AutoZone 2010 Annual Report Download - page 66

(b) The sale, transfer, exchange or other disposition of all or substantially all of the assets of the
Company in complete liquidation or dissolution of the Company, in a transaction not covered by the
exceptions to clause (a), above; or
(c) Any reverse merger in which the Company is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred or issued to a person or persons different from those who held such
securities immediately prior to such merger.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any
Award which provides for the deferral of compensation that is subject to Section 409A of the Code, to the
extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or
event described in subsection (a), (b) or (c) with respect to such Award shall only constitute a Change in
Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in
control event,” as defined in Treasury Regulation § 1.409A-3(i)(5).
Consistent with the terms of this Section 2.8, the Administrator shall have full and final authority to
determine conclusively whether a Change in Control of the Company has occurred pursuant to the above
definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.
2.9 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with
the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant
of any Award.
2.10 “Committee” shall mean the Compensation Committee of the Board, or another committee or
subcommittee of the Board described in Article 12 hereof.
2.11 “Common Stock” shall mean the common stock of the Company, par value $0.01 per share.
2.12 “Company” shall mean AutoZone, Inc., a Nevada corporation.
2.13 “Covered Employee” shall mean any Employee who is, or could become, a “covered employee”
within the meaning of Section 162(m) of the Code.
2.14 “Deferred Stock” shall mean a right to receive Shares awarded under Section 9.3 hereof.
2.15 “Director” shall mean a member of the Board, as constituted from time to time.
2.16 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of
dividends paid on Shares, awarded under Section 9.1 hereof.
2.17 “DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.
2.18 “Effective Date” shall mean the date the Plan is approved by the Board, subject to approval of the
Plan by the Company’s stockholders.
2.19 “Eligible Individual” shall mean any person who is an Employee or a Non-Employee Director, as
determined by the Administrator.
2.20 “Employee” shall mean any officer or other employee (as determined in accordance with
Section 3401(c) of the Code) of the Company or of any Affiliate.
2.21 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its
stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large,
nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of
the Company) or the share price of Common Stock (or other securities) and causes a change in the per share
value of the Common Stock underlying outstanding Awards.
2.22 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
A-2
Proxy