Pep Boys 2013 Annual Report Download - page 69

B-11
(a) Interpretation. The Plan, the exercise of Options and the obligations of the Company to
issue or transfer Shares under grants of Restricted Stock shall be subject to all applicable laws and to approvals by
any governmental or regulatory agency as may be required. The Plan is intended to enable transactions under the
Plan with respect to directors and officers (within the meaning of Section 16(a) under the Securities Exchange Act of
1934, as amended) to satisfy the conditions of Rule 16b-3; to the extent that any provision of the Plan, or any
provisions of any Option or Restricted Stock granted pursuant to the Plan, would cause a conflict with such
conditions or would cause the administration of the Plan as provided in Section 3 to fail to satisfy the conditions of
Rule 16b-3, such provision shall be deemed null and void to the extent permitted by applicable law. In addition, it is
the intent of the Company that ISOs comply with the applicable provisions of Section 422 of the Code, that Awards
of “qualified performance-based compensation” comply with the applicable provisions of Section 162(m) of the
Code and that, to the extent applicable, Awards comply with the requirements of Section 409A of the Code. To the
extent that any provision that is designed to comply with the legal requirements of Section 422, 162(m) or 409A of
the Code set forth in the Plan ceases to be required under such Section of the Code, that Plan provision shall cease to
apply. The Committee may revoke any Award if it is contrary to law or modify an Award to bring it into compliance
with any valid and mandatory government regulation. Subject to the foregoing, the Committee’s determinations
under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan.
(b) Section 409A. The Plan is intended to comply with the requirements of Section 409A of
the Code, to the extent applicable. All Awards shall be construed and administered such that the Award either (i)
qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of
section 409A of the Code. If an Award is subject to Section 409A of the Code, (i) distributions shall only be made
in a manner and upon an event permitted under section 409A of the Code, (ii) payments to be made upon a
termination of employment shall only be made upon a “separation from service” under Section 409A of the Code,
(iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under
Section 409A of the Code, (iv) unless the Award specifies otherwise, each payment shall be treated as a separate
payment for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly,
designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code.
Any Award granted under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key
employee (as defined below) upon separation from service shall be administered so that any distribution with respect
to such Award shall be postponed for six months following the date of the Participant’s separation from service, if
required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the
distribution shall be paid within thirty (30) days after the end of the six-month period. If the Participant dies during
such six-month period, any postponed amounts shall be paid within sixty (60) days of the Participant’s death. The
determination of key employees, including the number and identity of persons considered key employees and the
identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the
Code and the “specified employee” requirements of Section 409A of the Code.
(c) Funding the Plan. This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of assets to assure the payment of any Award
under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to
create a fiduciary relationship between the Company and any Optionee, Participant or any other person. No
Participant or any other person shall under any circumstances acquire any property interest in any specific assets of
the Company. To the extent any person acquires a right to receive a payment from the Company hereunder, such
right shall be no greater than the right of an unsecured general creditor of the Company.
(d) Headings. Section headings are for reference only. In the event of a conflict between a
title and the content of a Section, the content of the Section shall control.
(e) Governing Law. The validity, construction, interpretation, and effect of the Plan and
Option Documents and Restricted Stock Agreements issued under the Plan shall be governed and construed by and
determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict
of laws provisions thereof.