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EXHIBIT 4 THE PEP BOYS DEFERRED COMPENSATION PLAN

Deferred Unit Award Agreement

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PEP BOYS MANNY MOE &| JACK

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Title: EXHIBIT 4 THE PEP BOYS DEFERRED COMPENSATION PLAN
Governing Law: Pennsylvania     Date: 3/18/2004
Industry: RTNONA     Sector: SERVIC

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EXHIBIT 4

         THE PEP BOYS
DEFERRED COMPENSATION PLAN
Effective March 19, 2004



ARTICLE 1
PURPOSE

        In recognition of the services provided by certain key employees, the Board of Directors of THE PEP BOYS—MANNY, MOE & JACK wishes to adopt a deferred compensation plan (the "Plan") to make additional retirement benefits and increased financial security, on a tax-favored basis, available to those individuals effective March 19, 2004. The Plan reads as follows:


ARTICLE 2
DEFINITIONS

        2.1    Definitions.    The following words and phrases, when used in this Plan, shall have the following meanings:

        Affiliate means any firm, partnership, or corporation that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company. "Affiliate" also includes any other organization related to the Company that is designated as such by the Board.

        Associate means any individual employed by the Company on a regular, full-time basis at the manager level or above (determined in accordance with the personnel policies and practices of the Company) as designated by the Company, including citizens of the United States employed outside of their home country and resident aliens employed in the United States; provided, however, that to qualify as an "Associate" for purposes of the Plan, the individual must be a member of a group of "key management or other highly compensated employees" within the meaning of Sections 201, 301 and 401 of ERISA whose Compensation is within the top 5% of all Associates of the Company ranked by Compensation.

        Base Salary means the amount of base salary paid to each Associate before any reduction for amounts deferred by the Participant pursuant to any Code section 401(k) plan or Code section 125 plan, or pursuant to this Plan or any other non-qualified plan that permits deferrals of compensation.

        Base Salary Deferral means that portion of Base Salary as to which a Participant has made an annual irrevocable election to defer receipt until the date specified under the In-Service Distribution Option or the Retirement Distribution Option.

        Beneficiary means the person or persons (natural or otherwise) designated by the Participant in accordance with Section 11.3.

        Board means the Board of Directors of the Company.

        Bonus means the amount earned by an Associate under any annual incentive plan maintained by the Company.

        Cause means (i) the continued failure of the Associate to perform substantially his duties with the Company (other than such failure resulting from an Associate's Disability), (ii) any act by the Associate of illegality, dishonesty or fraud in connection with the Associate's employment, (iii) the willful engaging by the Associate in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, (iv) the Associate's conviction of or pleading guilty or no contest to a felony, or (v) a violation of the Associate's employment agreement or non-competition agreement with the Company.

        Change of Control means:

        (a) individuals who, on the Effective Date, constitute the Board of Directors (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors

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then on the Board of Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board of Directors shall be deemed to be an Incumbent Director;

        (b) any "Person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board of Directors (the "Voting Securities"); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions: (i) by the Company or any subsidiary of the Company in which the Company owns more than 50% of the combined voting power of such entity (a "Subsidiary"), (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding the Company's Voting Securities pursuant to an offering of such Voting Securities, or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c));

        (c) 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 stockholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (i) 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) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board of Directors' approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a "Non-Qualifying Transaction");

        (d) a sale of all or substantially all of the Company's assets is consummated;

        (e) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

        (f) there occur such other events as the Board of Directors may designate.

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        Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company's Voting Securities as a result of the acquisition of the Company's Voting Securities by the Company which reduces the number of the Company's Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change of Control of the Company shall then occur.

        Code means the Internal Revenue Code of 1986, as amended from time to time and includes any regulations issued thereunder.

        Company means The Pep Boys—Manny, Moe & Jack.

        Company Stock Fund means the Deemed Investment Option under the Plan for which the rate of return credited to a Participant's Distribution Accounts shall be based on the actual performance of the common stock of the Company.

        Compensation means the sum of Base Salary and Bonus paid to an Associate.

        Deemed Investment Options means the deemed investment options selected by the Participant from time to time pursuant to which deemed earnings are credited to the Participant's Distribution Accounts.

        Disability or "Disabled" means a medically determinable physical or mental impairment of a permanent nature which prevents a Participant from performing his customary employment duties without endangering his health and which would qualify the Participant for Social Security disability benefits or a benefit under the Pep Boys—Manny, Moe & Jack Long Term Disability Salary Continuation Plan.

        Distribution Option means the two distribution options which are available under the Plan, consisting of the Retirement Distribution Option and the In-Service Distribution Option.

        Distribution Account or "Accounts" means, with respect to a Participant, the Retirement Distribution Account and/or the In-Service Distribution Account established on the books of the Employer, pursuant to Section 5.1, which is used solely to calculate the amount payable to each Participant as well as the "Accounts" to which are credited the Mandatory Bonus Deferrals and the Matching Contributions under Sections 4.2 and 4.4(a), respectively.

        Distribution Option Period. "Distribution Option Period" means a period of Plan Years for which an Eligible Associate elects, in the Enrollment Agreement, the time and manner of payment of amounts credited to the Eligible Associate's In-Service Distribution Option Account for such Plan Years. As required by Section 6.3, the Distribution Option Period must end at least two Plan Years prior to the Plan Year selected for the initial distribution for that Distribution Option Period.

        Effective Date means the effective date of the Plan, which is March 19, 2004.

        Eligible Associate means any Associate who is designated by the Board as eligible to participate in the Plan.

        Employer means the Company and any Affiliate which is authorized by the Company to adopt the Plan and cover its Eligible Associates and whose designation as such has become effective upon acceptance of such status by the Affiliate. An Affiliate may revoke its acceptance of such designation at any time, but until such acceptance has been revoked, all the provisions of the Plan and amendments thereto shall apply to the Eligible Associates of the Affiliate. In the event the designation is revoked by an Affiliate, the Plan shall be deemed terminated only with respect to such Affiliate.

        Enrollment Agreement means the authorization form which an Eligible Associate files with the Plan Administrator to participate in the Plan.

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        ERISA means the Employee Retirement Income Security Act of 1974, as amended.

        In-Service Distribution Account means the Account maintained for a Participant for each Distribution Option Period to which Base Salary Deferrals and Voluntary Bonus Deferrals are credited pursuant to the In-Service Distribution Option.

        In-Service Distribution Option means the Distribution Option pursuant to which benefits are payable in accordance with Section 6.3.

        Mandatory Bonus Deferral means the portion of the Tier I Participant's Bonus which is in excess of 150% of the Tier I Participant's target bonus.

        Matching Contributions are those credits made to the Participant's Retirement Distribution Account by the Employer pursuant to Section 4.4.

        Normal Retirement Age means age 62.

        Participant means an Eligible Associate who has filed a completed and executed Enrollment Agreement with the Plan Administrator or its designee and is participating in the Plan in accordance with the provisions of Article 4 or an Eligible Associate who is employed as an officer of the Company and is eligible to receive a Bonus in any Plan Year in excess of 150% of the Eligible Associate's target bonus. In the event of the death or incompetency of a Participant, the term shall mean the Participant's personal representative or guardian. An individual shall remain a Participant until that individual has received full distribution of any amount credited to the Participant's Distribution Account(s).

        Plan means this plan, called The Pep Boys Deferred Compensation Plan, as amended from time to time.

        Plan Administrator means the committee appointed by the Board to act as the administrator of the Plan.

        Plan Year means the 12 month period beginning on each January 1 and ending on the following December 31.

        Retirement means the termination of the Participant's Service with the Employer (for reasons other than death) at or after age 55.

        Retirement Distribution Account means the Account maintained for a Participant to which Base Salary Deferrals, Voluntary Bonus Deferrals and Matching Contributions are credited pursuant to the Retirement Distribution Option.

        Retirement Distribution Option means the Distribution Option pursuant to which benefits are payable in accordance with Section 6.1.

        Service means the period of time during which an employment relationship exists between an Associate and the Employer, including any period during which the Associate is on an approved leave of absence, whether paid or unpaid. "Service" also includes employment with a non-participating Affiliate if an Associate transfers directly between the Employer and the Affiliate.

        Tier I Participant means a Participant who is employed as an officer of the Company.

        Tier II Participant means a Participant other than a Tier I Participant.

        Termination Date means the date of termination of a Participant's Service with the Employer and its Affiliates, including termination resulting from a Participant's Disability, and shall be determined without reference to any compensation continuation arrangement or severance benefit arrangement that may be applicable.

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        Voluntary Bonus Deferral means the portion of the Participant's Bonus earned in a Plan Year, which in the case of a Tier I Participant, is equal to or less than 150% of the Tier I Participant's target bonus, as to which a Participant has made an annual irrevocable election to defer receipt until the date specified under the In-Service Distribution Option or the Retirement Distribution Option.

        2.2    Construction.    The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary.


ARTICLE 3
ADMINISTRATION OF THE PLAN AND DISCRETION

        3.1 The Plan Administrator shall have full power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and to take any other such actions as it deems necessary or advisable in carrying out its duties under the Plan. All action taken by the Plan Administrator arising out of, or in connection with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole discretion, and shall be final, conclusive and binding upon the Employer, the Board, all Employees, all Beneficiaries of Employees and all persons and entities having an interest therein and the Enrollment Agreement of each Participant shall constitute that Participant's acknowledgement and acceptance of the Plan Administrator's authority and discretion.

        3.2 The Plan Administrator shall serve without compensation for their services unless otherwise determined by the Board. All expenses of administering the Plan shall be paid by the Company.

        3.3 The Company shall indemnify, defend and hold the Plan Administrator harmless from any and all claims, losses, damages, expenses (including counsel fees) and liability (including any amounts paid in settlement of any claim or any other matter with the consent of the Board) arising from any act or omission of such member, except when the same is due to gross negligence or willful misconduct.

        3.4 Any decisions, actions or interpretations to be made under the Plan by the Company, the Employer, the Board or Plan Administrator shall be made in its respective sole discretion, not as a fiduciary and need not be uniformly applied to similarly situated individuals and shall be final, binding and conclusive on all persons interested in the Plan.


ARTICLE 4
PARTICIPATION

        4.1    Election to Participate.    Annually, all Eligible Associates will be offered the opportunity to make a Base Salary Deferral and a Voluntary Bonus Deferral with respect to Base Salary and Bonus to be earned in the following Plan Year. Any Eligible Associate may enroll in the Plan effective as of the first day of a Plan Year by filing a completed and fully executed Enrollment Agreement with the Plan Administrator by a date set by the Plan Administrator but in any event prior to the last day of the preceding Plan Year. Pursuant to said Enrollment Agreement, the Eligible Associate shall irrevocably elect, except as provided below, (a) the percentages, in whole percentages, by which (as a result of payroll reduction) an amount equal to any whole percentage of the Participant's Base Salary or Bonus to be earned during that Plan Year, in each case after required nondeferrable payroll tax and other authorized or required deductions, will be deferred, and (b) the Distribution Accounts to which such amounts will be credited, and shall provide such other information as the Plan Administrator shall require. The first Enrollment Agreement filed by an Eligible Associate during any Distribution Option Period must also set forth the Participant's election as to the time and manner of distribution from the Retirement Distribution Account and the In-Service Distribution Account and of amounts credited for that Distribution Option Period and related earnings. The Company may establish minimum or maximum amounts of Base Salary Deferrals and Voluntary Bonus Deferrals that may be elected under

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this Section and may change such standards from time to time. Any such limits shall be communicated by the Company to the Plan Administrator and by the Plan Administrator to the Participants prior to the commencement of a Plan Year. Notwithstanding anything herein to the contrary, a Participant may elect to cease the Base Salary Deferrals or Voluntary Bonus Deferrals, being made in the current Plan Year on the Participant's behalf by giving the Plan Administrator at least 30 days' advance written notice of such election and agreeing not to make any further Base Salary Deferrals and Voluntary Bonus Deferrals under the Plan for the balance of the current Plan Year and all of the next Plan Year.

        4.2    Mandatory Participation.    Each Tier I Participant who is eligible to receive a Bonus in any Plan Year in excess of 150% of the Tier I Participant's target bonus will automatically be enrolled in the Plan with such sum credited to an Account for the Tier I Participant. The Deemed Investment Option for a Mandatory Bonus Deferral shall be a money market fund selected by the Company. The Mandatory Bonus Deferral shall vest according to the following schedule provided that the Participant does not have a Termination Date prior thereto:

Plan Years following Year Earned


 

Vested Percentage


 

One year, but less than two

 

33.33

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