AutoZone 2010 Annual Report Download - page 62

involuntary termination not for cause, disability, death or normal retirement. Bonus is shown at actual
bonus amount for the 2010 fiscal year; it would be prorated if the triggering event occurred other than on
the last day of the fiscal year. Disability Benefits are benefits under Company-paid individual long-term
disability insurance policy. Life Insurance Benefits are benefits under a Company-paid life insurance
policy.
(2) Severance Pay, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination Not
for Cause” column reflect payments to Mr. Giles, Mr. Shea and Mr. Roesel under the Severance and Non-
Compete Agreements described above. Bonus is shown at actual bonus amount for the 2010 fiscal year; it
would be prorated if the triggering event occurred other than on the last day of the fiscal year. Benefits
Continuation refers to medical, dental and vision benefits. Unvested stock options are those outstanding,
unvested stock options which will vest immediately upon the option holder’s death. Unvested stock awards
are share options under the Executive Stock Purchase Plan, which vest upon involuntary termination not
for cause, disability, death or normal retirement. Disability Benefits are benefits under Company-paid indi-
vidual long-term disability insurance policy. Life Insurance Benefits are benefits under a Company-paid
life insurance policy.
(3) Salary Continuation, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination
Not for Cause” column reflect payments to Mr. Goldsmith under the terms of his Employment Agreement
described above. Bonus is shown at actual bonus amount for the 2010 fiscal year; it would be prorated if
the triggering event occurred other than on the last day of the fiscal year. Upon disability, death or normal
retirement, a prorated bonus is paid in accordance with Company policy. Benefits Continuation refers to
medical, dental and vision benefits. Unvested stock options are those outstanding, unvested stock options
which will vest immediately upon the option holder’s death. Additionally, Mr. Goldsmith’s Employment
Agreement provides that in the event of his termination by AutoZone without cause, stock options that
would have vested during the “continuation period” (three years) vest immediately upon his termination
date. Unvested stock awards are share options under the Executive Stock Purchase Plan, which vest upon
involuntary termination not for cause, disability, death or normal retirement. Disability Benefits are bene-
fits under Company-paid individual long-term disability insurance policy. Life Insurance Benefits are bene-
fits under a Company-paid life insurance policy.
Related Party Transactions
Our Board has adopted a Related Person Transaction Policy (the “Policy”) which requires the Audit
Committee of the Board to review and approve or ratify all Related Person Transactions. The Audit Committee
is to consider all of the available relevant facts and circumstances of each transaction, including but not
limited to the benefits to the Company; the impact on a director’s independence in the event the Related
Person is a director, an immediate family member of a director or an entity in which a director is a partner,
shareholder or executive officer; the availability of other sources for comparable products or services; the
terms of the transaction; and the terms available to unrelated third parties generally. Related Person
Transactions must also comply with the policies and procedures specified in our Code of Ethics and Business
Conduct and Corporate Governance Principles, as described below.
The Policy also requires disclosure of all Related Person Transactions that are required to be disclosed in
AutoZone’s filings with the Securities and Exchange Commission, in accordance with all applicable legal and
regulatory requirements.
A “Related Person Transaction” is defined in the Policy as a transaction, arrangement or relationship (or
any series of similar transactions, arrangements or relationships) that occurred since the beginning of the
Company’s most recent fiscal year in which the Company (including any of its subsidiaries) was, is or will be
a participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will
have a direct or indirect material interest. “Related Persons” include a director or executive officer of the
Company, a nominee to become a director of the Company, any person known to be the beneficial owner of
more than 5% of any class of the Company’s voting securities, any immediate family member of any of the
foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed
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