AutoZone 2010 Annual Report Download - page 85

(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its
discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate
number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments
to the Share Limit and the Individual Award Limit). The adjustments provided under this Section 13.2(c)
shall be nondiscretionary and shall be final and binding on the affected Participant and the Company.
(d) Change in Control.
(i) Notwithstanding any other provision of the Plan, in the event of a Change in Control, each
outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a
parent or subsidiary of the successor corporation. For the purposes of this Section 13.2(d)(i), an Award
shall be considered assumed or substituted if, following the Change in Control, the assumed or substituted
Award confers the right to purchase or receive, for each share of Common Stock subject to the Award
immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or
property) received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Change in Control was not solely common stock of the successor
corporation or its parent, the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the assumed or substituted Award, for each share
of Common Stock subject to such Award, to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration received by holders of Common Stock in
the Change in Control.
(ii) In the event that the successor corporation in a Change in Control and its parents and
subsidiaries refuse to assume or substitute for any Award in accordance with Section 13.2(d)(i) hereof,
each such non-assumed/substituted Award shall become fully vested and, as applicable, exercisable and
shall be deemed exercised, immediately prior to the consummation of such transaction, and all forfeiture
restrictions on any or all such Awards shall lapse at such time. If an Award vests and, as applicable, is
exercised in lieu of assumption or substitution in connection with a Change in Control, the Administrator
shall notify the Participant of such vesting and any applicable exercise , and the Award shall terminate
upon the Change in Control. For the avoidance of doubt, if the value of an Award that is terminated in
connection with this Section 13.2(d)(ii) is zero or negative at the time of such Change in Control, such
Award shall be terminated upon the Change in Control without payment of consideration therefor.
(e) The Administrator may, in its sole discretion, include such further provisions and limitations in any
Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are
not inconsistent with the provisions of the Plan.
(f) With respect to Awards which are granted to Covered Employees and are intended to qualify as
Performance-Based Compensation, no adjustment or action described in this Section 13.2 or in any other
provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award
to fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award
should not so qualify. No adjustment or action described in this Section 13.2 or in any other provision of the
Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate
Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized with respect to
any Award to the extent such adjustment or action would result in short-swing profits liability under Section 16
or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to
comply with such exemptive conditions.
(g) The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company
to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights
are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable
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