AutoZone 2010 Annual Report Download - page 75

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary
or advisable to effect compliance with all applicable provisions of the Securities Act, the Exchange Act,
any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or
automated quotation system on which the Shares are listed, quoted or traded or any other applicable law.
The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on share certificates and issuing
stop-transfer notices to agents and registrars;
(c) In the event that the Option shall be exercised pursuant to Section 11.3 hereof by any person or
persons other than the Participant, appropriate proof of the right of such person or persons to exercise the
Option, as determined in the sole discretion of the Administrator; and
(d) Full payment of the exercise price and applicable withholding taxes to the stock administrator of
the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a
manner permitted by Sections 11.1 and 11.2 hereof.
7.3 Notification Regarding Disposition. The Participant shall give the Company prompt written or
electronic notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock
Option which occurs within (a) two years from the date of granting (including the date the Option is modified,
extended or renewed for purposes of Section 424(h) of the Code) such Option to such Participant, or (b) one
year after the transfer of such shares to such Participant.
ARTICLE 8.
RESTRICTED STOCK
8.1 Award of Restricted Stock.
(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine
the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms
and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of
such Restricted Stock as it deems appropriate.
(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted
Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par
value of the Shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal
consideration shall be required for each issuance of Restricted Stock to the extent required by applicable law.
8.2 Rights as Stockholders. Subject to Section 8.4 hereof, upon issuance of Restricted Stock, the
Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with
respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award
Agreement, including the right to receive dividends and other distributions paid or made with respect to the
shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with
respect to the Shares shall be subject to the restrictions set forth in Section 8.3 hereof.
8.3 Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof
with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of
recapitalization) shall, in the terms of an applicable Program or in the applicable Award Agreement, be subject
to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include,
without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse
separately or in combination at such times and pursuant to such circumstances or based on such criteria as
selected by the Administrator, including, without limitation, criteria based on the Participant’s duration of
employment or directorship with the Company, the Performance Criteria, Company or Affiliate performance,
individual performance or other criteria selected by the Administrator. Restricted Stock may not be sold or
encumbered until all restrictions are terminated or expire.
A-11
Proxy