and George Babich, Jr. dated July 23, 2004.



EMPLOYMENT AGREEMENT



This EMPLOYMENT AGREEMENT is made by and between THE PEP BOYS-MANNY, MOE &

JACK, a Pennsylvania corporation (the "Corporation"), and George Babich Jr.

(the "Executive"), on this 23rd day of July 2004 (the "Effective Date").



W I T N E S S E T H :



WHEREAS, the Executive is currently employed by the Corporation pursuant to an

Employment Agreement, dated February 28, 2003 (the "Former Agreement");



WHEREAS, the Corporation desires to continue to retain the services of the

Executive by entering into this Employment Agreement on the terms and

conditions as set forth herein (the "Agreement"), which Agreement shall

supercede the Former Agreement; and



WHEREAS, this Agreement shall be in addition to and shall not supercede the

Agreement between the Corporation and the Executive, dated as of

March 28, 2000 (the "Change of Control Agreement"), which Change of Control

Agreement shall continue in effect under the terms and conditions set forth

therein;



NOW, THEREFORE, in consideration of the representations, warranties and mutual

covenants set forth herein, the Corporation and the Executive agree as follows:



        1. Position and Duties.

                (a) The Executive shall serve as a President of the Corporation

                    and shall perform such duties and services incident to such

                    position and such other reasonably related duties as may be

                    assigned to him from time to time.  From the Effective Date

                    through July 31, 2004, the Executive shall also continue to

                    serve as the Chief Financial Officer of the Corporation and

                    shall continue to perform such duties and services incident

                    to such position, including, but not limited to, compliance

                    with the rules and regulations of the Securities and

                    Exchange Commission with respect to the Corporation's

                    financial statements for the quarterly period ending

                    July 31, 2004.  For a reasonable period following

                    July 31, 2004, the Executive shall assist in the transition

                    of the duties and services incident to the position of the

                    Corporation's chief financial officer to the Executive's

                    successor in such position.  Commencing August 1, 2004, the

                    Executive shall assume responsibility for the oversight of

                    the Corporation's Store Operations.  During the Executive's

                    employment with the Corporation, the Executive shall report

                    directly to the Chief Executive Officer ("CEO") of the

                    Corporation.  The majority of the Executive's services

                    shall be performed at the Corporation's main headquarters

                    in Philadelphia Pennsylvania or at an office or location no

                    more than twenty (20) miles from Philadelphia.



                (b) Excluding periods of vacation, sick leave and disability to

                    which the Executive is entitled, the Executive agrees to

                    devote his full time, attention and energy to the business

                    of the Corporation and to use his reasonable best efforts

                    to perform faithfully and efficiently such

                    responsibilities. The Executive shall not, without the

                    prior written consent of the Corporation, actively engage

                    in any other business or business activity during the

                    Employment Period (as defined below).  The Executive may,

                    however, (i) serve on corporate, civic or charitable boards

                    or committees, (ii) participate in appropriate professional

                    organizations, (iii) deliver lectures, fulfill speaking

                    engagements or teach at educational institutions and

                    (iv) manage personal investments, so long as such

                    activities do not significantly interfere with the

                    performance of the Executive's responsibilities hereunder.

                    It is expressly understood and agreed that to the extent

                    that any such activities have been conducted by the

                    Executive prior to the Effective Date, the continued

                    conduct of such activities (or the conduct of activities

                    similar in nature and scope thereto) subsequent to the

                    Effective Date shall not thereafter be deemed to interfere

                    with the performance of the Executive's responsibilities to

                    the Corporation.



<PAGE>



        2. Employment Period.  The term of this Agreement shall commence on the

           Effective Date and continue until terminated by either party in

           accordance with Section 4 hereof (the "Employment Period").



        3. Compensation.

                (a) Base Salary.  During the Employment Period, as

                    consideration for services rendered, the Corporation shall

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC