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Nominating & Governance Committee Charter


The Board of Directors (the "Board") of The Pep Boys - Manny, Moe & Jack (the "Company") has adopted this Charter for its Nominating and Governance Committee (the "Committee") effective as of September 23, 2009.

  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. While not a voting member of the Committee, the Chairman of the Board of Directors shall have a standing invitation to attend all Committee meetings.

  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 search firms, 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 (a) the composition of the Board of Directors and its committees and (b) corporate governance matters. The Committee is to serve as a focal point for communication among the Board of Directors, management and the Company's Corporate Accountability Committee.

  4. Meetings

    • A. 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.
    • B. Attendance. The Committee or the Chairman of the Committee may request that member(s) of management be present at meetings of the Committee as well as outside experts or counsel, if appropriate.
    • C. Minutes. Minutes of each Committee Meeting are to be prepared and sent to Committee members.
  5. Specific Duties

    The Committee is to perform the following duties:

    • A. Committee Administration. The Committee shall annually review and make any necessary changes to this Charter.
    • B. Board Constitution.
    • 1. In consideration of the Company's requirements, including as expressed by the Company's Chief Executive Officer, the Committee shall establish the criteria for individual Board membership and overall Board constitution, which criteria should, at a minimum, include judgment, diversity and professional background and experience.
    • 2. The Committee shall consider, recruit and recommend (to the full Board) candidates to fill new positions on the Board. Such duties to include conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidate.
    • 3. The Committee shall consider candidates for the Board recommended by shareholders.
    • 4. The Committee shall consider and recommend (to the full Board) appointments to the various Board committees.
    • C. Self-Assessments
    • 1. The Committee shall orchestrate an annual self-assessment process for (a) individual Director performance, (b) Board performance, as a whole, and (c) Board Committee performance.
    • 2. In accordance with item 1 of this subsection C, the Committee shall conduct an annual self-assessment.
    • D. Corporate Governance.
    • 1. The Committee shall consider matters of corporate governance relevant to the Company, including current trends.
    • 2. The Committee shall considerg issues concerning potential conflicts of interest of Directors and senior management.

The Board of Directors (the "Board") of The Pep Boys - Manny, Moe & Jack (the "Company") has adopted this Charter for its Nominating and Governance Committee (the "Committee") effective as of September 23, 2009.