Exhibit 99.1 Non-Competition Agreement, dated
October 5, 2005, between the
Company and Mark L. Page
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 5th
day of October 2005 (the "Effective
Date").
WHEREAS, the
parties are currently parties to a Non-Competition Agreement,
dated March 3, 2004;
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"
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shall mean written notice of the Officer's
resignation of employment from the
Company, effective February 3, 2007, 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 of his service rendered
in fiscal 2006.
2. Covenant
Against Compet
