AutoZone 2015 Annual Report Download - page 69

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Proxy
EXHIBIT A
AMENDED AND RESTATED
AUTOZONE, INC. 2011 EQUITY INCENTIVE AWARD PLAN
ARTICLE 1.
PURPOSE
The purpose of the Amended and Restated AutoZone, Inc. 2011 Equity Incentive Award Plan (as it may be
amended or restated from time time) (the “Plan”) is to promote the success and enhance the value of AutoZone,
Inc. (the “Company”) by linking the individual interests of the members of the Board and Employees to those of
the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to
generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of members of the Board and Employees
upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely
dependent.
The Board adopted the AutoZone, Inc. 2011 Equity Incentive Award Plan on October 17, 2010, subject to
stockholder approval, which was subsequently received on December 15, 2010 (the “Original Plan”). The
Original Plan is hereby amended and restated in its entirety effective as of the Effective Date (as defined in
Section 2.18 hereof).
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the
context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
2.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided
in Article 12 hereof. With reference to the duties of the Committee under the Plan which have been delegated to
one or more persons pursuant to Section 12.6 hereof, or which the Board has assumed, the term “Administrator”
shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has
terminated the assumption of such duties.
2.2 “Affiliate” shall mean any Parent or Subsidiary.
2.3 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the
United States, International Financial Reporting Standards or such other accounting principles or standards as
may apply to the Company’s financial statements under United States federal securities laws from time to time.
2.4 “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Dividend
Equivalent award, a Deferred Stock award, a Stock Payment award, a Stock Appreciation Right, an Other
Incentive Award or a Performance Share Award, which may be awarded or granted under the Plan.
2.5 “Award Agreement” shall mean any written notice, agreement, contract or other instrument or
document evidencing an Award, including through electronic medium, which shall contain such terms and
conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.
2.6 “Board” shall mean the Board of Directors of the Company.
2.7 “Cause” shall mean the definition for “Cause” as may be defined from time to time in an applicable
Award Agreement.
A-1