AutoZone 2010 Annual Report Download - page 77

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determined by the Administrator, subject to compliance with Section 409A of the Code or an exemption
therefrom. Shares underlying a Deferred Stock Award which is subject to a vesting schedule or other
conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied.
Unless otherwise provided by the Administrator, a holder of Deferred Stock shall have no rights as a Company
stockholder with respect to such Deferred Stock until such time as the Award has vested and the Shares
underlying the Award have been issued to the Participant.
9.4 Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any
Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the
Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall
become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate,
including conditions based on one or more Performance Criteria or other specific criteria, including service to
the Company or any Affiliate, in each case on a specified date or dates or over any period or periods, as
determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the
conditions and dates upon which the Shares underlying the Restricted Stock Units which shall be issued,
which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become
nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code
or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one
unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and
nonforfeitable Restricted Stock Unit.
9.5 Performance Share Awards. Any Eligible Individual selected by the Administrator may be granted
one or more Performance Share Awards which shall be denominated in a number of Shares and the vesting of
which may be linked to any one or more of the Performance Criteria, other specific performance criteria (in
each case on a specified date or dates or over any period or periods determined by the Administrator) and/or
time-vesting or other criteria, as determined by the Administrator.
9.6 Other Incentive Awards. The Administrator is authorized to grant Other Incentive Awards to any
Eligible Individual, which Awards may cover Shares or the right to purchase Shares or have a value derived
from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in
or based on, Shares, shareholder value or shareholder return, in each case on a specified date or dates or over
any period or periods determined by the Administrator. Other Incentive Awards may be linked to any one or
more of the Performance Criteria or other specific performance criteria determined appropriate by the
Administrator.
9.7 Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administra-
tor may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any
Award may be settled in cash, Shares or a combination thereof.
9.8 Other Terms and Conditions. All applicable terms and conditions of each Award described in this
Article 9, including without limitation, as applicable, the term, vesting and exercise/purchase price applicable
to the Award, shall be set by the Administrator in its sole discretion, provided, however, that the value of the
consideration paid by a Participant for an Award shall not be less than the par value of a Share, unless
otherwise permitted by applicable law.
9.9 Exercise upon Termination of Service. Awards described in this Article 9 are exercisable or
distributable, as applicable, only while the Participant is an Employee or a Director, as applicable. The
Administrator, however, in its sole discretion, may provide that such Award may be exercised or distributed
subsequent to a Termination of Service as provided under an applicable Program, Award Agreement, payment
deferral election and/or in certain events, including a Change in Control, the Participant’s death, retirement or
disability or any other specified Termination of Service.
A-13
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