AutoZone 2014 Annual Report Download - page 66

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EXHIBIT A
AUTOZONE, INC.
2015 EXECUTIVE INCENTIVE COMPENSATION PLAN
1. Purpose
The AutoZone, Inc. 2015 Executive Incentive Compensation Plan (“Plan”) is designed to provide
incentives to eligible employees of AutoZone, Inc. (the “Company”) and its affiliates who have significant
responsibility for the success and growth of the Company and assist the Company in attracting, motivating, and
retaining key employees on a competitive basis. The Plan is designed to ensure that the incentive awards payable
pursuant to this Plan to eligible employees of the Company and its affiliates constitute “qualified performance-
based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”). This Plan is subject to approval by the Company’s stockholders pursuant to 26 C.F.R. § 1.162-
27(e)(4)(vi) at the annual meeting to be held on December 18, 2014, and shall be effective for Performance
Periods (as defined below) beginning on or after the first day of the 2015 fiscal year; provided, however, that if
the stockholders do not approve the Plan at such meeting, the Plan shall not become effective.
2. Administration of the Plan
The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company
(“Committee”). The Committee shall be appointed by the Board of Directors of the Company and shall consist
solely of two or more “outside directors” of the Company within the meaning of 26 C.F.R. § 1.162-27(e)(3). The
Committee shall have the sole discretion and authority to administer and interpret the Plan, including, without
limitation, the authority to prescribe, amend and rescind rules, regulations and procedures relating to its
administration and to make all other determinations necessary or advisable for administration of the Plan, in
accordance with Code Section 162(m). The Committee’s interpretations of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and
binding on all parties concerned, including the Company, its stockholders and any person receiving an incentive
award under the Plan.
3. Eligibility
The individuals entitled to participate in the Plan for any performance period established by the Committee
(the “Performance Period”) shall be each of those key employees of the Company or its affiliates as designated
in writing by the Committee, in its sole discretion, who is or may become a “covered employee” within the
meaning of Code Section 162(m) and whose compensation for the fiscal year in which such employee is so
designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Code
Section 162(m). No participant or other employee shall, at any time, have a right to participate in the Plan for
any Performance Period, notwithstanding having previously participated in the Plan.
4. Incentive Awards
The Committee shall approve the performance goals with respect to any business criteria permitted under
the Plan (collectively, the “Performance Goals”), each subject to adjustments as the Committee may specify in
writing at such time, and shall establish a formula, standard or schedule which aligns the level of achievement of
the Performance Goals with the earned incentive award for each participant. The Performance Goals must be
achieved in order for an incentive award to be earned by a participant under the Plan. The Committee shall
approve the Performance Goals within the first 90 days of the Performance Period, but in no event after 25
percent of the Performance Period has elapsed, and the Performance Goals may not be changed during the
Performance Period, but the thresholds, targets and/or multiplier measures of the Performance Goals shall be
subject to such adjustments as the Committee may specify in writing within the first 90 days of the Performance
Period, but in no event after 25 percent of the Performance Period has elapsed.
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