AutoZone 2015 Annual Report Download - page 90

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(i) The number and type of securities subject to each outstanding Award and/or the exercise price or
grant price thereof, if applicable, shall be equitably adjusted. The adjustment provided under this
Section 13.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Participant and the
Company.
(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator in its
discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and
kind of shares that may be issued under the Plan (including, but not limited to, adjustments to the Share Limit,
Individual Award Limit and Director Limit). The adjustments provided under this Section 13.2(c) shall be
nondiscretionary and shall be final and binding on the affected Participant and the Company.
(d) Change in Control.
(i) Notwithstanding any other provision of the Plan, in the event of a Change in Control, each
outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent
or subsidiary of the successor corporation. For the purposes of this Section 13.2(d)(i), an Award shall be
considered assumed or substituted if, following the Change in Control, the assumed or substituted Award
confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received
in the Change in Control by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if such consideration received in the
Change in Control was not solely common stock of the successor corporation or its parent, the Administrator
may, with the consent of the successor corporation, provide for the consideration to be received upon the
exercise of the assumed or substituted Award, for each share of Common Stock subject to such Award, to be
solely common stock of the successor corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control.
(ii) In the event that the successor corporation in a Change in Control and its parents and subsidiaries
refuse to assume or substitute for any Award in accordance with Section 13.2(d)(i) hereof, each such non-
assumed/substituted Award shall become fully vested and, as applicable, exercisable and shall be deemed
exercised, immediately prior to the consummation of such transaction, and all forfeiture restrictions on any or all
such Awards shall lapse at such time. If an Award vests and, as applicable, is exercised in lieu of assumption or
substitution in connection with a Change in Control, the Administrator shall notify the Participant of such
vesting and any applicable exercise , and the Award shall terminate upon the Change in Control. For the
avoidance of doubt, if the value of an Award that is terminated in connection with this Section 13.2(d)(ii) is zero
or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control
without payment of consideration therefor.
(e) The Administrator may, in its sole discretion, include such further provisions and limitations in any
Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not
inconsistent with the provisions of the Plan.
(f) With respect to Awards which are granted to Covered Employees and are intended to qualify as
Performance-Based Compensation, no adjustment or action described in this Section 13.2 or in any other
provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to
fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award
should not so qualify. No adjustment or action described in this Section 13.2 or in any other provision of the
Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate
Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized with respect to any
Award to the extent such adjustment or action would result in short-swing profits liability under Section 16 or
violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to
comply with such exemptive conditions.
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