AutoZone 2010 Annual Report Download - page 70

elected, death or retirement, but excluding terminations where the Participant simultaneously commences or
remains in employment or service with the Company or any Affiliate.
(b) As to an Employee, the time when the employee-employer relationship between a Participant and the
Company and its Affiliates is terminated for any reason, including, without limitation, a termination by
resignation, discharge, death, disability or retirement; but excluding terminations where the Participant
simultaneously commences or remains in employment or service with the Company or any Affiliate.
The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to
Terminations of Service, including, without limitation, the question of whether a Termination of Service has
occurred, whether any Termination of Service resulted from a discharge for Cause and all questions of whether
particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to
Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award
Agreement or otherwise, a leave of absence or change in the employee-employer relationship shall constitute a
Termination of Service only if, and to the extent that, such leave of absence or change in status interrupts
employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s
employee-employer relationship shall be deemed to be terminated in the event that the Affiliate employing or
contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other
corporate transaction or event (including, without limitation, a spin-off).
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1 Number of Shares.
(a) Subject to Sections 3.1(b), 3.1(c), 3.1(d), 13.1 and 13.2 hereof, the aggregate number of Shares which
may be issued or transferred pursuant to Awards under the Plan shall be equal to (i) the number of shares
available for issuance under the 2006 Stock Option Plan, the First Amended and Restated 2003 Director
Compensation Plan and the First Amended and Restated 2003 Director Stock Option Plan as of the
Stockholder Approval Date and (ii) any shares underlying awards outstanding under those plans as of the
Stockholder Approval Date and which on or after such date terminate, expire or lapse for any reason without
the delivery of Shares to the holder thereof (the “Share Limit”). The number of shares issuable under the
forgoing subclause (i) may be issued as Incentive Stock Options. Notwithstanding the foregoing, to the extent
permitted under applicable law and applicable stock exchange rules, Awards that provide for the delivery of
Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards
provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under
the Share Limit at the time that Shares would otherwise be issued in respect of such Award. As of the
Stockholder Approval Date, no further awards may be granted under the Prior Plans, however, any awards
under the Prior Plans that are outstanding as of the Stockholder Approval Date shall continue to be subject to
the terms and conditions of the applicable Prior Plan.
(b) The Share Limit shall be reduced by two (2) Shares for each Share delivered in settlement of any
Full Value Award.
(c) If any Shares subject to an Award that is not a Full Value Award are forfeited or expire or such
Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such
forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan. To the
extent that a Full Value Award is forfeited or expires or such Full Value Award is settled for cash (in whole or
in part), the Shares available under the Plan shall be increased by two (2) Shares subject to such Full Value
Award that is forfeited, expired or settled in cash. Notwithstanding anything to the contrary contained herein,
the following Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and will not be
available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in
payment of the exercise price of an Option; (ii) Shares tendered by a Participant or withheld by the Company
to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation
Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise
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