Pep Boys 2010 Annual Report Download - page 53

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A-7
accordingly re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before
his or her scheduled start date into the applicable Offering Period.
(i) Change of Control. Unless the Plan Administrator determines otherwise prior to the beginning of the
Offering Period, immediately prior to the effective date of any Change of Control, each outstanding purchase right
shall automatically be exercised by applying the payroll deductions of each Participant for the Offering Period in
which the Change of Control occurs to the purchase of whole shares of Common Stock at a purchase price per share
equal to (unless the Plan Administrator determines otherwise prior to the beginning of the particular Offering Period)
85% of the Fair Market Value per share of Common Stock immediately prior to the effective date of the Change of
Control. The applicable limitation on the number of shares of Common Stock purchasable per Participant shall
continue to apply to any such purchase. The Company shall use its reasonable efforts to provide at least ten days’
prior written notice of the occurrence of any Change of Control, and Participants shall, following the receipt of such
notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change of
Control.
(j) Proration of Purchase Rights. If the total number of shares of Common Stock to be purchased
pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform
and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such Participant, shall be promptly refunded.
(k) Assignability. A purchase right shall be exercisable only by the Participant and shall not be assignable
or transferable by the Participant.
(l) Stockholder Rights. A Participant shall have no stockholder rights with respect to the shares subject
to his or her outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of the purchased shares.
(m) ESPP Brokerage Account. The shares of Common Stock purchased on behalf of each Participant
shall be deposited directly into a brokerage account which the Company shall establish for the Participant at a
Company-designated brokerage firm. The account will be known as the ESPP Brokerage Account. Unless the Plan
Administrator determines otherwise, the following policies and procedures shall be in place for any shares deposited
into the Participant’s ESPP Brokerage Account until those shares have been held for the requisite period necessary to
avoid a disqualifying disposition under U.S. federal tax laws:
(i) Unless the shares are sold, the shares must be held in the ESPP Brokerage Account until the
later of the following two periods: (x) the end of the two-year period measured from the start date of the
Offering Period in which the shares were purchased and (y) the end of the one-year period measured from the
actual Purchase Date of those shares.
(ii) Unless the shares are sold, the deposited shares shall not be transferable (either electronically
or in certificate form) from the ESPP Brokerage Account until the required holding period for those shares is
satisfied. Such limitation shall apply both to transfers to different accounts with the same ESPP broker and to
transfers to other brokerage firms. After the required holding period, the shares may be transferred (either
electronically or in certificate form) to other accounts or to other brokerage firms.
(iii) The foregoing procedures shall not in any way limit when the Participant may sell his or her
shares. These procedures are designed solely to assure that any sale of shares prior to the satisfaction of the
required holding period is made through the ESPP Brokerage Account. In addition, the Participant may
request a stock certificate or share transfer from his or her ESPP Brokerage Account prior to the satisfaction
of the required holding period should the Participant wish to make a gift of any shares held in that account.
However, shares may not be transferred (either electronically or in certificate form) from the ESPP Brokerage
Account for use as collateral for a loan, unless those shares have been held for the required holding period.