Attached files
file | filename |
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10-Q - FORM 10-Q - AUTOZONE INC | c09345e10vq.htm |
EX-10.3 - EXHIBIT 10.3 - AUTOZONE INC | c09345exv10w3.htm |
EX-12.1 - EXHIBIT 12.1 - AUTOZONE INC | c09345exv12w1.htm |
EX-10.4 - EXHIBIT 10.4 - AUTOZONE INC | c09345exv10w4.htm |
EX-15.1 - EXHIBIT 15.1 - AUTOZONE INC | c09345exv15w1.htm |
EX-10.2 - EXHIBIT 10.2 - AUTOZONE INC | c09345exv10w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - AUTOZONE INC | Financial_Report.xls |
EX-32.1 - EXHIBIT 32.1 - AUTOZONE INC | c09345exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - AUTOZONE INC | c09345exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - AUTOZONE INC | c09345exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - AUTOZONE INC | c09345exv32w2.htm |
Exhibit 10.5
AUTOZONE, INC.
2011 DIRECTOR COMPENSATION PROGRAM
(Effective January 1, 2011)
2011 DIRECTOR COMPENSATION PROGRAM
(Effective January 1, 2011)
ARTICLE 1.
PURPOSE
The purpose of this document is to set forth the general terms and conditions applicable to
the AutoZone, Inc. 2011 Director Compensation Program (the Program) established by the
Board of Directors of AutoZone Inc. (the Company) pursuant to the Companys 2011 Equity
Incentive Award Plan (the Plan). The Program is intended to carry out the purposes of
the Plan and provide a means to reinforce objectives for sustained long-term performance and value
creation by awarding each Non-Employee Director of the Company with stock awards, subject to the
restrictions and other provisions of the Program and the Plan. The Program shall be effective as
of January 1, 2011 (the Effective Date).
ARTICLE 2.
DEFINITIONS
2.1 Unless otherwise defined herein, capitalized terms used herein shall have the meanings
assigned to such terms in the Plan.
2.3 Award shall mean a Restricted Stock Unit granted to a Non-Employee Director
pursuant to the Program.
2.4 Restricted Stock Units shall mean Restricted Stock Units granted under Section
9.4 of the Plan, and as defined under Section 2.44 of the Plan.
ARTICLE 3.
RESTRICTED STOCK UNITS
3.1 Quarterly Grants. On each of January 1, April 1, July 1 and October 1 following
the Effective Date (each, a Retainer Date), the following individuals shall be granted,
without further action by the Company, the Board, or the Companys stockholders, Restricted Stock
Units to acquire a number of shares of Common Stock (rounded down to the nearest tenth
(1/10th) of a share) equal to the quotient obtained by dividing:
(a) with respect to each person who is a Non-Employee Director on a Retainer Date, (x)
$50,000, by (y) the closing market price of a share of Common Stock on the Retainer Date (rounded
to two (2) decimal places) (the Quarterly Retainer); plus
(b) with respect to the Lead Director on a Retainer Date, (x) $5,000, by (y) the closing
market price of a share of Common Stock on the Retainer Date (rounded to two (2) decimal places);
plus
(c) with respect to the Audit Committee Chairman on a Retainer Date, (x) $5,000, by (y) the
closing market price of a share of Common Stock on the Retainer Date (rounded to two (2) decimal
places); plus
(d) with respect to the Compensation Committee Chairman on a Retainer Date, (x) $1,250, by (y)
the closing market price of a share of Common Stock on the Retainer Date (rounded to two (2)
decimal places); plus
(e) with respect to the Nominating/Corporate Governance Committee Chairman on a Retainer Date,
(x) $1,250, by (y) the closing market price of a share of Common Stock on the Retainer Date
(rounded to two (2) decimal places); plus
(f) with respect to each Audit Committee member on the Retainer Date who is not the Audit
Committee Chairman, (x) $1,250, by (y) the closing market price of a share of Common Stock on the
Retainer Date (rounded to two (2) decimal places) (each of (a) (f), a Retainer).
Notwithstanding the foregoing, each Non-Employee Director elected to the Board and/or assuming a
position described in subsections (b) through (f) above after the Effective Date shall receive, on
the date of election to the Board and pro rated based on the number of days remaining in the
calendar quarter in which the date of Board election or assumption of position, as applicable,
occurs: (i) the Quarterly Retainer and/or (ii) any Retainer described in subsections (b) through
(f) above, as applicable. Should the Retainer Date set forth in this Section 3.1 be a Saturday,
Sunday or legal holiday, such grant shall be made on the next business day.
3.2 Terms of Restricted Stock Units.
(a) Each Restricted Stock Unit granted pursuant to this Program shall be in such form and
shall contain such terms and conditions as the Committee shall deem appropriate. The provisions of
separate Restricted Stock Units need not be identical, but each Restricted Stock Unit shall include
(through incorporation of provisions hereof by reference in the Restricted Stock Unit agreement or
otherwise) the substance of each of the following provisions as set forth this Section 3.2 and
Section 9.4 of the Plan.
(b) Each grant of Restricted Stock Units made to a Non-Employee Director shall be fully vested
on the date of grant.
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(c) A Non-Employee Directors Restricted Stock Units shall be paid by the Company in shares of
Common Stock (on a one-to-one basis) on, or as soon as practicable after, the date on which such
Non-Employee Director ceases to be a Director for any reason, provided such Non-Employee Director
incurs a separation from service from the Company (within the meaning of Section 409A(a)(2)(A)(i)
of the Code and Treasury Regulation Section 1.409A-1(h)), (such date, the Payment Date)
but in any event by the fifteenth (15th) day of the third (3rd) month
following the end of the tax year in which such date of termination occurs, unless the Non-Employee
Director has irrevocably elected in writing by December 31 of the year preceding the grant of such
Restricted Stock Units to defer the payment of such Restricted Stock Units, and any dividends paid
thereon, to another date under one of the following options, which payment form or forms shall be
specified at the time of the deferral election (the Deferred Payment Date):
(1) a single lump-sum payable upon the fifth (5th) anniversary of the Payment Date;
or
(2) a single lump-sum payable upon the tenth (10th) anniversary of the Payment
Date; or
(3) two (2) equal installments, one of which shall be payable upon the fifth (5th)
anniversary of the Payment Date and the other of which shall be payable upon after the tenth
anniversary (10th) of the Payment Date.
Shares of Common Stock issued in respect of a Restricted Stock Unit shall be deemed to be issued in
consideration for past services actually rendered to the Company or for its benefit, by the
Non-Employee Director, which the Committee deems to have a value not less than the par value of a
share of Common Stock.
3.3 Dividend Equivalents. If a Non-Employee Director has elected to defer payment of
his or her vested Restricted Stock Units as provided in Section 3.2(c) above and the Company pays
any dividends with respect to the Common Stock at any time during the period between the Payment
Date and the Deferred Payment Date, the holder of such vested Restricted Stock Units shall be
credited, as of the dividend payment date, with dividend equivalents equal to the amount of the
dividends which would have been payable to such holder if the holder held a number of shares of
Common Stock equal to the number of vested Restricted Stock Units so deferred. Such dividend
equivalents shall be deemed reinvested in the Common Stock on the dividend payment date and shall
be paid by the Company in shares of Common Stock on the Deferred Payment Date. Such dividend
equivalents shall constitute Dividend Equivalents under Section 9.1 of the Plan.
ARTICLE 4.
MISCELLANEOUS
4.1 Administration of the Program. The Program shall be administered by the
Committee.
4.2 Application of Plan. The Program is subject to all the provisions of the Plan,
including Section 13.2 thereof (relating to adjustments upon changes in the Common Stock), and its
provisions are hereby made a part of the Program, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and adopted pursuant
to the Plan. In the event of any conflict between the provisions of this Program and those of the
Plan, the provisions of the Plan shall control.
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4.3 Amendment and Termination. Notwithstanding anything herein to the contrary, the
Committee may, at any time, terminate, modify or suspend the Program; provided, however, that,
without the prior consent of the Non-Employee Directors affected, no such action may adversely
affect any rights or obligations with respect to any Awards theretofore earned but unpaid, whether
or not the amounts of such Awards have been computed and whether or not such Awards are then
payable. Any amendment of this Program may, in the sole discretion of the Committee, be
accomplished in a manner calculated to cause such amendment not to constitute an extension,
renewal or modification (each within the meaning of Code Section 409A) of any Restricted Stock
Units that would cause such Restricted Stock Units to be considered nonqualified deferred
compensation (within the meaning of Code Section 409A).
4.4 No Contract for Service. Nothing contained in the Program or in any document
related to the Program or to any Award shall confer upon any Non-Employee Director any right to
continue as a
Director or in the service of the Company or an Affiliate or constitute any contract or
agreement of service for a specific term or interfere in any way with the right of the Company or
an Affiliate to reduce such persons compensation, to change the position held by such person or to
terminate the service of such person, with or without Cause.
4.5 Nontransferability Retainer Date.
(a) No benefit payable under, or interest in, this Program shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such
attempted action shall be void and no such benefit or interest shall be, in any manner, liable for,
or subject to, debts, contracts, liabilities or torts of any Non-Employee Director or beneficiary;
provided, however, that, nothing in this Section 4.5 shall prevent transfer (i) by will, (ii) by
applicable laws of descent and distribution, (iii) pursuant to a DRO.
(b) The transfer to a Permitted Transferee of an Award pursuant to a DRO shall not be treated
as having caused a new grant. If an Award is so transferred, the Permitted Transferee generally
has the same rights as the Non-Employee Director under the terms of the Program; provided however,
that (i) the Award shall be subject to the same terms and conditions, including the vesting terms,
option termination provisions and exercise period, as if the Award were still held by the
Non-Employee Director, and (ii) such Permitted Transferee may not transfer an Award. In the event
of the Administrators receipt of a DRO or other notice of adverse claim by a Permitted Transferee
of a Non-Employee Director of an Award, transfer of the proceeds of the exercise of such Award,
whether in the form of cash, stock or other property, may be suspended. Such proceeds shall
thereafter be transferred pursuant to the terms of a DRO or other agreement between the
Non-Employee Director and Permitted Transferee. A Non-Employee Directors ability to exercise an
Award may be barred if the Administrator receives a court order directing the Administrator not to
permit exercise.
4.6 Nature of Program. No Non-Employee Director, beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset of the Company or any
Affiliate by reason of any award hereunder. There shall be no funding of any benefits which may
become payable hereunder. Nothing contained in this Program (or in any document related thereto),
nor the creation or adoption of this Program, nor any action taken pursuant to the provisions of
this Program shall create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company or an Affiliate and any Non-Employee Director, beneficiary or
other person. To the extent that a Non-Employee Director, beneficiary or other person acquires a
right to receive payment with respect to an award hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company or other employing entity, as
applicable. All amounts payable under this Program shall be paid from the general assets of the
Company or employing entity, as applicable, and no special or separate fund or deposit shall be
established and no segregation of assets shall be made to assure payment of such amounts. Nothing
in this Program shall be deemed to give any person any right to participate in this Program except
in accordance herewith.
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4.7 Governing Law. This Program shall be construed in accordance with the laws of the
State of Nevada, without giving effect to the principles of conflicts of law thereof.
4.8 Code Section 409A. To the extent that this Program constitutes a non-qualified
deferred compensation plan within the meaning of with Code Section 409A and Department of Treasury
regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the Effective Date, this Program shall
be interpreted and operated in accordance with Code Section 409A. Notwithstanding any provision of
this
Program to the contrary, in the event that following the grant of any Restricted Stock Units,
the Committee determines that any Award does or may violate any of the requirements of Code Section
409A, the Committee may adopt such amendments to the Program and any affected Award or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, that the Committee determines are necessary or appropriate to (a) exempt
the Program and any such Award from the application of Code Section 409A and/or preserve the
intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the
requirements of Code Section 409A; provided, however, that this paragraph shall not
create an obligation on the part of the Committee to adopt any such amendment, policy or procedure
or take any such other action.
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