AutoZone 2015 Annual Report Download - page 84

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period, including the time period following a Termination of Service, during which the Participant has the right
to exercise any vested Stock Appreciation Rights, which time period may not extend beyond the expiration date
of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code, the
Administrator may extend the term of any outstanding Stock Appreciation Right, and may extend the time
period during which vested Stock Appreciation Rights may be exercised in connection with any Termination of
Service of the Participant, and, subject to Section 13.1 hereof, may amend any other term or condition of such
Stock Appreciation Right relating to such a Termination of Service.
ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
11.1 Payment. The Administrator shall determine the methods by which payments by any Participant with
respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check,
(b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the
exercise of the Award) held for such period of time as may be required by the Administrator in order to avoid
adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the
aggregate payments required, (c) delivery of a written or electronic notice that the Participant has placed a
market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and
that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate payments required; provided, however, that payment of such proceeds is then made
to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the
Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or
deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no
Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of
the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or
continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged
by the Company in violation of Section 13(k) of the Exchange Act.
11.2 Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal,
state, local and foreign taxes (including the Participant’s social security, Medicare and any other employment
tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising
as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable
under an Award (or allow the surrender of Shares). Unless determined otherwise by the Administrator, the
number of Shares which may be so withheld or surrendered shall be limited to the number of shares which have
a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such
liabilities based on the minimum statutory withholding rates or federal, state, local and foreign income tax and
payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine
the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding
obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise
involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding
obligation.
11.3 Transferability of Awards.
(a) Except as otherwise provided in Section 11.3(b) or (c) hereof:
(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than
by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a
DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued,
and all restrictions applicable to such shares have lapsed;
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