AutoZone 2010 Annual Report Download - page 80

a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been
issued, and all restrictions applicable to such shares have lapsed;
(ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of
the Participant or his successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposi-
tion be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy) unless and until such Award has been
exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such
Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these
conditions shall be null and void and of no effect, except to the extent that such disposition is permitted
by clause (i) of this provision; and
(iii) During the lifetime of the Participant, only the Participant may exercise an Award (or any
portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after
the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by
his personal representative or by any person empowered to do so under the deceased Participant’s will or
under the then applicable laws of descent and distribution.
(b) Notwithstanding Section 11.3(a) hereof, the Administrator, in its sole discretion, may determine to
permit a Participant or a Permitted Transferee of such Participant to transfer an Award other than an Incentive
Stock Option to any one or more Permitted Transferees of such Participant, subject to the following terms and
conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the
Permitted Transferee (other to another Permitted Transferee of the applicable Participant) other than by will or
the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be
subject to all the terms and conditions of the Award as applicable to the original Participant (other than the
ability to further transfer the Award); and (iii) the Participant (or transferring Permitted Transferee) and the
Permitted Transferee shall execute any and all documents requested by the Administrator, including without
limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any
requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and
(C) evidence the transfer.
(c) Notwithstanding Section 11.3(a) hereof, a Participant may, in the manner determined by the
Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution
with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any
Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the
Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the
Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under
applicable law and resides in a “community property” state, a designation of a person other than the
Participant’s spouse or domestic partner, as applicable, as his or her beneficiary with respect to more than 50%
of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent
of the Participant’s spouse or domestic partner; provided that such consent is required by applicable state law.
If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled
thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a
beneficiary designation may be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Administrator prior to the Participant’s death.
11.4 Conditions to Issuance of Shares.
(a) Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be
required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the
exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the
issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and,
if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are
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