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