UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  09/25/2014
 
THE PEP BOYS - MANNY MOE & JACK
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-03381
 
PA
  
23-0962915
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
3111 West Allegheny Avenue, Philadelphia, PA 19132
(Address of principal executive offices, including zip code)
 
215-430-9000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On September 25, 2014, Michael R. Odell, President & Chief Executive Officer of The Pep Boys - Manny, Moe & Jack (the "Company") and a member of the Company's Board of Directors (the "Board"), resigned from his positions with the Company, effective immediately.

The Company accepted Mr. Odell's resignation as a termination without cause under his Non-Competition Agreement. Pursuant to the terms of that agreement, in exchange for a severance payment equal to one year's base salary, Mr. Odell has executed a release of any and all claims against the Company and has agreed to hold all Company information confidential and will not solicit the Company's employees for a period of one year. In addition, in exchange for his agreement not to compete with Company for six months, Mr. Odell was given until March 25, 2015 to exercise certain of his vested stock options and provided with medical benefits and outplacement services for the next twelve months.

Also on September 25, 2014, the Board appointed John T. Sweetwood, a member of the Board, to serve in an interim basis as the Chief Executive Officer of the Company.   During his service as Chief Executive Officer, Mr. Sweetwood will cease to serve as a member of the Audit and Nominating & Governance Committees, but will continue as a member of the Board.

In connection with his appointment as interim Chief Executive Officer, Mr. Sweetwood entered into a letter agreement with the Company, which provides for payment to Mr. Sweetwood of a base salary at the rate of $70,000 per month and for reimbursement of Mr. Sweetwood's reasonable, out-of-pocket costs for temporary housing in Philadelphia, use of an automobile and periodic air travel to and from his home in Atlanta, subject to a monthly limit established by the Board. Mr. Sweetwood will not be eligible for director fees or director equity awards during his service as interim Chief Executive Officer.

In connection with the foregoing actions, the Board approved the award of retention incentives to each of the Company's senior executives, including the named executive officers, David R. Stern, Christopher J. Adams, Thomas J. Carey and James F. Flanagan, identified in the Company's 2014 Proxy Statement. In each case, the senior executives will be granted restricted stock units with a value equal to 50% of the executive's base salary on the date of grant and generally vesting subject to the executive's continued employment with the Company through December 31, 2015.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) The following exhibit is filed with this report:

Exhibit No. 10.1   Letter Agreement dated September 25, 2014, between John T. Sweetwood and the Company.

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
THE PEP BOYS - MANNY MOE & JACK
 
 
Date: September 26, 2014
     
By:
 
/s/    Brian D. Zuckerman
               
Brian D. Zuckerman
               
SVP - General Counsel & Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Letter Agreement dated September 25, 2014, between John T. Sweetwood and the Company.
THE PEP BOYS - MANNY, MOE & JACK

THE PEP BOYS - MANNY, MOE & JACK

September 25, 2014

Mr. John T. Sweetwood
c/o The Pep Boys - Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132

Re: Interim CEO Appointment

Dear John:

On behalf of the Board of Directors (the "Board") of The Pep Boys - Manny, Moe & Jack (the "Company"), I am pleased to confirm your appointment as the Chief Executive Officer of the Company, effective from September 25, 2014, serving on an interim basis until a successor is appointed or such time as the Board may determine. As you will not be considered an independent member of the Board during your service as interim Chief Executive Officer, the Company accepts your resignation from the Audit Committee and the Nominating & Governance Committee of the Board. Following, the conclusion of your service as interim Chief Execuitive Officer, subject to the independence rules of the SEC and NYSE, you will be reconsidered for committee position.

During the term of your service as Chief Executive Officer, you shall receive a base salary at the rate of $70,000 per month, payable in regular installments in accordance with the Company's payroll practices in effect from time to time. As an employee of the Company, you shall be eligible to participate in the Company's employee benefit plans subject to and in accordance with the terms and conditions of the plans. You will not be entitled to director fees or director equity awards, however, during your service as a management member of the Board.

During your term of service as Chief Executive Officer, you shall also be entitled to reimbursement of your reasonable, out-of-pocket costs for temporary housing in Philadelphia, use of an automobile and periodic air travel to and from your home in Atlanta, subject to a monthly limit established by the Board. Any additional compensation or benefits, including any cash or equity incentive compensation, with respect to your service as interim Chief Executive Officer, shall be determined by the Board or the Compensation Committee of the Board, as applicable, in their sole discretion.

 

 

If you are in agreement with the foregoing, please sign and date this letter in the space provided below.

Sincerely,

/s/ Robert H. Hotz
Chairman of the Board

ACCEPTED AND AGREED:

/s/ John T. Sweetwood

Date: September 25, 2014