The Board of Directors (the “Board”) of The Pep Boys – Manny, Moe & Jack (the “Company”) has adopted this Charter for its Human Resources Committee (the “Committee”) effective as of January 30, 2005.

 

1  Composition

The Committee shall be comprised of at least three (3) directors designated by the Board of Directors, all of whom, in the judgment of the Board of Directors, shall comply with the independence requirements of the New York Stock Exchange, Inc. One member shall be appointed Committee Chairman by the Board of Directors. The Committee and its Chairman immediately prior to the adoption of this Charter shall continue to serve in those capacities until the Board of Directors determines otherwise.

 

2  Authority

The Committee is authorized to carry out the responsibilities set forth in this Charter and any other assignments requested by the Board of Directors. The Committee shall have full access to the Company’s books, records, facilities and personnel (including, without limitation, direct access to the Company’s internal auditor) to carry out its responsibilities and is authorized to retain and pay, with Company funds, persons or entities having special competence, such as compensation consultants, to assist the Committee in fulfilling its responsibilities. In addition, the Committee shall have access to the Company’s outside counsel for advice and information.

 

3  Purpose

The Committee shall assist the Board of Directors in fulfilling its fiduciary responsibilities with respect to the compensation of the Chief Executive Officer and the other elected officers of the Company. In addition, the Committee shall produce an annual report on executive compensation for inclusion in the Company's proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange and any other applicable rules and regulations. The Committee will represent the Board of Directors and assist in human resource issues that directly impact the business, including succession planning for, and the hiring of, officers, the development of key associates and employee relations concerns, such as, diversity and turnover.

 

4  Meetings

4.1 Number. The Committee is to meet at least two times per year, and as many other times as the Board of Directors, the Committee or the Committee Chairman deems necessary. The Committee may meet or otherwise take action in the same manner or manners as may the Board of Directors.

 

4.2 Attendance. The Committee or the Chairman of the Committee may request that member(s) of management and representatives of the independent auditors be present at meetings of the Committee as well as outside experts or counsel, if appropriate.

 

4.3 Minutes. Minutes. Minutes of each Committee Meeting are to be prepared and sent to Committee members.

 

5  Specific Duties

The Human Resources Committee is responsible for establishing annual and long-term performance goals and objectives for our elected officers. This responsibility includes:

 

5.1 Making recommendations to the Board regarding performance goals and objectives for the CEO and the other elected officers, included under the Annual Incentive Bonus Plan.

 

5.2 Evaluating the performance of the CEO and other elected officers in light of the approved performance goals and objectives.

 

5.3 Making recommendations to the Board (or the independent directors of the Board with respect to the CEO) regarding the compensation of the CEO and other elected officers based upon the evaluation of the performance of the CEO and the other elected officers, respectively.

 

5.4 Making recommendations to the Board of Directors with respect to changes to existing, or adopting, new cash-based incentive compensation plans and equity-based compensation plans.

 

5.5 Making recommendations to the Board of Directors regarding the granting of awards under the Company’s Stock Incentive Plans.

 

5.6 Making recommendations to Board of Directors for contingency plans to replace key officers in the case of an emergency.

 

5.7 Assisting in the development of a succession plan for key executives, which would include development and recruiting plans as appropriate.

 

5.8 Informing the Board of Directors on all broad human resources concerns.

 

5.9 Preparing an annual performance self-evaluation of the Committee.

 

    The Board of Directors (the “Board”) of The Pep Boys – Manny, Moe & Jack (the “Company”) has adopted this Charter for its Compensation Committee (the “Committee”) effective as of December 9, 2003.