Exhibit 10.1


 


THE PEP BOYS —

MANNY, MOE & JACK PENSION PLAN


 


AMENDMENT 2009-1


 


Pursuant to the authority
reserved to it under Section 8.2 of The Pep Boys — Manny, Moe &
Jack Pension Plan (the “Pension Plan”), the Administrative Committee for the
Pension Plan (the “Committee”) hereby amends the Pension Plan as follows:


 


1.                                       Article IX
of the Plan is hereby amended to add a new Section 9.4B to read in its
entirety as follows:


 


9.4B                         Maximum Annual Retirement Allowance for
Limitation Years beginning on or after July 1, 2007. 
Except as otherwise provided below, the provisions of this Section shall
be effective as of the first Limitation Year beginning on or after July 1,
2007.  The limitations, adjustments and
other requirements prescribed herein shall at all times comply with the
provisions of section 415 of the Code and the final regulations thereunder, the
terms of which are specifically incorporated herein by reference.


 


(a)                                  Notwithstanding anything in the Plan to
the contrary, in no event shall the combined Annual Benefit payable with
respect to a Participant on a single life basis under this or any other defined
benefit plan maintained by the Employer or any Affiliate under which the
Participant is covered as a participant exceed the lesser of: (1) $160,000
(or such other figure determined in accordance with the cost of living
adjustment procedure under section 415(d) of the Code and Treas. Reg. Section 1.415(d)-1(a),
but only for the year in which such adjustment is effective); and (2) 100%
of the Participant’s average annual Compensation during the three consecutive
years (as adjusted pursuant to section 415(d) of the code and Treas. Reg.
sections 1.415(d)-1(a) and 1.415(b)-1(a)) in which the Participant
received the greatest amount of Compensation. 
The Plan may use any 12-month period to determine a year of service,
provided that such period is determined consistently and applied uniformly to
all Participants. Such 12 month period shall be the Plan Year.   For a Participant who is employed by the
Employer for fewer than three consecutive years, the period of the Participant’s
high three years of service is the actual number of consecutive years of
service (including fractions of a year, but not less than one year).  With respect to a Participant who incurs a break
in service and is rehired by the Employer, the Participant’s high three years
of service shall be calculated by excluding all years for which the Participant
performs no services for and receives no Compensation from the Employer
maintaining the Plan and by bridging the years of service before and after the
break in service and treating such years as if they were consecutive.


 


(b)                                 Notwithstanding subsection (a) of
this Section, benefits up to $10,000 for a Limitation Year may be paid without
regard to the 100% of Compensation limitation if the total retirement benefits
payable to a Participant under all defined benefit plans maintained by the
Employer and any Affiliate for the present and any prior Limitation Year do not
exceed $10,000 and the Employer (or a predecessor employer) and any Affiliate
has not at any time maintained a defined contribution plan in which the
Participant was covered.  For purposes of
determining the $10,000 amount, the benefit payable with respect to the
Participant under a plan for a Limitation Year reflects all amounts payable
under the plan for the Limitation Year (except


 

















 


as
otherwise provided in Treas. Reg. Section 1.415(d)-1) and are not adjusted
for form of benefit or commencement date.


 


(c)                                  If a Participant has multiple Annuity
Starting Dates, the limitations of section 415 of the Code and the regulations
thereunder must be met separately as of each of Annuity Starting Date taking
into account the benefits that have been or will be provided as of each Annuity
Starting Date.


 


(d)                                 If a Participant’s Annual Benefit (or a
retirement benefit to which the Participant is entitled under any other defined
benefit plan maintained by the Employer or any Affiliate) is payable in a form
other than a single life annuity or qualified joint and survivor annuity, the
Annual Benefit shall be converted to a single life annuity using the interest
rate and mortality assumptions specified in the Plan for Actuarial Equivalence
for the particular form of benefit payable. 
The single life annuity, which has been so determined shall be compared
to the single life annuity that has the same actuarial present value as the
form of benefit payable to the Participant, computed using a 5 percent interest
rate assumption (or for any form of benefit subject to section 417(e)(3) of
the Code, the Applicable Interest Rate and the Applicable Mortality Table.  The greater of these two amounts shall be the
applicable limit for the Annual Benefit payable in a form other than a single
life annuity or qualified joint and survivor annuity.


 


Notwithstanding
the foregoing, the following shall not be taken into account: any ancillary
benefit that is not related to retirement income benefits; and the survivor
annuity provided under the portion of any annuity that constitutes a qualified
joint and survivor annuity (as defined in section 417(b) of the Code).


 


(i)                                     For purposes of the adjustment set forth
above, for the Plan Years commencing on January 1, 2004 and January 1,
2005, for any form of benefit subject to section 417(e)(3) of the Code,
for purposes of the adjustment set forth in this subsection (d), the Applicable
Interest Rate above shall not be less than 5.5%.


 


(ii)                                  For Plan Years beginning on or after January 1,
2006, for any form of benefit subject to section 417(e)(3) of the Code,
for purposes of the adjustment set forth in this subsection (d), the interest
rate shall not be less than the greatest of 5.5%, the rate specified in the
Plan or the rate that produces a benefit of not more than 105% of the benefit
that would be produced using the Applicable Interest Rate.


 


(e)                                  If the benefit of a Participant begins
prior to age 62, the defined benefit dollar limitation applicable to the
Participant at such earlier age is an Annual Benefit payable in the form of a
single life annuity beginning at the earlier age that is the Actuarial
Equivalent of the defined benefit dollar limitation applicable to the
Participant at age 62 (adjusted under (a) above if applicable).  The defined benefit dollar limitation
applicable at an age prior to age 62 is determined as the lesser of (1) the
actuarial equivalent at such age of the defined benefit dollar limitation
computed using a 5% interest rate and the applicable mortality table as defined
in section 415(b)(2)(E)(v) of the Code; and (2) the amount determined
by multiplying the defined benefit dollar limitation by the ratio of the annual
amount of the single life annuity beginning at such earlier age (computed using
the interest rate and mortality table or other tabular factor specified for
early retirement benefits under the Plan) to the annual amount of the single
life


 

















 


annuity
under the Plan commencing at age 62 (with both such amounts determined without
application of the rules of section 415 of the Code).


 


Any
decrease in the defined benefit dollar limitation determined in accordance with
this subsection (e) shall not reflect a mortality decrement if benefits
are not forfeited upon the death of the Participant.  If any benefits are forfeited upon death, the
full mortality decrement is taken into account. 
No forfeiture shall be deemed to occur, if the Plan provides a qualified
pre-retirement survivor annuity and does not charge the Participant for such
coverage.


 


(f)                                    If the benefit of a Participant begins
after the Participant attains age 65, the defined benefit dollar limitation
applicable to the Participant at the later age is an Annual Benefit payable in
the form of a single life annuity beginning at the later age determined as the
lesser of (1) the actuarial equivalent at such age of the defined benefit
dollar limitation computed using a 5% interest rate and the applicable
mortality table as defined in section 415(b)(2)(E)(v) of the Code; and (2) the
amount determined by multiplying the defined benefit dollar limitation by the
ratio of (A) the annual amount of the single life annuity beginning at
such later age (computed using the interest rate and mortality assumptions for
delayed retirement benefits under the Plan, if applicable) to (B) the
annual amount of the single life annuity under the Plan commencing at age 65
(computed without using the interest rate and mortality assumptions for delayed
retirement benefits under the Plan, if applicable) (with both such amounts in (A) and
(B) determined without application of the rules of section 415 of the
Code).  The amount of the Annual Benefit
beginning at such later age is the annual amount of the benefit (determined
without regard to section 415 of the Code) computed by disregarding the
Participant’s accruals after age 65, but including actuarial adjustments even
if such adjustments are applied to offset benefit accrual.


 


For
these purposes, mortality between age 65 and the age at which benefits commence
shall be ignored.  No forfeiture shall be
deemed to occur if the Plan provides a qualified pre-retirement survivor
annuity and does not charge the Participant for such coverage.


 


(g)                                 If the Participant has fewer than 10
years of participation in the Plan, the defined benefit dollar limitation shall
be multiplied by a fraction, the numerator of which is the number of years (or
part thereof) of participation in the Plan and the denominator of which is
10.  In the case of a Participant who has
fewer than 10 years of service with the Employer, the defined benefit
compensation limitation and the $10,000 minimum benefit shall be multiplied by
a fraction, the numerator of which is the number of years (or part thereof) of
service with the Employer and the denominator of which is 10.  Years of service and years of participation
shall be determined in accordance with Treas. Reg. sections 1.415(b)-1(g)(1)(ii) and
(g)(2)(ii).


 


(h)                                 The Annual Benefit of a Participant who
was a Participant in the Plan before the first Limitation Year that begins on
or after July 1, 2007, shall not be reduced under any other provisions of
this Section 4.09 to the extent that it does not exceed the Participant’s
Annual Benefit accrued as of the end of the Limitation Year that ends
immediately prior to the first Limitation Year that begins on or after July 1,
2007 and determined in accordance with the requirements of section 415 of the
Code in effect on that date and provisions of the Plan that were both adopted
and in effect before April 5, 2007.


 

















 


The
limitations stated herein for a Participant who has separated from service with
a non-forfeitable right to an accrued benefit shall be adjusted annually as
provided in section 415(d) of the Code pursuant to the regulations
prescribed by the Secretary of the Treasury.


 


(i)                                     The following definitions apply for
purposes of this Section 4.09:


 


(i)                                     “Affiliate” means with respect to any
Employer (A) any corporation that is a member of the same controlled group
of corporations (within the meaning of section 414(b) of the Code) as such
company; (B) any member of an affiliated service group, as determined
under section 414(m) of the Code, of which such company is a member; (C) any
trade or business that is under common control with such company, as determined
under section 414(c) of the Code and (D) any other entity which is
required to be aggregated with the Employer under section 414(o) of the
Code, but with “more than 50%” substituted for the phrase “at least 80%” in
section 1563(a)(1) of the Code, when applying sections 414(b) and 414(c) of
the Code and in the regulations under section 414(c) (except for purposes
of determining whether two or more organizations are a brother-sister group
under common control under the rules of Treas. Reg. section
1.414(c)-2(c)).


 


(ii)                                  “Annual Benefit” means a retirement
benefit which is payable annually in the form of a straight life annuity with
no ancillary benefits and determined without regard to any rollover
contributions or contributions made by a Participant.  If the benefit under the Plan is payable in
any other form (other than a qualified joint and survivor annuity), the annual
benefit shall be adjusted to the equivalent of a straight life annuity as set
forth herein.  The annual limitation
applicable to rollover contributions, contributions made by a Participant and
any transferred contributions shall be determined in accordance with Treas.
Reg. section 1.415(b)-1(b)(2).


 


(ii)                                  “Applicable Interest Rate” means the
interest rate described in subsection (b) of the second paragraph of Section 2.1(d) under
the definition of “Actuarial Equivalent(ce) or Actuarially Equivalent.”


 


(iii)                               “Applicable Mortality Table” means the mortality
table described in Section 2.1(e) under the definition of “Actuarial
Equivalent(ce) or Actuarially Equivalent.”


 


(iv)                              “Compensation” means compensation as
defined in Treas. Reg. section 1.415(c)-2(b) and including those items
specified in Treas. Reg. sections 1.415(c)-2(e)(2), 1.415(c)-2(e)(3)(iii),
1.415(c)-2(e)(4) and 1.415(c)-2(g)(5) and (g)(6).  Compensation shall not reflect compensation
for a year that is in excess of the limitation under section 401(a)(17) of the
Code that applies to that year.


 


(v)                                 “Limitation Year” means the Plan Year.


 


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IN
WITNESS WHEREOF, and as evidence of the adoption of this amendment
set forth herein, the Committee has caused this instrument to be executed this 11th
day of August, 2009.


 


 


	
   

  	
  /s/
  ADMINISTRATIVE COMMITTEE FOR THE

  
	
   

  	
  PEP
  BOYS - MANNY, MOE & JACK

  
	
   

  	
  PENSION
  PLAN