Exhibit
      10.2

    


    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:

            	 	
              [__]
                Shares

            
	 	 	 
	
              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 decisions 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:

            	     
	 	 	 
	
              Address:

            	     
	 	
              Address:

            	    

	 	    
	 	 	    



    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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) “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.

     

    
      
        
        

      

      
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    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
      Service 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) The
      tenth
      anniversary of the Grant Date; 

    


    (b) 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;

    


    (c) The
      expiration of thirty days from the date of Participant’s Termination of Services
      unless such Termination of Services occurs by reason of Participant’s death or
      termination by the Company for cause;

     

    (d) The
      expiration of one year from the date of Participant’s Termination of Services by
      reason of Participant’s death; and

    


    (e) The
      commencement of business on the date of Participant’s Termination of Services by
      the Company for cause.

    


    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 thereunder. 

    


    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.

     

    
      
        
        

      

      
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    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 Share 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.
      

     

    
      
        
        

      

      
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    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 thereunder. 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.

     

    
      
        
        

      

      
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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
      into this Agreement.

     

    
      
        
        

      

      
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