Exhibit 10.1
NON-COMPETITION
AGREEMENT
This Non-Competition Agreement (this
“Agreement”) is made by and between The Pep
Boys—Manny, Moe & Jack, a Pennsylvania corporation (the
“Company”), and Mark L. Page (the
“Officer”), on this 19th–day of October 2006 (the
“Effective Date”).
WHEREAS, the parties are currently
parties to a Non-Competition Agreement, dated October 5,
2005;
WHEREAS, the parties wish to Amend
and Restate the existing Non-Competition Agreement in order to
provide to the Officer the enhanced severance benefit provided
herein; and
WHEREAS, in exchange for the
enhanced severance benefit provided herein, the Officer is willing
to reconfirm the covenant against competition contained
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and incorporating the foregoing recitals, the
parties agree as follows:
1.
Severance Benefit .
a.
If the
Officer’s employment shall be terminated (i) by the
Company without Cause (as defined below) or (ii) by the
Officer pursuant to the delivery of a Letter of Resignation (as
defined below), and the Officer executes, and does not revoke, the
Company’s then current standard separation and release
agreement, (A) the Officer shall have the option under the
Company’s Executive Supplemental Retirement Plan (the
“SERP”) to receive an Actuarial Equivalent Benefit (as
defined in the SERP) settled in a lump sum payment as of his
termination date and (B) the Company shall pay to the Officer
an amount equal to one and one-half times his then current base
salary, payable, at the Officer’s option, (1) in a lump
sum payable within 10 days of his termination date or
(2) in equal installments at the regular pay periods of the
Company for a period of eighteen months following the termination
date (together the “Severance Benefit”);
provided , however , that the Severance Benefit shall
not be payable if the Officer’s employment shall be
terminated during such Officer’s Employment Period (as
defined in that certain Employment Agreement between the Company
and the Officer (the “Change in Control
Agreement”)). During the Employment Period, the Change
of Control Agreement shall supercede this Agreement in its
entirety.
b.
For the purposes
of this Agreement, “Cause” shall mean (i) the
continued failure of the Officer to perform substantially his
duties with the Company (other than any such failure resulting from
the Officer’s incapacity due to physical or mental illness),
(ii) any act by the Officer of illegality, dishonesty or fraud
in connection with the Officer’s employment, (iii) the
willful engaging by the Officer in gross misconduct which is
demonstrably and materially injurious to the Company or its
affiliates, (iv) the Officer’s conviction of or pleading
guilty or no contest to a felony, or (v) a violation of
Section 2 hereof.
c.
For the purposes
of this Agreement, a “Letter of Resignation”
shall
mean written
notice of the Officer’s resignation of employment from the
Company, effective February 2, 2008, and delivered by the
Officer to the Company at least 90 days prior to such
resignation date. The Officer acknowledges and agrees that,
if he delivers an effective Resignation Notice, he shall not be
entitled to receive any bonus payment under the Company’s
then effective Annual Incentive Bonus Plan on account
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