Exhibit
      10.26

     

    AutoZone,
      Inc.

    2006
      Stock Option Plan

    


    STOCK
      OPTION GRANT NOTICE AND

    STOCK
      OPTION AGREEMENT

    


    AutoZone,
      Inc., a Nevada corporation (the “Company”),
      pursuant to its 2006 Stock Option Plan (the “Plan”),
      hereby grants to the holder listed below (“Participant”)
      an
      option (the “Option”)
      to
      purchase that number of shares of the Company’s common stock, par value $.01
      (“Stock”)
      set
      forth below. This Option is subject to all of the terms and conditions set
      forth
      herein, in the Stock Option Agreement attached hereto as Exhibit A
      (the
“Stock
      Option Agreement”)
      and
      the Plan, which are incorporated herein by reference. All capitalized terms
      used
      in this Grant Agreement, but not defined, shall have the meanings provided
      in
      the Plan.

    

      
        	
                Participant:

              	 	 	
                [____]

              	
              
	
                Grant
                  Date:

              	 	 	
                [____]

              	
                 

              
	
                Exercise
                  Price per Share:

              	 	
                $

              	
                [____]

              	
                 

              
	
                Total
                  Number of Shares

              	 	 	[____]	
              
	
                Subject
                  to the Option:

              	 	 	
                [____]

              	
                 

              
	
                Expiration
                  Date:

              	 	 	
                [____]

              	
                 

              


      

    

    


    Type
      of Option:o
      Incentive Stock
      Option 
o
      Non-Qualified Stock Option

    


    Vesting
      Schedule: The
      Option granted under this Agreement shall vest and become exercisable in four
      (4) cumulative installments as follows:

    


    (i) The
      first
      installment shall consist of one-fourth of the shares covered by the Option
      and
      shall become exercisable on the first anniversary of the Grant
      Date.

    


    (ii) The
      second installment shall consist of one-fourth of the shares covered by the
      Option and shall become exercisable on the second anniversary of the Grant
      Date.

    


    (iii) The
      third
      installment shall consist of one-fourth of the shares covered by the Option
      and
      shall become exercisable on the third anniversary of the Grant
      Date.

    


    (iv) The
      fourth installment shall consist of one-fourth of the shares covered by the
      Option and shall become exercisable on the fourth anniversary of the Grant
      Date.]

    


    By
      his or
      her signature, Participant agrees to be bound by the terms and conditions of
      the
      Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed
      the Stock Option Agreement, the Plan and this Grant Notice in their entirety,
      has had an opportunity to obtain the advice of counsel prior to executing this
      Grant Notice and fully understands all provisions of this Grant Notice, the
      Stock Option Agreement and the Plan. Participant hereby agrees to accept as
      binding, conclusive and final all discussions or interpretations of the
      Committee upon any questions arising under the Plan or relating to the
      Option.

    
      	 	 	 	 
	AUTOZONE, INC.	 	 	PARTICIPANT
	 	 	 	 
	By:	 	 	By:
	
              
                

              

               

              Print Name:

            	 	 	
              
                

              

               

              Print Name:

            
	
              
                

              

              Title:

            	 	 	
              
                

              

              Title:

            
	
              
                
 

            	 	 	
              
                
 

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      TO STOCK OPTION GRANT NOTICE

    


    STOCK
      OPTION AGREEMENT


     

    Pursuant
      to the Stock Option Grant Notice (the
      “Grant
      Notice”)
      to
      which
      this Stock Option Agreement (this “Agreement”)
      is
attached,
      AutoZone, Inc., a Nevada corporation (the “Company”),
      has
      granted to Participant an option under the Company’s 2006 Stock Option Plan (the
“Plan”)
      to
      purchase the number of shares of Stock indicated in the Grant
      Notice.

     

    ARTICLE
      I.

    


    GENERAL

     

    1.1 Defined
      Terms.
      Wherever the following terms are used in this Agreement they shall have the
      meanings specified below, unless the context clearly indicates otherwise.
      Capitalized terms not specifically defined herein shall have the meanings
      specified in the Plan and the Grant Notice.

    


    (a) “Administrator”
      shall mean the Board or the Committee responsible for conducting the general
      administration of the Plan in accordance with Article 8 of the
      Plan.

    


    (b) “Cause”
      shall mean the willful engagement by Participant in conduct which is
      demonstrably or materially injurious to the Company, monetarily or otherwise.
      For this purpose, no act or failure to act by the Participant shall be
      considered “willful” unless done, or omitted to be done, by the Participant not
      in good faith and without reasonable belief that his action or omission was
      in
      the best interest of the Company.

    


    (c) “Termination
      of Employment” shall mean the time when the employee-employer relationship
      between Participant and the Company or any Subsidiary is terminated for any
      reason, with or without cause, including, but not by way of limitation, a
      termination by resignation, discharge, death, disability or retirement; but
      excluding terminations where there is a simultaneous reemployment or continuing
      employment of Participant by the Company or any Subsidiary. The Administrator,
      in its absolute discretion, shall determine the effect of all matters and
      questions relating to Termination of Employment, including, but not by way
      of
      limitation, the question of whether a particular leave of absence constitutes
      a
      Termination of Employment; provided,
      however,
      that,
      if this Option is an Incentive Stock Option, unless otherwise determined by
      the
      Administrator in its sole discretion, a leave of absence, change in status
      from
      an employee to an independent contractor or other change in the
      employee-employer relationship shall constitute a Termination of Employment
      if,
      and to the extent that, such leave of absence, change in status or other change
      interrupts employment for purposes of Section 422(a)(2) of the Code and the
      then
      applicable regulations and revenue rulings under said Section.

    


    1.2 Incorporation
      of Terms of Plan.
      The
      Option is subject to the terms and conditions of the Plan which are incorporated
      herein by reference. In the event of any inconsistency between the Plan and
      this
      Agreement, the terms of the Plan shall control.

    


    ARTICLE
      II.

    


    GRANT
      OF OPTION

     

    2.1 Grant
      of Option.
      In
consideration
      of Participant’s past and/or continued employment with the Company or a
      Subsidiary and for other good and valuable consideration,
      effective as of the Grant Date set forth in the Grant Notice (the “Grant
      Date”),
      the
      Company irrevocably grants to Participant the Option to purchase any part or
      all
      of an aggregate of the number of shares of Stock set forth in the Grant Notice,
      upon the terms and conditions set forth in the Plan, the Grant Notice and this
      Agreement. The Option shall be a Non-Qualified Stock Option or an Incentive
      Stock Option, as designated in the Grant Notice and, in the case of an Incentive
      Stock Option, as permitted by law.

    


    2.2 Exercise
      Price.
      The
      exercise price of the shares of Stock subject to the Option shall be as set
      forth in the Grant Notice, provided, however, that the price per share of the
      shares of Stock subject to the Option shall not be less than 100% of the Fair
      Market Value of a share of Stock on the Grant Date. Notwithstanding the
      foregoing, if this Option is designated as an Incentive Stock Option and
      Participant owns (within the meaning of Section 424(d) of the Code) more than
      10% of the total combined voting power of all classes of stock of the Company
      or
      any “subsidiary corporation” of the Company or any “parent corporation” of the
      Company (each within the meaning of Section 424 of the Code), the price per
      share of the shares of Stock subject to the Option shall not be less than 110%
      of the Fair Market Value of a share of Stock on the Grant Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.3 Consideration
      to the Company.
      In
      consideration of the grant of the Option by the Company, Participant
      agrees
      to
      render faithful and efficient services to the Company and its Subsidiaries,
      as
      applicable. Nothing in the Plan, the Grant Notice or this Agreement shall confer
      upon Participant any right to continue in the employ or service of the Company
      or any Subsidiary or shall interfere with or restrict in any way the rights
      of
      the Company and its Subsidiaries, which rights are hereby expressly reserved,
      to
      discharge or terminate the services of Participant at any time for any reason
      whatsoever, with or without Cause, except to the extent expressly provided
      otherwise in a written agreement between the Company or a Subsidiary and
      Participant. 

     

    ARTICLE
      III.

     

    PERIOD
      OF EXERCISABILITY

     

    3.1 Commencement
      of Exercisability.

    


    (a) Subject
      to any limitations contained in this Stock Option Agreement, the Option shall
      become vested and be exercisable in such amounts and at such times as are set
      forth in the Grant Notice. Notwithstanding the exercise dates set forth in
      the
      Grant Notice, the Option shall become immediately exercisable on the date of
      Participant’s death.

    


    (b) No
      portion of the Option which has not become vested and exercisable as of
      Participant’s Termination of Employment shall thereafter become vested and
      exercisable.

    


    3.2 Duration
      of Exercisability.
      The
      installments provided for in the vesting schedule set forth in the Grant Notice
      are cumulative. Each such installment which becomes vested and exercisable
      pursuant to the vesting schedule set forth in the Grant Notice shall remain
      vested and exercisable until it becomes unexercisable pursuant to Section 3.3
      below; provided, however, that no Option which has not vested and become
      exercisable as of the date of a Participant’s Termination of Employment shall
      thereafter vest and become exercisable.

    


    3.3 Expiration
      of Option.
      The
      Option shall be forfeited and cancelled and may not be exercised to any extent
      by anyone after the first to occur of the following events:

    


    (a) If
      this
      Option is designated as a Non-Qualified Stock Option, the expiration of ten
      (10)
      years and one (1) day from the Grant Date;

    


    (b) If
      this
      Option is designated as an Incentive Stock Option, the tenth anniversary of
      the
      Grant Date; 

    


    (c) If
      this
      Option is designated as an Incentive Stock Option and, at the time the Option
      was granted, Participant owned (within the meaning of Section 424(d) of the
      Code) more than 10% of the total combined voting power of all classes of stock
      of the Company or any “subsidiary corporation” of the Company or any “parent
      corporation” of the Company (each within the meaning of Section 424 of the
      Code), the fifth anniversary of the Grant Date;

    


    (d) The
      expiration of thirty days from the date of Participant’s Termination of
      Employment unless such Termination of Employment occurs by reason of (i)
      Participant’s death, (ii) Participant’s retirement at normal retirement age, as
      determined under the AutoZone, Inc. Associate’s Pension Plan, as it may be
      amended from time to time (or, if such plan ceases to exist or be applicable,
      as
      determined in the sole discretion of the Administrator) (in either case,
“Retirement”), or (iii) termination by the Company for Cause;

    


    (e) The
      expiration of one year from the date of Participant’s Termination of Employment
      by reason of Participant’s death;

    


    (f) The
      commencement of business on the date of Participant’s Termination of Employment
      by the Company for Cause; and

    


    (g) The
      expiration of the term stated in the Grant Notice following Participant’s
      Termination of Employment due to Retirement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.4 Special
      Tax Consequences. Participant acknowledges that, to the extent that the
      aggregate Fair Market Value (determined as of the time the Option is granted)
      of
      all shares of Stock with respect to which Incentive Stock Options, including
      the
      Option, are exercisable for the first time by Participant in any calendar year
      exceeds $100,000, the Option and such other options shall instead constitute
      Non-Qualified Stock Options to the extent necessary to comply with the
      limitations imposed by Section 422(d) of the Code. Participant further
      acknowledges that the rule set forth in the preceding sentence shall be applied
      by taking the Option and other Incentive Stock Options into account in the
      order
      in which they were granted, as determined under Section 422(d) of the Code
      and
      the Treasury Regulations there under.

     

    ARTICLE
      IV.

    


    EXERCISE
      OF OPTION

    


    4.1 Person
      Eligible to Exercise.
      Except
      as provided in Section 5.2(b) below, during the lifetime of Participant, only
      Participant may exercise the Option or any portion thereof. After the death
      of
      Participant, any exercisable portion of the Option may, prior to the time when
      the Option becomes unexercisable under Section 3.3 above, be exercised by
      Participant’s personal representative or by any person empowered to do so under
      the deceased Participant’s will or under then-applicable laws of descent and
      distribution.

    


    4.2 Partial
      Exercise.
      Any
      exercisable portion of the Option or the entire Option, if then wholly
      exercisable, may be exercised in whole or in part at any time prior to the
      time
      when the Option or portion thereof becomes unexercisable under Section 3.3
      above.

    


    4.3 Manner
      of Exercise.
      The
      Option, or any exercisable portion thereof, may be exercised solely by delivery
      to the Secretary of the Company (or any third party administrator or other
      person or entity designated by the Administrator) of each of the following
      prior
      to the time when the Option or such portion thereof becomes unexercisable under
      Section 3.3 above:

    


    (a) An
      exercise notice in a form specified by the Administrator, stating that the
      Option or portion thereof is thereby exercised, such notice complying with
      all
      applicable rules established by the Administrator; 

     

    (b) The
      receipt by the Company of full payment for the shares of Stock with respect
      to
      which the Option or portion thereof is exercised, including payment of any
      applicable withholding taxes, which may be in one or more of the forms of
      consideration permitted under Section 4.4 below; 

    


    (c) Any
      other
      written representations as may be required in the Administrator’s sole
      discretion to evidence compliance with any applicable law, rule or regulation;
      and

    


    (d) If
      the
      Option or portion thereof is exercised pursuant to Section 4.1 above by any
      person or persons other than Participant, appropriate proof of the right of
      such
      person or persons to exercise the Option, as determined in the sole discretion
      of the Administrator.

    


    Notwithstanding
      any of the foregoing, the Company shall have the right to specify all conditions
      of the manner of exercise, which conditions may vary and which may be subject
      to
      change from time to time in the sole discretion of the
      Administrator.

    


    4.4 Method
      of Payment. The
      Administrator shall determine the method(s) by which the exercise price of
      the
      Option may be paid including, without limitation: (a) cash, (b) shares of Stock
      having a Fair Market Value on the date of delivery equal to the aggregate
      exercise price of the Option or exercised portion thereof, including shares
      of
      Stock that would otherwise be issuable or transferable upon exercise of the
      Option, and/or (c) other property acceptable to the Administrator (including
      through the delivery of a notice that the Participant has placed a market sell
      order with a broker with respect to shares of Stock then issuable upon exercise
      of the Option, 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 Option
      exercise price; provided that payment of such proceeds is then made to the
      Company, at such time as may be required by the Company, but not later than
      the
      settlement of such sale), and the methods by which shares of Stock shall be
      delivered or deemed to be delivered to Participants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.5 Conditions
      to Issuance of Shares of Stock.
      The
      shares of Stock deliverable upon the exercise of the Option, or any portion
      thereof, may be either previously authorized but unissued shares of Stock or
      issued shares of Stock which have then been reacquired by the Company. The
      Company shall not be required to issue or deliver any shares of Stock
purchased
      upon the exercise of the Option or portion thereof prior to fulfillment of
      all
      of the following conditions:

    


    (a) The
      admission of such shares of Stock to listing on all stock exchanges on which
      such Stock is then listed;

    


    (b) The
      completion of any registration or other qualification of such shares of Stock
      under any state or federal law or under rulings or regulations of the Securities
      and Exchange Commission or of any other governmental regulatory body, which
      the
      Administrator shall, in its sole discretion, deem necessary or
      advisable;

    


    (c) The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Administrator shall, in its sole discretion,
      determine to be necessary or advisable;

    


    (d) The
      receipt by the Company of full payment for such shares of Stock, including
      payment of any applicable withholding tax, which may be in one or more of the
      forms of consideration permitted under Section 4.4 above; and

    


    (e) The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Administrator may from time to time establish for reasons of administrative
      convenience.

    


    4.6 Rights
      as Stockholder.
      The
      holder of the Option shall not be, nor have any of the rights or privileges
      of,
      a stockholder of the Company in respect of any shares of Stock purchasable
      upon
      the exercise of any part of the Option unless and until such shares of Stock
      shall have been issued by the Company to such holder (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company). No adjustment will be made for a dividend or other right
      for which the record date is prior to the date the
      shares of Stock are issued, except as provided in Section 7.1 of the Plan.
      

     

    ARTICLE
      V.

    


    OTHER
      PROVISIONS

    


    5.1 Administration.
      The
      Administrator shall have the power to interpret the Plan, the Grant Notice
      and
      this Option Agreement and to adopt such rules for the administration,
      interpretation and application of the Plan, the Grant Notice and this Option
      Agreement as are consistent therewith and to interpret, amend or revoke any
      such
      rules. All actions taken and all interpretations and determinations made by
      the
      Administrator in good faith shall be final and binding upon Participant, the
      Company and all other interested persons. No member of the Committee or the
      Board or any delegate thereof shall be personally liable for any action,
      determination or interpretation made in good faith with respect to the Plan,
      the
      Grant Notice or this Option Agreement.

    


    5.2 Option
      Not Transferable.

    


    (a) Subject
      to Section 5.2(b), no right or interest of Participant in the Option may be
      pledged, encumbered, or hypothecated to or in favor of any party other than
      the
      Company or a Subsidiary, or shall be subject to any lien, obligation, or
      liability of Participant to any other party other than the Company or a
      Subsidiary. Except as otherwise provided by the Administrator, the Option shall
      not be assigned, transferred, or otherwise disposed of by Participant other
      than
      by will or the laws of descent and distribution.

    


    (b) After
      the
      death of Participant, any exercisable portion of the Option may, prior to the
      time when the Option becomes unexercisable under Section 3.3 above, be exercised
      by Participant’s personal representative or by any person empowered to do so
      under the deceased Participant’s will or under then-applicable laws of descent
      and distribution.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.3 Adjustments.
      Participant acknowledges that the Option is subject to modification and
      termination upon the occurrence of certain events as provided in this Agreement
      and in Article 7 of the Plan.

     

    5.4 Notices.
      Any
      notice to be given in connection with the this Agreement to the Company shall
      be
      addressed to the Company in care of the Secretary of the Company at the address
      given beneath the signature of the Company’s authorized officer on the Grant
      Notice, and any notice to be given to Participant shall be addressed to
      Participant at the most current address on file with the Company’s Human
      Resources department. By a notice given pursuant to this Section 5.4, either
      party may hereafter designate a different address for notices to be given to
      that party. Any notice which is required to be given to Participant shall,
      if
      Participant is then deceased, be given to the person entitled to exercise his
      or
      her Option pursuant to Section 4.1 above. Any notice shall be deemed duly given
      on the date hand-delivered, on the day following deposit with a reputable
      overnight carrier, or two days after such notice is sent by certified mail
      (return receipt requested), in any case, to the addresses specified
      herein.

    


    5.5 Captions.
      Captions are provided herein for convenience only and are not to serve as a
      basis for interpretation or construction of this Agreement.

    


    5.6 Governing
      Law; Severability.
      The
      laws of the State of Nevada shall govern the interpretation, validity,
      administration, enforcement and performance of the terms of this Agreement
      without reference to the conflicts of laws principles thereof.

    


    5.7 Conformity
      to Securities Laws.
      Participant acknowledges that the Plan and the Option are intended to conform
      to
      the extent necessary with all applicable federal, state, local and foreign
      securities laws and any and all official interpretations, regulations and rules
      promulgated there under. Notwithstanding anything herein to the contrary, the
      Plan shall be administered, and the Option is granted and may be exercised,
      only
      in such a manner as conforms to such laws, rules and regulations. To the extent
      permitted by applicable law, the Plan and the Option shall be deemed amended
      to
      the extent necessary to conform to such laws, rules and
      regulations.

    


    


    5.8 Amendments,
      Suspension and Termination.
      Participant acknowledges that the Plan and the Option are subject to amendment,
      suspension and/or termination as provided in Article 10 of the
      Plan.

    


    5.9 Successors
      and Assigns.
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth
      in Section 5.2 above, this Agreement shall be binding upon Participant and
      his
      or her heirs, executors, administrators, successors and assigns.

    


    5.10 Notification
      of Disposition.
      If this
      Option is designated as an Incentive Stock Option, Participant shall give prompt
      notice to the Company of any disposition or other transfer of any shares of
      Stock acquired under this Agreement if such disposition or transfer is made
      (a)
      within two years after the applicable Grant Date, or (b) within one year after
      Participant exercises the Option. Such notice shall specify the date of such
      disposition or other transfer and the amount realized, in cash, other property,
      assumption of indebtedness or other consideration, by Participant in such
      disposition or other transfer.

    


    5.11 Limitations
      Applicable to Section 16 Persons.
      Notwithstanding any other provision of the Plan, the Grant Notice or this
      Agreement, if Participant is subject to Section 16 of the Exchange Act, then
      the
      Plan, the Grant notice and this Agreement shall be subject to any additional
      limitations set forth in any applicable exemptive rule under Section 16 of
      the
      Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
      are requirements for the application of such exemptive rule. To the extent
      permitted by applicable law, this Agreement shall be deemed amended to the
      extent necessary to conform to such applicable exemptive rule.

    


    5.12 Not
      a
      Contract of Employment.
      Nothing
      in this Agreement or in the Plan shall confer upon Participant any right to
      continue to serve as an employee or other service provider of the Company or
      any
      of its Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.13 Entire
      Agreement.
      The
      Plan, the Grant Notice and this Agreement (including all Exhibits thereto)
      constitute the entire agreement of the parties and supersede in their entirety
      all prior undertakings and agreements of the Company and Participant with
      respect to the subject matter hereof.

    


    5.14 Section
      409A.
      Without
      limiting the generality of Section 1.2 above, Section 11.14 of the Plan
      regarding Code Section 409A is hereby expressly incorporated by reference by
      reference into this Agreement.