changes in Capitalization. If there is any change in the number or kind of Shares
outstanding (i) by reason of a stock dividend, stock split, spin-off, recapitalization or combination or exchange of
shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in
par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Shares as a class
without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced as a
result of a spin-off or the Company’s payment of an extraordinary dividend or distribution, the aggregate number of
Shares as to which Awards may be granted hereunder, the maximum number of Shares for which Awards may be
granted to any individual during any calendar year, the kind and number of Shares covered by each outstanding
Award and the Option Price, in the case of grants of Options, shall be equitably adjusted by the Committee, in such
manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the
kind or value of, the issued Shares to preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under the Plan and such outstanding Awards; provided, however, that any fractional Shares resulting from
such adjustment shall be eliminated. In addition, in the event of a Change of Control the provisions of Section 10
shall apply. Any adjustments to outstanding Awards shall be consistent with Section 409A or 422 of the Code, to the
extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive.
12. No Repricing of Options Without Shareholder Approval. Notwithstanding anything in the Plan to
the contrary, the Board of Directors may not reprice Options, nor may the Board of Directors amend the Plan to
permit repricing of Options, unless the shareholders of the Company provide prior approval for such repricing. An
adjustment to an Option pursuant to Section 11 above shall not constitute a repricing of the Option. For the purposes
of this Section 12, a “repricing” shall be defined as (i) such term is defined in the New York Stock Exchange listing
rules or (ii) the cancellation of an Option for cash (other than in connection with a Change of Control) when the
consideration to be paid per Option exceeds the amount by which the Fair Market Value of a Share exceeds the
Option Price of such Option.
13. Amendment of the Plan. The Board of Directors may amend the Plan from time to time in such
manner as it may deem advisable; provided, that, the Board of Directors may not amend the Plan, without
shareholder approval, if such approval is required in order to comply with the Code or other applicable laws, or to
comply with applicable stock exchange requirements. No amendment to the Plan shall materially adversely affect
any outstanding Award, however, without the consent of the Optionee or Participant, as applicable, or unless the
Committee acts under Section 16(a). The material terms of the performance goals must be reapproved by the
Company’s shareholders no later than the first shareholders meeting that occurs in the fifth year following the year in
which the shareholders previously approved the such performance goals, if additional grants of Restricted Stock are
to be made under Section 9(d) as qualified performance-based compensation and if required by Section 162(m) of
the Code or the regulations thereunder.
14. No Continued Employment. The grant of an Award pursuant to the Plan shall not be construed to
imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any Affiliate to
retain the Optionee or Participant in the employ of the Company or an Affiliate and/or as a member of the
Company’s Board of Directors or in any other capacity.
15. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer
Shares in connection with the exercise of an Option or in connection with the Vesting of Restricted Stock, the
Company shall have the right to (a) require the recipient to remit or otherwise make available to the Company an
amount sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or
transfer of any certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its
interests with respect to tax liabilities, including without limitation allowing the Optionee or Participant to surrender,
or have the Company retain from Shares which are otherwise issuable or deliverable in connection with an Award a
number of Shares which have a Fair Market Value equal to such tax liability. The Company’s obligation to make
any delivery or transfer of Shares shall be conditioned on the Optionee’s or Participant’s compliance, to the
Company’s satisfaction, with any withholding requirement.
16. Miscellaneous