AutoZone 2010 Annual Report Download - page 79

10.4 Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the
Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years and
one (1) day from the date the Stock Appreciation Right is granted. The Administrator shall determine the time
period, including the time period following a Termination of Service, during which the Participant has the
right to exercise any vested Stock Appreciation Rights, which time period may not extend beyond the
expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A
of the Code, the Administrator may extend the term of any outstanding Stock Appreciation Right, and may
extend the time period during which vested Stock Appreciation Rights may be exercised in connection with
any Termination of Service of the Participant, and, subject to Section 13.1 hereof, may amend any other term
or condition of such Stock Appreciation Right relating to such a Termination of Service.
ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
11.1 Payment. The Administrator shall determine the methods by which payments by any Participant
with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or
check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable
pursuant to the exercise of the Award) held for such period of time as may be required by the Administrator in
order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of
delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the
Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise or
vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the aggregate payments required; provided, however, that payment
of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal
consideration acceptable to the Administrator. The Administrator shall also determine the methods by which
Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the
Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company within the
meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards
granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the
Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
11.2 Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct
or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy
federal, state, local and foreign taxes (including the Participant’s social security, Medicare and any other
employment tax obligation) required by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of
the foregoing requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares
otherwise issuable under an Award (or allow the surrender of Shares). Unless determined otherwise by the
Administrator, the number of Shares which may be so withheld or surrendered shall be limited to the number
of shares which have a Fair Market Value on the date of withholding or repurchase no greater than the
aggregate amount of such liabilities based on the minimum statutory withholding rates or federal, state, local
and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The
Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the
Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock
Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right
exercise price or any tax withholding obligation.
11.3 Transferability of Awards.
(a) Except as otherwise provided in Section 11.3(b) or (c) hereof:
(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than
by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to
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