AutoZone 2015 Annual Report Download - page 83

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(b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the
Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation
Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock
Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the
number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any
limitations the Administrator may impose. Except as described in Section 10.1(c) hereof, the exercise price per
Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100%
of the Fair Market Value on the date the Stock Appreciation Right is granted.
(c) Notwithstanding the foregoing provisions of Section 10.1(b) hereof to the contrary, in the case of a
Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock
Appreciation Right may be less than the Fair Market Value per share on the date of grant; provided, however,
that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the
Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess
of: (x) the aggregate Fair Market Value (as of the time immediately preceding the transaction giving rise to the
Substitute Award) of the shares of the predecessor entity that were subject to the grant assumed or substituted
for by the Company, over (y) the aggregate exercise price of such shares.
10.2 Stock Appreciation Right Vesting.
(a) The Administrator shall determine the period during which a Participant shall vest in a Stock
Appreciation Right and have the right to exercise such Stock Appreciation Right in whole or in part. Such
vesting may be based on service with the Company or any Affiliate, or any other criteria selected by the
Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole
discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Stock
Appreciation Right vests.
(b) No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall
thereafter become exercisable, except as may be otherwise provided by the Administrator either in an applicable
Program or Award Agreement or by action of the Administrator following the grant of the Stock Appreciation
Right.
10.3 Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed
exercised upon delivery of all of the following to the stock administrator of the Company, or such other person
or entity designated by the Administrator, or his, her or its office, as applicable:
(a) A written or electronic notice complying with the applicable rules established by the Administrator
stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the
Participant or other person then-entitled to exercise the Stock Appreciation Right or such portion of the Stock
Appreciation Right;
(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or
advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or
foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever
additional actions it deems appropriate to effect such compliance; and
(c) In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 10.3 by
any person or persons other than the Participant, appropriate proof of the right of such person or persons to
exercise the Stock Appreciation Right.
10.4 Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the
Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years and
one (1) day from the date the Stock Appreciation Right is granted. The Administrator shall determine the time
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