AutoZone 2010 Annual Report Download - page 84

any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other
than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such
change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan
(including, but not limited to, adjustments of the Share Limit and Individual Award Limit); (ii) the number
and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the
terms and conditions of any outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any outstanding
Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation
shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by
the Administrator.
(b) In the event of any transaction or event described in Section 13.2(a) hereof or any unusual or
nonrecurring transactions or events affecting the Company, any Affiliate of the Company, or the financial
statements of the Company or any Affiliate, or of changes in applicable laws, regulations or accounting
principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the
following actions whenever the Administrator determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or
with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such
changes in laws, regulations or principles:
(i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if
any, equal to the amount that would have been attained upon the exercise of such Award or realization of
the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the
transaction or event described in this Section 13.2, the Administrator determines in good faith that no
amount would have been attained upon the exercise of such Award or realization of the Participant’s
rights, then such Award may be terminated by the Company without payment) or (B) the replacement of
such Award with other rights or property selected by the Administrator in its sole discretion having an
aggregate value not exceeding the amount that could have been attained upon the exercise of such Award
or realization of the Participant’s rights had such Award been currently exercisable or payable or fully
vested;
(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of
the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kind of shares and prices;
(iii) To make adjustments in the number and type of securities subject to outstanding Awards and
Awards which may be granted in the future and/or in the terms, conditions and criteria included in such
Awards (including the grant or exercise price, as applicable);
(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all
securities covered thereby, notwithstanding anything to the contrary in the Plan or an applicable Program
or Award Agreement; and
(v) To provide that the Award cannot vest, be exercised or become payable after such event.
(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the
contrary in Sections 13.2(a) and 13.2(b) hereof:
(i) The number and type of securities subject to each outstanding Award and/or the exercise price or
grant price thereof, if applicable, shall be equitably adjusted. The adjustment provided under this
Section 13.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Participant and
the Company.
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