AutoZone 2010 Annual Report Download - page 82

automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent
required under such provision; provided, however, that any action taken by the Committee shall be valid and
effective, whether or not members of the Committee at the time of such action are later determined not to
have satisfied the requirements for membership set forth in this Section 12.l or otherwise provided in any
charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment
of Committee members shall be effective upon acceptance of appointment. Committee members may resign at
any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be
filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in
office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee
Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by
Section 12.6 hereof.
12.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the
general administration of the Plan in accordance with its provisions. The Administrator shall have the power to
interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration,
interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret,
amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or
obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not
affected adversely by such amendment, unless the consent of the Participant is obtained or such amendment is
otherwise permitted under Section 13.10 hereof. Any such grant or award under the Plan need not be the same
with respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options
shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan except with
respect to matters which under Rule 16b-3 under the Exchange Act, Section 162(m) of the Code, or the rules
of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are
required to be determined in the sole discretion of the Committee.
12.3 Action by the Committee. Unless otherwise established by the Board or in any charter of the
Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved in writing by all members of the
Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee
is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any
officer or other employee of the Company or any Affiliate, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.
12.4 Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has
the exclusive power, authority and sole discretion to:
(a) Designate Eligible Individuals to receive Awards;
(b) Determine the type or types of Awards to be granted to each Eligible Individual;
(c) Determine the number of Awards to be granted and the number of Shares to which an Award
will relate;
(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but
not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions
or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-
competition and recapture of gain on an Award, based in each case on such considerations as the
Administrator in its sole discretion determines;
(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an
Award may be canceled, forfeited, or surrendered;
A-18
Proxy