AutoZone 2010 Annual Report Download - page 78

Download and view the complete annual report

Please find page 78 of the 2010 AutoZone annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 172

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172

ARTICLE 10.
STOCK APPRECIATION RIGHTS
10.1 Grant of Stock Appreciation Rights.
(a) The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time
to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.
(b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock
Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right
(to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined
by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation
Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of
Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations
the Administrator may impose. Except as described in Section 10.1(c) hereof, the exercise price per Share
subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of
the Fair Market Value on the date the Stock Appreciation Right is granted.
(c) Notwithstanding the foregoing provisions of Section 10.1(b) hereof to the contrary, in the case of a
Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock
Appreciation Right may be less than the Fair Market Value per share on the date of grant; provided, however,
that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the
Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the
excess of: (x) the aggregate Fair Market Value (as of the time immediately preceding the transaction giving
rise to the Substitute Award) of the shares of the predecessor entity that were subject to the grant assumed or
substituted for by the Company, over (y) the aggregate exercise price of such shares.
10.2 Stock Appreciation Right Vesting.
(a) The Administrator shall determine the period during which a Participant shall vest in a Stock
Appreciation Right and have the right to exercise such Stock Appreciation Right in whole or in part. Such
vesting may be based on service with the Company or any Affiliate, or any other criteria selected by the
Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole
discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Stock
Appreciation Right vests.
(b) No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall
thereafter become exercisable, except as may be otherwise provided by the Administrator either in an
applicable Program or Award Agreement or by action of the Administrator following the grant of the Stock
Appreciation Right.
10.3 Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed
exercised upon delivery of all of the following to the stock administrator of the Company, or such other person
or entity designated by the Administrator, or his, her or its office, as applicable:
(a) A written or electronic notice complying with the applicable rules established by the Administra-
tor stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed
by the Participant or other person then-entitled to exercise the Stock Appreciation Right or such portion
of the Stock Appreciation Right;
(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 and any other
federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also
take whatever additional actions it deems appropriate to effect such compliance; and
(c) In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 10.3 by
any person or persons other than the Participant, appropriate proof of the right of such person or persons
to exercise the Stock Appreciation Right.
A-14
Proxy