AutoZone 2010 Annual Report Download - page 69

2.38 “Performance Share Award” shall mean a contractual right awarded under Section 9.5 hereof to
receive a number of Shares or the cash value of such number of Shares based on the attainment of specified
Performance Goals or other criteria determined by the Administrator.
2.39 “Permitted Transferee” shall mean, with respect to a Participant, any “family member” of the
Participant, as defined under the instructions to use of the Form S-8 Registration Statement under the
Securities Act, or any other transferee specifically approved by the Administrator after taking into account any
state, federal, local or foreign tax and securities laws applicable to transferable Awards. In addition, the
Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options
to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law,
the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the
trust.
2.40 “Plan” shall mean this AutoZone, Inc. 2011 Equity Incentive Award Plan, as it may be amended
from time to time.
2.41 “Prior Plans” shall mean the AutoZone, Inc. Third Amended and Restated 1996 Stock Option Plan,
the AutoZone, Inc. 2006 Stock Option Plan, the AutoZone, Inc. First Amended and Restated 2003 Director
Stock Option Plan, the AutoZone, Inc. First Amended and Restated 2003 Director Compensation Plan, the
AutoZone, Inc. Second Amended and Restated 1998 Director Compensation Plan and the AutoZone, Inc.
Fourth Amended and Restated 1998 Director Stock Option Plan, each as may be amended from time to time.
2.42 “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing
the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to
which such type of Award may be granted under the Plan.
2.43 “Restricted Stock” shall mean Common Stock awarded under Article 8 hereof that is subject to
certain restrictions and may be subject to risk of forfeiture or repurchase.
2.44 “Restricted Stock Unit” shall mean a contractual right awarded under Section 9.4 hereof to receive
in the future a Share or the cash value of a Share.
2.45 “Securities Act” shall mean the Securities Act of 1933, as amended.
2.46 “Share Limit” shall have the meaning provided in Section 3.1(a) hereof.
2.47 “Shares” shall mean shares of Common Stock.
2.48 “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 10 hereof.
2.49 “Stock Payment” shall mean a payment in the form of Shares awarded under Section 9.2 hereof.
2.50 “Stockholder Approval Date” shall mean the date on which the Company’s stockholders approve
the Plan.
2.51 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an
unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the
unbroken chain 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.
2.52 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate
transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon
the assumption of, or in substitution for, an outstanding equity award previously granted by a company or
other entity; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an
award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
2.53 “Termination of Service” shall mean
(a) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases
to be a Director for any reason, including, without limitation, a termination by resignation, failure to be
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