AutoZone 2013 Annual Report Download - page 57

Proxy
(1) Severance Pay, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination Not
for Cause” column reflect the terms of Mr. Rhodes’ Agreement described above. Unvested stock options are
those outstanding, unvested stock options which will vest immediately upon the option holder’s death.
Unvested stock awards are share options under the Executive Stock Purchase Plan, which vest upon
involuntary termination not for cause, disability, death or normal retirement. Annual Incentive is shown at
actual annual incentive amount for the 2013 fiscal year; it would be prorated if the triggering event occurred
other than on the last day of the fiscal year. Disability Benefits are benefits under Company-paid individual
long-term disability insurance policy. Life Insurance Benefits are benefits under a Company-paid life
insurance policy.
(2) Severance Pay, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination Not
for Cause” column reflect payments to Mr. Giles, Mr. Graves and Mr. Griffin under the Severance and Non-
Compete Agreements described above. Annual Incentive is shown at actual annual incentive amount for the
2013 fiscal year; it would be prorated if the triggering event occurred other than on the last day of the fiscal
year. Benefits Continuation refers to medical, dental and vision benefits. Unvested stock options are those
outstanding, unvested stock options which will vest immediately upon the option holder’s death. Unvested
stock awards are share options under the Executive Stock Purchase Plan, which vest upon involuntary
termination not for cause, disability, death or normal retirement. Disability Benefits are benefits under
Company-paid individual long-term disability insurance policy. Life Insurance Benefits are benefits under a
Company-paid life insurance policy.
(3) Salary Continuation, Bonus and Benefits Continuation amounts shown under the “Involuntary Termination
Not for Cause” column reflect payments to Mr. Goldsmith under the terms of his Employment Agreement
described above. Annual Incentive is shown at actual annual incentive amount for the 2013 fiscal year; it
would be prorated if the triggering event occurred other than on the last day of the fiscal year. Upon
disability, death or normal retirement, a prorated bonus is paid in accordance with Company policy. Benefits
Continuation refers to medical, dental and vision benefits. Unvested stock options are those outstanding,
unvested stock options which will vest immediately upon the option holder’s death. Additionally, Mr,
Goldsmith’s Employment Agreement provides that in the event of his termination by AutoZone without
cause, stock options that would have vested during the three year “continuation period” vest immediately
upon his termination date. Unvested stock awards are share options under the Executive Stock Purchase Plan
which vest upon involuntary termination not for cause, disability, death or normal retirement. Disability
Benefits are benefits under Company-paid individual long-term disability insurance policy. Life Insurance
Benefits are benefits under a Company-paid life insurance policy. Mr. Goldsmith will be retiring in January
2014.
Related Party Transactions
Our Board has adopted a Related Person Transaction Policy (the “Policy”) which requires the Audit
Committee of the Board to review and approve or ratify all Related Person Transactions. The Audit Committee
is to consider all of the available relevant facts and circumstances of each transaction, including but not limited
to the benefits to the Company; the impact on a director’s independence in the event the Related Person is a
director, an immediate family member of a director or an entity in which a director is a partner, shareholder or
executive officer; the availability of other sources for comparable products or services; the terms of the
transaction; and the terms available to unrelated third parties generally. Related Person Transactions must also
comply with the policies and procedures specified in our Code of Ethics and Business Conduct and Corporate
Governance Principles, as described below.
The Policy also requires disclosure of all Related Person Transactions that are required to be disclosed in
AutoZone’s filings with the Securities and Exchange Commission, in accordance with all applicable legal and
regulatory requirements.
A “Related Person Transaction” is defined in the Policy as a transaction, arrangement or relationship (or
any series of similar transactions, arrangements or relationships) that occurred since the beginning of the
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