EMPLOYMENT AND NON-COMPETE AGREEMENT



Exhibit 10.2
EMPLOYMENT AND NON-COMPETE AGREEMENT


THIS AGREEMENT is between AutoZone, Inc., a Nevada corporation and its
various subsidiaries (collectively "AutoZone"), and _____________________,
an individual ("Employee") dated as of ________________ ___, 200__ ("Effective
Date").

For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties are agreed as follows:

1.    Employment. AutoZone agrees to employ Employee
and Employee agrees to remain in the employment of AutoZone, or a subsidiary
or affiliate, until the expiration or earlier termination of this Agreement.

2.    Term. This agreement shall be effective
as of the Effective Date and shall continue until it is terminated pursuant
to Paragraph 8, 9, or 10.

3.    Salary. Employee shall receive a salary
from AutoZone as follows: During the term of this Agreement, Employee shall
receive annual compensation of dollars ($XXX,XXX.XX), subject to increases
as determined by the Compensation Committee of the Board of Directors ("Base
Salary"). The Base Salary amount shall be paid on a pro-rated basis for
all partial years based on a 364 day year. AutoZone reserves the right
to increase the Base Salary above the amounts stated above in its sole
discretion. All salary shall be paid at the same time and in the same manner
that AutoZone's other officers are paid.

4.    Bonus. During the term of this Agreement,
Employee shall receive a bonus up to ____% of his Base Salary in accordance
with policies and procedures established by AutoZone's Compensation Committee
and Board of Directors which shall be based upon the financial and operational
goals and objectives for the Employee and AutoZone established by the Compensation
Committee for each of AutoZone's fiscal years ("Target") in accordance
with AutoZone's Executive Incentive Compensation Plan. The Target is established
at the sole discretion of the Compensation Committee and Board of Directors
and is subject to review and revision at any time upon notification to
the Employee. All bonuses shall be paid at the same time and in the same
manner that AutoZone's other officers are paid.

5.    Duties. Employee shall serve as AutoZone's
Senior Vice President performing such duties as AutoZone's Board of Directors
may direct from time to time and as are normally associated with such a
position. AutoZone may, in its sole discretion, alter, expand or curtail
the services to be performed by Employee or position held by Employee from
time to time, without adjustment in compensation. Employee shall devote
his entire time and attention to AutoZone's business. During the term of
this Agreement, Employee shall not engage in any other business activity
that conflicts with his duties with AutoZone, regardless of whether it
is pursued for gain or profit. Employee may, however, invest his assets
in or serve on the Board of Directors of other companies so long as they
do not require Employee's services in the day to day operation of their
affairs and do not violate AutoZone's conflict of interest policy. Notwithstanding,
Employee may from time to time invest deminimus amounts in the publicly
traded stock of Competitors upon written approval of AutoZone's General
Counsel.

6.    Other Benefits. Other benefits to be received
by Employee from AutoZone shall be the ordinary benefits received by AutoZone's
other executive officers, which may be changed by AutoZone in its sole
discretion from time to time.

7.    Taxes. Employee understands that all salary,
bonus and other benefits will be subject to reduction for amounts required
to be withheld by law as taxes and otherwise.

8.    Termination by AutoZone.


(a) Without Cause. AutoZone may terminate this Agreement without
Cause at any time upon notice to Employee and Employee shall cease to be
an officer of AutoZone. In such event, Employee shall continue to be paid
his then current Base Salary (on a pro-rated basis in the same manner as
Employee is then receiving his base salary) until two years after the termination
date ("Continuation Period"). During the Continuation Period, Employee
shall not receive any bonus payments. During the Continuation Period, Employee
shall continue to be an employee of AutoZone or a subsidiary (on leave
of absence) available to perform such services as may be requested by the
Chief Executive Officer of AutoZone, and Employee's stock options shall
continue to vest and may be exercised in the manner set forth in the respective
stock option agreements until the end of the Continuation Period, at which
time Employee's employment with AutoZone shall be terminated and further
stock option exercise and vesting shall be governed by the terms of the
stock option agreement. During the Continuation Period, Employee shall
receive such other benefits as other employees of AutoZone, including,
but not limited to, health and life insurance, on the same terms and conditions.
AutoZone shall pay Employee a prorated bonus for the fiscal year in which
this Agreement is terminated pursuant to this paragraph calculated based
on the period of time elapsed during such fiscal year until this Agreement
is terminated and the formula established by the Compensation Committee
for officers for that fiscal year. Said bonus shall be paid when other
officer bonuses are paid for that fiscal year. AutoZone shall have no other
obligations other than those stated herein upon the termination of this
Agreement and Employee hereby releases AutoZone from any and all obligations
and claims except those as are specifically set forth herein.
(b) With Cause. AutoZone shall have the right to terminate this
Agreement and Employee's employment with AutoZone for Cause at any time.
Upon such termination for Cause, Employee shall have no right to receive
any compensation, salary, or bonus and shall immediately cease to receive
any benefits (other than those as may be required pursuant to the AutoZone
Pension Plan or by law) and any stock options shall be governed by the
respective stock option agreements in effect between the Employee and AutoZone
at that time. "Cause" shall mean the willful engagement by the Employee
in conduct which is demonstrably or materially injurious to AutoZone, monetarily
or otherwise. For this purpose, no act or failure to act by the Employee
shall be considered "willful" unless done, or omitted to be done, by the
Employee not in good faith and without reasonable belief that his action
or omission was in the best interest of AutoZone.
9.    Termination by Employee. Employee may terminate
this Agreement at anytime upon written notice to AutoZone. Upon such termination,
Employee's employment shall terminate and Employee shall cease to receive
any further salary, benefits, or bonus, and all stock options granted shall
be governed by the respective stock option agreement(s) between the Employee
and AutoZone.

10.    Termination by Employee upon a Change of Control.
Employee may terminate this Agreement upon a Change of Control of AutoZone
by giving written notice to AutoZone within sixty days of the occurrence
of a Change of Control. Upon giving such notice to AutoZone, Employees
employment shall terminate and Employee shall cease to receive any payments
or benefits pursuant this Agreement and all stock options held by Employee
shall be govern by the respective stock option agreement(s). Any of the
following events shall constitute a "Change of Control": (a) the acquisition
after the date hereof, in one or more transactions, of beneficial ownership
(as defined in Rule 13d-3(a)(1) under the Securities Exchange Act of 1934,
as amended ("Exchange Act")), by any person or entity or any group of persons
or entities who constitute a group (as defined in Section 13(d)(3) under
the Exchange Act) of any securities such that as a result of such acquisition
such person, entity or group beneficially owns AutoZone, Inc.'s then outstanding
voting securities representing 51% or more of the total combined voting
power entitled to vote on a regular basis for a majority of the board of
Directors of AutoZone, Inc. or (b) the sale of all or substantially all
of the assets of AutoZone (including, without limitation, by way of merger,
consolidation, lease or transfer) in a transaction where AutoZone or the
beneficial owners (as defined in Rule 13d-3(a)(1) under the Exchange Act)
of capital stock of AutoZone do not receive (i) voting securities representing
a majority of the total combined voting power entitled to vote on a regular
basis for the board of directors of the acquiring entity or of an affiliate
which controls the acquiring entity or (ii) securities representing a majority
of the total combined equity interest in the acquiring entity, if other
than a corporation; provided however, that the foregoing provisions of
this Paragraph 10 shall not apply to any transfer, sale or disposition
of shares of capital stock of AutoZone to any person or persons who are
affiliates of AutoZone on the date hereof.

11.    Effect of Termination. Any termination
of Employee's service as an officer of AutoZone shall be deemed a termination
of Employee's service on all boards and as an officer of all subsidiaries
of AutoZone.

12.    Non-Compete. Employee agrees that he will
not, for the period commencing on the termination date of this Agreement
pursuant to Paragraph 8 or 9 (whichever is applicable) of this Agreement
and ending on


(i) the date two years after said termination date of this Agreement
if either Employee voluntarily terminates this Agreement or this Agreement
is terminated by AutoZone for Cause or
(ii) the end of the Continuation Period if this Agreement is terminated
by AutoZone without Cause,
be engaged in or concerned with, directly or indirectly, any business related
to or involved in the retail sale of auto parts to "DIY" customers, or
the wholesale or retail sale of auto parts to commercial installers in
any state, province, territory or foreign country in which AutoZone operates
now or shall operate during the term set forth in this non-compete paragraph
(herein called "Competitor"), as an employee, director, consultant, beneficial
or record owner, partner, joint venturer, officer or agent of the Competitor.

The parties acknowledge and agree that the time, scope, geographic area
and other provisions of this Non-Compete section have been specifically
negotiated by sophisticated commercial parties and specifically hereby
agree that such time, scope, geographic area and other provisions are reasonable
under the circumstances and are in exchange for the obligations undertaken
by AutoZone pursuant to this Agreement.

Further, Employee agrees not to hire, for himself or any other entity,
encourage anyone or entity to hire, or entice away from AutoZone any employee
of AutoZone during the term of this non-compete obligation.

If at any time a court of competent jurisdiction holds that any portion
of this Non-Compete section is unenforceable for any reason, then Employee
shall forfeit his right to any further salary, bonus, stock option exercises,
or benefits from AutoZone during any Continuation Period. This Paragraph
12 shall not apply to a termination by Employee pursuant to Paragraph 10.

13.    Confidentiality. Unless otherwise required
by law, Employee shall hold in confidence any proprietary or confidential
information obtained by him during his employment with AutoZone, which
shall include, but not be limited to, information regarding AutoZone's
present and future business plans, vendors, systems, operations and personnel.
Confidential information shall not include information: (a) publicly disclosed
by AutoZone; (b) rightfully received by Employee from a third party without
restrictions on disclosure (c) approved for release or disclosure by AutoZone;
or (d) produced or disclosed pursuant to applicable laws, regulation or
court order. Employee acknowledges that all such confidential or proprietary
information is and shall remain the sole property of AutoZone and all embodiments
of such information shall remain with AutoZone.

14.    Breach by Employee. The parties further
agree that if, at any time, despite the express agreement of the parties
hereto, Employee violates the provisions of this Agreement by violating
the Non-Compete or Confidentiality sections, or by failing to perform his
obligations under this Agreement, Employee shall forfeit any unexercised
stock options, vested or not vested, and AutoZone may cease paying any
further salary or bonus. In the event of breach by Employee of any provision
of this Agreement, Employee acknowledges that such breach will cause irreparable
damage to AutoZone, the exact amount of which will be difficult or impossible
to ascertain, and that remedies at law for any such breach will be inadequate.
Accordingly, AutoZone shall be entitled, in addition to any other rights
or remedies existing in its favor, to obtain, without the necessity for
any bond or other security, specific performance and/or injunctive relief
in order to enforce, or prevent breach of any such provision.

15.    Death of Employee or Disability. If Employee
should die or become disabled (such that he is no longer capable of performing
his duties) during the term of this Agreement, then all salary and bonus
shall cease as of the date of his death or disability, all stock options
shall be governed by the terms of the respective stock option agreements,
and Employee shall receive disability or death benefits as may be provided
under AutoZone's then existing policies and procedures related to disability
or death of AutoZone employees.

16.    Waiver. Any waiver of any breach of this
Agreement by AutoZone shall not operate or be construed as a waiver of
any subsequent breach by Employee. No waiver shall be valid unless in writing
and signed by an authorized officer of AutoZone.

17.    Assignment. Employee acknowledges that
his services are unique and personal. Accordingly, Employee shall not assign
his rights or delegate his duties or obligations under this Agreement.
Employee's rights and obligations under this Agreement shall inure to the
benefit of and be binding upon AutoZone successors and assigns. AutoZone
may assign this Agreement to any wholly-owned subsidiary operating for
the use and benefit of AutoZone.

18.    Entire Agreement. This Agreement contains
the entire understanding of the parties related to the matters discussed
herein. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.

19.    Jurisdiction. This Agreement shall be governed
and construed by the laws of the State of Tennessee, without regard to
its choice of law rules. The parties agree that the only proper venue for
any dispute under this Agreement shall be in the state or federal courts
located in Shelby County, Tennessee.

20.    Survival. Sections 8, 12, 13, 14 and 19
of this Agreement shall survive any termination of this Agreement or Employee's
employment with AutoZone (including, without limitation termination pursuant
to Paragraphs 8, 9, or 10).

IN WITNESS WHEREOF, the respective parties execute this Agreement.

AUTOZONE, INC.                                       
                 
Employee

By:_____________________                                      
 
_____________________________

                                         
                                          
    
Employee

Title:____________________

                                         
                                          
   
Date:  ________________________

By:_____________________

Title:____________________


Schedule 1


                                          
    
Date of                    
Base                     
Possible Bonus

Name of Officer        
Employment Agreement        Salary                      
Percentage

Brett D. Easley          
November 16, 2000            
$240,000.00                
60%

Robert D. Olsen         November
9, 2000              
$285,000.00                
60%