AutoZone 2010 Annual Report Download - page 76

8.4 Repurchase or Forfeiture of Restricted Stock. If no price was paid by the Participant for the
Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then
subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and
cancelled without consideration. If a price was paid by the Participant for the Restricted Stock, upon a
Termination of Service, the Company shall have the right to repurchase from the Participant the unvested
Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Participant
for such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable
Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including
without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified
Termination of Service or any other event, the Participant’s rights in unvested Restricted Stock shall not lapse,
such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company cease to have a
right of repurchase.
8.5 Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in
such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted
Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate
until such time as all applicable restrictions lapse.
8.6 Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be
taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of
the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the
Participant shall be required to deliver a copy of such election to the Company promptly after filing such
election with the Internal Revenue Service.
ARTICLE 9.
DIVIDEND EQUIVALENTS, STOCK PAYMENTS, DEFERRED STOCK, RESTRICTED
STOCK UNITS; PERFORMANCE SHARE AWARDS, OTHER INCENTIVE AWARDS
9.1 Dividend Equivalents.
(a) Subject to Section 9.1(b) hereof, Dividend Equivalents may be granted by the Administrator, either
alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as
of dividend payment dates during the period between the date the Dividend Equivalents are granted to a
Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator.
Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula
and at such time and subject to such limitations as may be determined by the Administrator. In addition,
Dividend Equivalents with respect to Shares covered by an Award shall only be paid out to the Participant at
the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied
and the Award vests with respect to such Shares.
(b) Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or
Stock Appreciation Rights, unless otherwise determined by the Administrator.
9.2 Stock Payments. The Administrator is authorized to make one or more Stock Payments to any
Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the
Administrator and may be based upon one or more Performance Criteria or any other specific criteria,
including service to the Company or any Affiliate, determined by the Administrator. Stock Payments may, but
are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable
to such Eligible Individual.
9.3 Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual.
The number of shares of Deferred Stock shall be determined by the Administrator and may be based on one
or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as
the Administrator determines, in each case on a specified date or dates or over any period or periods
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