AutoZone 2010 Annual Report Download - page 72

except to the extent expressly provided otherwise in a written agreement between the Participant and the
Company or any Affiliate.
4.5 Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply
with the laws in other countries in which the Company and its Affiliates operate or have Employees or
Non-Employee Directors, or in order to comply with the requirements of any foreign securities exchange, the
Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall
be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to
participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals
outside the United States to comply with applicable foreign laws or listing requirements of any such foreign
securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to
the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be
attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall
increase the Share Limit or Individual Award Limit contained in Sections 3.1 and 3.3 hereof, respectively; and
(e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply
with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such
foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions
hereunder, and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act,
the rules of the securities exchange or automated quotation system on which the Shares are listed, quoted or
traded or any other applicable law.
4.6 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion
of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted
pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.
ARTICLE 5.
PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS
PERFORMANCE-BASED COMPENSATION
5.1 Purpose. The Committee, in its sole discretion, may determine whether any Award is intended to
qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant an
Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the
provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator
may in its sole discretion grant Awards to Eligible Individuals that are based on Performance Criteria or
Performance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to
qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of
grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation
payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.
5.2 Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period
shall not require the grant of an Award to such Eligible Individual in any subsequent Performance Period and
the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other
Eligible Individual in such period or in any other period.
5.3 Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as
Performance-Based Compensation, no later than ninety (90) days following the commencement of any
Performance Period or any designated fiscal period or period of service (or such earlier time as may be
required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more
Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the
Performance Goals and amounts of such Awards, as applicable, which may be earned for such Performance
Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and
the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered
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