AutoZone 2010 Annual Report Download - page 87

covering such Award shall be interpreted in accordance with Section 409A of the Code. Notwithstanding any
provision of the Plan to the contrary, in the event that, following the Effective Date, the Administrator
determines that any Award may be subject to Section 409A of the Code, the Administrator may adopt such
amendments to the Plan, any applicable Program and the Award Agreement or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
that the Administrator determines are necessary or appropriate to avoid the imposition of taxes on the Award
under Section 409A of the Code, either through compliance with the requirements of Section 409A of the
Code or with an available exemption therefrom.
13.11 No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted
any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible
Individuals, Participants or any other persons uniformly.
13.12 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Program or Award Agreement shall give the Participant any rights that are greater
than those of a general creditor of the Company or any Affiliate.
13.13 Indemnification. To the extent allowable pursuant to applicable law, each member of the Board
and any officer or other employee to whom authority to administer any component of the Plan is delegated
shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any
action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in
satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or
she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.
13.14 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in
determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or
other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing
in such other plan or an agreement thereunder.
13.15 Expenses. The expenses of administering the Plan shall be borne by the Company and its
Affiliates.
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