AutoZone 2010 Annual Report Download - page 67

2.23 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:
(a) If the Common Stock is (i) listed on any established securities exchange (such as the New York
Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any
national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market
Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system
for such date or, if there is no closing sales price for a share of Common Stock on the date in question,
the closing sales price for a share of Common Stock on the last preceding date for which such quotation
exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(b) If the Common Stock is not listed on an established securities exchange, national market system
or automated quotation system, but the Common Stock is regularly quoted by a recognized securities
dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if
there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and
low asked prices for a share of Common Stock on the last preceding date for which such information
exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(c) If the Common Stock is neither listed on an established securities exchange, national market
system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair
Market Value shall be established by the Administrator in good faith.
2.24 “Full Value Award” shall mean any Award other than (i) an Option, (ii) a Stock Appreciation Right
or (iii) any other Award for which a Participant pays the intrinsic value existing as of the date of grant
(whether directly or by forgoing a right to receive a payment from the Company or any Affiliate).
2.25 “Greater Than 10% Stockholder” shall mean an individual then-owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the
Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of
the Code, respectively).
2.26 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock
option and conforms to the applicable provisions of Section 422 of the Code.
2.27 “Individual Award Limit” shall mean the share limit applicable to Awards granted under the Plan,
as set forth in Section 3.3 hereof.
2.28 “Non-Employee Director” shall mean a Director of the Company who is not an Employee.
2.29 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which
is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of
the Code.
2.30 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6
hereof. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided,
however, that Options granted to Non-Employee Directors shall only be Non-Qualified Stock Options.
2.31 “Other Incentive Award” shall mean an Award denominated in, linked to or derived from Shares or
value metrics related to Shares, granted pursuant to Section 9.6 hereof.
2.32 “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an
unbroken chain of entities ending with the Company if each of the entities other than the Company
beneficially owns, at the time of the determination, securities or interests representing more than fifty percent
(50%) of the total combined voting power of all classes of securities or interests in one of the other entities in
such chain.
2.33 “Participant” shall mean a person who has been granted an Award.
2.34 “Performance-Based Compensation” shall mean any compensation that is intended to qualify as
“performance-based compensation” as described in Section 162(m)(4)(C) of the Code.
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