AutoZone 2010 Annual Report Download - page 65

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EXHIBIT A
AUTOZONE, INC.
2011 EQUITY INCENTIVE AWARD PLAN
ARTICLE 1.
PURPOSE
The purpose of the AutoZone, Inc. 2011 Equity Incentive Award Plan (the “Plan”) is to promote the
success and enhance the value of AutoZone, Inc. (the “Company”) by linking the individual interests of the
members of the Board and Employees to those of the Company’s stockholders and by providing such
individuals with an incentive for outstanding performance to generate superior returns to the Company’s
stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of members of the Board and Employees upon whose judgment, interest, and
special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless
the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so
indicates.
2.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as
provided in Article 12 hereof. With reference to the duties of the Committee under the Plan which have been
delegated to one or more persons pursuant to Section 12.6 hereof, or which the Board has assumed, the term
“Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation
or the Board has terminated the assumption of such duties.
2.2 “Affiliate” shall mean any Parent or Subsidiary.
2.3 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the
United States, International Financial Reporting Standards or such other accounting principles or standards as
may apply to the Company’s financial statements under United States federal securities laws from time to
time.
2.4 “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Dividend
Equivalent award, a Deferred Stock award, a Stock Payment award, a Stock Appreciation Right, an Other
Incentive Award or a Performance Share Award, which may be awarded or granted under the Plan.
2.5 “Award Agreement” shall mean any written notice, agreement, contract or other instrument or
document evidencing an Award, including through electronic medium, which shall contain such terms and
conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.
2.6 “Board” shall mean the Board of Directors of the Company.
2.7 “Cause” shall mean the definition for “Cause” as may be defined from time to time in an applicable
Award Agreement.
2.8 “Change in Control” shall mean the occurrence of any of the following events:
(a) A merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is incorporated,
form a holding company or effect a similar reorganization as to form whereupon this Plan and all Awards
are assumed by the successor entity; or
A-1
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