Pep Boys 2013 Annual Report Download - page 65

B-7
to and registered in the name of the Participant with such legend thereon as the Committee shall deem appropriate,
and Restricted Stock granted as phantom units shall be recorded to a bookkeeping account for the benefit of the
Participant. Such stock certificate shall be held by the Company until the Restricted Stock Vests (or the phantom
units are redeemed to Shares, in the case of Restricted Stock granted as phantom units) or is forfeited. The Company
shall not be obligated to deliver any stock certificates until such Shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time
of the Award are listed nor until there has been compliance with such laws or regulations as the Company may deem
applicable, including without limitation registration or qualification of such Shares under any federal or state law.
(b) Dividends and Voting Rights. Unless the Committee determines otherwise, during the
period from the date the Restricted Stock is awarded to the date the Restricted Period expires, the Participant will be
entitled to all rights of a shareholder of the Company, including the right to vote the Shares and receive dividends
and other distributions declared on such Shares from time to time, as distributed. Notwithstanding the foregoing
with respect to Restricted Stock granted as phantom units, the Participant shall not have any rights as a shareholder
of the Company until such units are redeemed as Shares, but, subject to the determination of the Committee, may
receive dividend equivalents on such units as if they were Shares and the equivalent of other distributions declared
on the Shares from time to time. Dividend equivalents may be accrued as a cash obligation, or may be converted to
phantom units for the Participant, as determined by the Committee. Dividend equivalents on Restricted Stock
granted as phantom units may be payable in cash or Shares, or a combination of the two, as determined by the
Committee in the Restricted Stock Agreement. Notwithstanding the foregoing, the Committee shall determine
whether dividends of stock and other non-cash distributions (or equivalents of such in connection with Restricted
Stock granted as phantom units) with respect to the Restricted Stock shall be withheld by the Company for the
account of the Participant and whether they shall be subject to the Vesting and forfeiture provisions applicable to the
related Restricted Stock. The Committee shall determine whether interest shall be paid on such amounts withheld,
the rate of any such interest, and the other terms applicable to such withheld amounts.
(c) Restricted Period and Vesting Schedule. The Committee shall have the plenary authority
and absolute discretion to determine the Restricted Period for the Restricted Stock granted to a Participant and the
times at which the Shares subject to such Restricted Stock shall Vest, which may be different for each award of
Restricted Stock, or become redeemed as Shares if granted as phantom units, provided, however that no Shares shall
Vest prior to one year from the date of grant of the Restricted Stock. Vesting may be time-based and/or tied to the
achievement of certain performance goals, including those performance goals listed below. Notwithstanding the
foregoing, only whole Shares shall Vest and become redeemed if granted as phantom units. In the event that a
Participant shall become entitled to a fractional Share, such fractional Share shall not Vest (or be redeemed) unless
and until the Participant becomes entitled to such number of fractional Shares as shall be equal in sum to a whole
Share.
In addition, the Committee may establish performance-based goals to determine whether or not
Restricted Stock shall vest or be forfeited. Within the first ninety days of each applicable performance period, the
Committee will determine the objective business criteria to be used to measure performance and the corresponding
relative weightings, performance goals and vesting schedule. All such performance-based criteria shall be set forth
in the applicable restricted Stock Agreement.
(d) Qualified Performance-Based Compensation.
(i) The Committee may determine that Restricted Stock (including dividend
equivalents granted with respect to phantom units) granted to a Participant shall be considered “qualified
performance-based compensation” under Section 162(m) of the Code, in which case the provisions of this Section
9(d) shall apply. The Committee shall establish the performance goals in writing either before the beginning of the
performance period or during the period ending no later than the earlier of (A) 90 days after the beginning of the
performance period or (B) the date on which 25% of the performance period has been completed, or such other dates
as may be required or permitted under applicable regulations under Section 162(m) of the Code.