AutoZone 2010 Annual Report Download - page 83

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(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant;
(g) Decide all other matters that must be determined in connection with an Award;
(h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to
administer the Plan;
(i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award
Agreement;
(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the
Administrator deems necessary or advisable to administer the Plan; and
(k) Establish a Program or Programs under the Plan, as may be adopted or amended from time to
time.
12.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to
the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with
respect to the Plan are final, binding and conclusive on all parties.
12.6 Delegation of Authority. To the extent permitted by applicable law or the rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded, the Board or
Committee may from time to time delegate to a committee of one or more members of the Board or one or
more officers of the Company the authority to grant or amend Awards or to take other administrative actions
pursuant to this Article 12; provided, however, that in no event shall an officer of the Company be delegated
the authority to grant awards to, or amend awards held by the following individuals: (a) individuals who are
subject to Section 16 of the Exchange Act, (b) Covered Employees with respect to Awards intended to
constitute Performance-Based Compensation, or (c) officers of the Company (or Directors) to whom authority
to grant or amend Awards has been delegated hereunder; provided further, that any delegation of administrative
authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and
applicable securities laws or the rules of any securities exchange or automated quotation system on which the
Shares are listed, quoted or traded. Any delegation hereunder shall be subject to the restrictions and limits that
the Board or the Committee specifies at the time of such delegation, and the Board may at any time rescind
the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this
Section 12.6 shall serve in such capacity at the pleasure of the Board and the Committee.
ARTICLE 13.
MISCELLANEOUS PROVISIONS
13.1 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this
Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at
any time or from time to time by the Board. However, without approval of the Company’s stockholders given
within twelve (12) months before or after the action by the Administrator, no action of the Administrator may,
except as provided in Section 13.2 hereof, (i) increase the Share Limit, (ii) reduce the price per share of any
outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock
Appreciation Right in exchange for cash or another Award in violation of Section 11.6 hereof. Except as
provided in Section 13.10 hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded,
unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any
period of suspension or after termination of the Plan, and in no event may any Award be granted under the
Plan after the tenth (10th) anniversary of the Effective Date.
13.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company
and Other Corporate Events.
(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or
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