AutoZone 2010 Annual Report Download - page 86

for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
(h) No action shall be taken under this Section 13.2 which shall cause an Award to fail to comply with
Section 409A of the Code or an exemption therefrom, in either case, to the extent applicable to such Award,
unless the Administrator determines any such adjustments to be appropriate.
(i) In the event of any pending 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
any other change affecting the shares of Common Stock or the share price of the Common Stock including
any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may
refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of
any such transaction.
13.3 Approval of Plan by Stockholders. The Plan will be submitted for the approval of the Company’s
stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.
13.4 No Stockholders Rights. Except as otherwise provided herein or in an Award Agreement, a
Participant shall have none of the rights of a stockholder with respect to shares of Common Stock covered by
any Award until the Participant becomes the record owner of such shares of Common Stock.
13.5 Paperless Administration. In the event that the Company establishes, for itself or using the services
of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system
using an internet website or interactive voice response, then the paperless documentation, granting or exercise
of Awards by a Participant may be permitted through the use of such an automated system.
13.6 Effect of Plan upon Other Compensation Plans. Except as set forth in Section 3.1(a) above, the
adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or
any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to
establish any other forms of incentives or compensation for Employees or Directors of the Company or any
Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose including without limitation, the grant or assumption of options
in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business,
stock or assets of any corporation, partnership, limited liability company, firm or association.
13.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the
issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or
awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules
and regulations (including but not limited to state, federal and foreign securities law and margin requirements),
the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or
traded, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under
the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the
Company, provide such assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable
law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
13.8 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings
of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange
Act shall include any amendment or successor thereto.
13.9 Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and
enforced under the internal laws of the State of Nevada without regard to conflicts of laws thereof.
13.10 Section 409A. To the extent that the Administrator determines that any Award granted under the
Plan is subject to Section 409A of the Code, the Plan, any applicable Program and the Award Agreement
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