AutoZone 2010 Annual Report Download - page 24

Report for a discussion of our accounting for share-based awards and the assumptions used. The aggregate
number of outstanding Stock Units held by each director at the end of fiscal 2010 are shown in the follow-
ing footnote 4. See “Security Ownership of Management and Board of Directors” on page 26 for more
information about our directors’ stock ownership.
(4) The “Option Awards” column represents the aggregate grant date fair value computed in accordance with
FASB ASC Topic 718 for stock options awarded under the AutoZone, Inc. 2003 Director Stock Option
Plan during fiscal 2010. See Note B, Share-Based Payments, to our consolidated financial statements in
our 2010 Annual Report for a discussion of our accounting for share-based awards and the assumptions
used. As of August 28, 2010, each non-employee director had the following aggregate number of outstand-
ing Stock Units and stock options:
Director
Stock
Units
(#)
Stock
Options*
(#)
William C. Crowley .............................................. — 9,526
SueE.Gove.................................................... 280 14,215
Earl G. Graves, Jr. ............................................... 3,349 21,000
Robert R. Grusky ................................................ 194 7,526
J.R. Hyde, III ................................................... 7,444 30,000
W. Andrew McKenna ............................................. 4,247 30,000
George R. Mrkonic, Jr. ............................................ 1,345 15,857
Luis P. Nieto .................................................... 1,023 7,412
Theodore W. Ullyot .............................................. 1,348 8,078
* Includes vested and unvested stock options.
Narrative Accompanying Director Compensation Table
Current Compensation Structure
Directors may select at the beginning of each calendar year between two pay alternatives. The first
alternative includes an annual retainer fee of $40,000 and a stock option grant. The second alternative includes
an annual retainer of $40,000, a supplemental retainer fee of $35,000, and a smaller stock option grant. The
second alternative was added in 2008 to make the director compensation package more attractive to potential
director candidates (and existing directors) who, in a given year, might prefer a higher percentage of fixed
compensation. Directors electing either alternative receive a significant portion of their compensation in
AutoZone common stock, since at least one-half of the base retainer and, if applicable, one-half of the
supplemental retainer must be paid in AutoZone common stock or stock units.
Annual Retainer Fees. Non-employee directors must choose each year between the two compensation
alternatives described above. A director electing the first alternative will receive an annual base retainer fee of
$40,000 (the “Base Retainer”). A director electing the second alternative will receive, in addition to the Base
Retainer, an annual supplemental retainer fee in the amount of $35,000 (the “Supplemental Retainer”), for a
total retainer of $75,000, but will receive a smaller annual stock option award under the Director Stock Option
Plan as explained below under “Director Stock Option Plan.” There are no meeting fees.
The chair of the Audit Committee receives an additional fee of $10,000 annually, and the chairs of the
Compensation Committee and the Nominating and Corporate Governance Committee each receive an
additional fee of $5,000 per year.
2003 Director Compensation Plan. Under the AutoZone, Inc. First Amended and Restated 2003 Director
Compensation Plan (the “2003 Director Compensation Plan”), a non-employee director may receive no more
than one-half of the annual fees in cash — the remainder must be taken in AutoZone common stock. The
director may elect to receive up to 100% of the fees in stock or to defer all or part of the fees in units with
value equivalent to the value of shares of AutoZone Common Stock (“Stock Units”). Unless deferred, the
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