AutoZone 2010 Annual Report Download - page 81

covered by an effective registration statement or applicable exemption from registration. In addition to the
terms and conditions provided herein, the Administrator may require that a Participant make such reasonable
covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements.
(b) All Share certificates delivered pursuant to the Plan and all shares issued pursuant to book entry
procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary
or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the
rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or
traded. The Administrator may place legends on any Share certificate or book entry to reference restrictions
applicable to the Shares.
(c) The Administrator shall have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period
limitation, as may be imposed in the sole discretion of the Administrator.
(d) No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion,
whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding down.
(e) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or
required by any applicable law, rule or regulation, the Company and/or its Affiliates may, in lieu of delivering
to any Participant certificates evidencing Shares issued in connection with any Award, record the issuance of
Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
11.5 Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions
applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards
made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that:
(a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon
any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must
be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether
or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a
specified time period following receipt or exercise of the Award, or (ii) the Participant at any time, or during a
specified time period, engages in any activity in competition with the Company, or which is inimical, contrary
or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Participant
incurs a Termination of Service for Cause.
11.6 Repricing. Subject to Section 13.2 hereof, the Administrator shall not, without the approval of the
stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation
Right to reduce its price per share, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash
or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value
of the underlying Shares. Subject to Section 13.2 hereof, the Administrator shall have the authority, without
the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per
share or to cancel and replace an Award with the grant of an Award having a price per share that is greater
than or equal to the price per share of the original Award.
ARTICLE 12.
ADMINISTRATION
12.1 Administrator. The Committee (or another committee or a subcommittee of the Board assuming
the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted
herein) and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee
Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as
a “non-employee director” as defined by Rule 16b-3 of the Exchange Act, an “outside director” for purposes
of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or
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