AutoZone, Inc.

 

 

Executive Deferred Compensation Plan





TABLE OF CONTENTS


ARTICLE I INTRODUCTION

I.1 Name of Plan
I.2 Purposes of Plan

I.3 "Top Hat" Pension Benefit Plan.

I.4 Funding

I.5 Effective Date

I.6 Administration

ARTICLE II DEFINITIONS AND CONSTRUCTION
II.1 Definitions

II.2 Number and Gender

II.3 Headings

ARTICLE III PARTICIPATION AND ELIGIBILITY
III.1 Participation

III.2 Commencement of Participation

III.3 Cessation of Active Participation

ARTICLE IV DEFERRALS AND MATCHING CREDITS
IV.1 Deferrals by Participants

IV.2 Matching Credits

IV.3 Effective Date of Executive Deferred Compensation Agreement

IV.4 Modification or Revocation of Election by Participant

ARTICLE V DEFINED BENEFIT
V.1 Defined Benefit Accruals

V.2 Service Credit

ARTICLE VI VESTING, DEFERRAL PERIODS AND EARNINGS ELECTION
VI.1 Vesting

VI.2 Deferral Periods

VI.3 Earnings Elections

ARTICLE VII ACCOUNTS
VII.1 Establishment of Bookkeeping Accounts

VII.2 Subaccounts

VII.3 Hypothetical Nature of Accounts

ARTICLE VIII PAYMENT OF ACCOUNT
VIII.1 Timing of Distribution of Benefits

VIII.2 Adjustment for Investment Gains and Losses Upon Distribution

VIII.3 Form of Payment or Payments

VIII.4 Defined Benefit Accrual Payments

VIII.5 Designation of Beneficiaries

VIII.6 Unclaimed Benefits

VIII.7 Hardship Withdrawals

ARTICLE IX ADMINISTRATION
IX.1 Administrative Committee

IX.2 General Powers of Administration

IX.3 Indemnification of Administrative Committee

ARTICLE X DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION
X.1 Claims

X.2 Claim Decision

ARTICLE XI MISCELLANEOUS
XI.1 Not Contract of Employment

XI.2 Non-Assignability of Benefits

XI.3 Withholding

XI.4 Amendment and Termination

XI.5 No Trust Created

XI.6 Unsecured General Creditor Status Of Employee

XI.7 Severability

XI.8 Governing Laws

XI.9 Binding Effect

XI.10 Entire Agreement




ARTICLE I
INTRODUCTION


I.1 Name of Plan.
AutoZone, Inc. (the "Company") hereby adopts the AutoZone, Inc. Executive
Deferred Compensation Plan (the "Plan").

I.2 Purposes of Plan.

The purposes of the Plan are to provide certain eligible employees of
the Company the opportunity to defer elements of their compensation which
might not otherwise be deferrable under other Company plans, including
the AutoZone 401(k) Plan, and to receive the benefit of additions to their
deferral comparable to those obtainable under the AutoZone 401(k) Plan
in the absence of certain restrictions and limitations in the Internal
Revenue Code. In addition the Plan is intended to provide benefits in addition
to those provided by the AutoZone, Inc. Pension Plan which are limited
due to certain restrictions and limitations in the Internal Revenue Code.

I.3 "Top Hat" Pension Benefit Plan.

The Plan is an "employee pension benefit plan" within the meaning of
ERISA. The Plan is maintained, however, for a select group of management
or highly compensated employees and, therefore, it is intended that the
Plan is exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not
intended to qualify under Code section 401(a).

I.4 Funding.

The Plan is unfunded. All benefits will be paid from the general assets
of the Company.

I.5 Effective Date.

The Plan is effective as of the date adopted by AutoZone, Inc.

I.6 Administration.

The Plan shall be administered by the Administrative Committee.

 

 



ARTICLE II
DEFINITIONS AND CONSTRUCTION


II.1 Definitions.
For purposes of the Plan, the following words and phrases shall have
the respective meanings set forth below, unless their context clearly requires
a different meaning:

 

(a) Account" means the bookkeeping account maintained by the Company
on behalf of each Participant pursuant to Article VI that is credited with
Base Salary Deferrals. Bonus Deferrals and Matching Credits made by the
Company on behalf of each Participant pursuant to Article IV, and the earnings
and losses on such amounts as determined in accordance with Article V.
As of any Valuation Date, a Participant's Defined Contribution Benefit
under the Plan shall be equal to the amount credited to his Account as
of such date.
(b) "Administrative Committee" means the Compensation Committee of the
Board of Directors.

(c) "Base Salary" means the base rate of cash compensation paid by the
Company to or for the benefit of a Participant for services rendered or
labor performed while a Participant, including base pay a Participant could
have received in cash in lieu of (A) deferrals pursuant to Section 4.1
and (B) contributions made on his behalf to any qualified plan maintained
by the Company or to any cafeteria plan under section 125 of the Code maintained
by the Company.

(d) "Base Salary Deferral" means the amount of a Participant's Base
Salary which the Participant elects to have withheld on a pre-tax basis
from his Base Salary and credited to his Account pursuant to Section 4.1.

(e) "Beneficiary" means the person or persons designated by the Participant
in accordance with Section 7.4.

(f) "Bonus Compensation" means the amount awarded to a Participant for
a Plan Year under any bonus plan maintained by the Company.

(g) "Bonus Deferral" means the amount of a Participant's Bonus Compensation
which the Participant elects to have withheld on a pre-tax basis from his
Bonus Compensation and credited to his account pursuant to Section 4.1.

(h) "Change In Control" means the happening of any of the following
events:





(i) An acquisition by an individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13 d-3 promulgated under the Exchange Act) of 20% or
more of either (1) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (2) the combined voting power
of the then outstanding voting securities of the Company entitled to Vote
generally in the election of directors (the "Outstanding Company Voting
Securities"): provided, however, that the following acquisitions shall
not constitute a Change of Control: (A) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a conversion
privilege), (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any of its affiliated companies or (D) any acquisition of
the Company by any corporation pursuant to a reorganization, merger, consolidation,
if, following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of subsection (iii) of this Section
2.1(g) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the Board (the
Incumbent Board") cease for any reason to constitute at least a majority
of the Board, provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or







(iii) Approval by the shareholders of the Company of a reorganization,
merger or consolidation, in each case, unless, following such reorganization,
merger of consolidation, (i) all or substantially all of the individuals
and entities who were beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting. Securities immediately
prior to such reorganization, merger or consolidation beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such reorganization,
merger or consolidation of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person (excluding
the Company and any employee benefit plan (or related trust) of the Company
or of the corporation resulting from such reorganization, merger or consolidation
and any Person beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of the corporation resulting
from such reorganization, merger, or consolidation or the combined voting
power of the then outstanding voting securities of such corporation and
(3) at least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation:
or






(iv) The approval by the shareholders of the Company of (1) a complete
liquidation or dissolution of the Company or (2) the sale or other disposition
of all or substantially all of the assets of the Company; excluding, however,
such a sale or other disposition to a corporation, with respect to which
following such sale or other disposition, (A) more than 60% of, respectively,
the outstanding shares of common stock of such corporation and the combined
voting power of the outstanding voting securities of such corporation entitled
to vote generally in the election of directors will be beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such sale or other disposition in substantially the same proportions
as their ownership, immediately prior to such sale or other disposition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (other than the Company and
any employee benefit plan (or related trust) of the Company or of such
corporation and any Person beneficially owning, immediately prior to such
sale or other disposition, 20% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) then
beneficially owns, directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(C) individuals who were members of the Incumbent Board will constitute
at least a majority of the members of the board of directors of such corporation.

 

(i) "Code" means the Internal Revenue Code of 1986, as amended.
(j) "Company" means AutoZone, Inc. and its direct and indirect subsidiaries,
as designated from time to time by the Compensation Committee of the Board
of Directors of AutoZone, Inc.

(k) "Compensation" shall include only a Participant's Base Salary and
Bonus Compensation. Severance Pay and non-cash compensation shall not be
included. Compensation shall not be limited by Code § 401(a)(17).
For purposes of computing the Pension Excess Benefit, a Participant's Compensation
calculation shall disregard any effect of excluding voluntary salary or
bonus deferrals to a nonqualified, unfunded plan of deferred compensation.

(l) "Deferral Period" means the period of time for which a Participant
elects to defer receipt of the Base Salary Deferrals, and Bonus Deferrals
credited to such Participant's Account and shall be either the Retirement
Date, a period of years as specified in Section 5.2 or upon a Change In
Control. Deferral Periods shall be measured on the basis of Plan Years,
beginning with the Plan Year that commences immediately following the Plan
Year for which the applicable Base Salary Deferrals, and Bonus Deferrals
are credited to the Participant's Account.

(m) "Executive Deferred Compensation Agreement" means the written agreement
entered into between the Company and a Participant pursuant to which the
Participant elects the amount of his Base Salary and/or his Bonus Compensation
to be deferred into the Plan and the Deferral Period, the deemed investment
and the form of payment for such amounts.

(n) "Directors" means the Board of Directors of the Company.

(o) "Effective Date" means January l, 2000.

(p) "Employee" means any common-law employee of the Company.

(q) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

(r) "401(k) Plan" means the AutoZone 401(k) Plan.

(s) Participant" means each Employee who has been selected for participation
in the Plan and who has become a Participant pursuant to Article III.

(t) "Plan" means the AutoZone, Inc. Executive Deferred Compensation
Plan, as amended from time to time.





(u) "Plan Year" means the twelve-consecutive month period commencing
January 1 of each year ending on December 31.
(v) "Retirement Date" means the date the Participant is eligible for
and retires under any qualified retirement plan maintained by the Company.

(w) "Valuation Date" means the last business day of each calendar month
and each special valuation date designated by the Administrative Committee.

(x) "Pension Plan" means the AutoZone, Inc. Pension Plan.

(y) "Defined Benefit Accrual" means the amounts accrued to a Participant
pursuant to Article V.

(z) "Defined Contribution Benefit" means the amounts accrued to a Participant
pursuant to Article IV.

 

 

II.2 Number and Gender.

Wherever appropriate herein, words used in the singular shall be considered
to include the plural and words used in the plural shall be considered
to include the singular. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender.

II.3 Headings.

The headings of Articles and Sections herein are included solely for
convenience, and if there is any conflict between such headings and the
test of the Plan, the text shall control.

 



ARTICLE III
PARTICIPATION AND ELIGIBILITY


III.1 Participation.
Participants in the Plan are those Employees who are (a) subject to
the income tax laws of United States, (b) determined by the Company to
be members of a select group of highly compensated or management Employees
of the Company, and (c) selected by the Administrative Committee, in its
sole discretion, as Participants. The Administrative Committee shall notify
each Participant of his selection as a Participant. Subject to the provisions
of Section 3.3 a Participant shall remain eligible to continue participation
in the Plan for each Plan Year following his initial year of participation
in the Plan, provided the Participant continues to satisfy Sections 3.1(a)
and (b) above.



III.2 Commencement of Participation.
An Employee shall become a Participant effective as of the date the
Administrative Committee determines, which date shall be on or after the
date his Executive Deferred Compensation Agreement becomes effective. Newly
eligible employees must make deferral elections during the first 30 days
after becoming eligible.

III.3 Cessation of Active Participation.

Notwithstanding any provision herein to the contrary, an individual
who has become a Participant in the Plan shall cease to be a Participant
hereunder effective as of any date designated by the Administrative Committee.

 



ARTICLE IV
DEFERRALS AND MATCHING CREDITS


IV.1 Deferrals by Participants.
At least thirty days preceding the first day of each Plan Year (or the
remaining portion thereof for an Employee who commences participation in
the Plan other than on the first day of a Plan Year), a Participant may
file with the Administrative Committee an Executive Deferred Compensation
Agreement pursuant to which such Participant elects to make Base Salary
Deferrals and/or Bonus Deferrals. The Participant's Base Salary Deferrals
and Bonus Deferrals shall not exceed twelve percent (12%) of the Participant's
Compensation, minus the Participant's elective deferrals under the 401(k)
Plan. Base Salary Deferrals and Bonus Deferrals shall not be limited by
Code § 402(g), or Code § 401(k) or Code § 401(m), or Code
§ 415(c). Any such Participant election shall be subject to any maximum
or minimum percentage or dollar amount limitations and to any other rules
prescribed by the Administrative Committee in its sole discretion. Base
Salary Deferrals will be credited to the Account of each Participant as
of the last day of each calendar month, provided that such Participant
is an Employee on the last day of such calendar month. A Participant whose
employment terminates during the calendar month shall be paid the amount
of his Base Salary Deferrals for such month in cash. Bonus Deferrals will
be credited to the Account of each Participant as of the day of the month
in which such Bonus Compensation otherwise would have been paid to the
Participant in cash, provided that the Participant is an Employee on the
payment date. If a Participant fails to file a new Executive Compensation
Agreement or revoke a prior Executive Compensation Agreement, the latest
Executive Compensation Agreement on file with the Committee shall remain
in effect for each Plan Year subsequent to its filing.

IV.2 Matching Credits.



In addition to Base Salary Deferrals and Bonus Deferrals, the Company
shall credit to the Participant's Account an amount equal to the Matching
Contribution that would be made to the Participants Matching Contributions
Account under the 401(k) Plan with respect to the Participant's Compensation
(as defined in this Plan) without regard to any limitations imposed by
Code § 401(a)(17), Code § 401(k), Code § 401(m) or Code
§ 415(c), less the amount of Matching Contribution made to the Participant's
Matching Contribution Account in the 401(k) Plan.

                   
IV.3 Effective Date of Executive Deferred Compensation Agreement.
A Participant's initial Executive Deferred Compensation Agreement
shall be effective as of the first payroll period after the date the Participant
commences participation in the Plan. Each subsequent Executive Deferred
Compensation Agreement shall become effective on the first day of the Plan
Year to which it relates. If a Participant fails to complete an Executive
Deferred Compensation Agreement on or before the date the Participant commences
participation in the Plan or the first day of any Plan Year, the Participant
shall be deemed to have elected not to make Base Salary Deferrals and/or
Bonus Deferrals for such Plan Year (or remaining portion thereof if the
Participant enters the Plan other than on the first day of a Plan Year).
IV.4 Modification or Revocation of Election by Participant.

A Participant may not change the amount of his Base Salary Deferrals
or Bonus Deferrals during a Plan Year. However, a Participant may discontinue
a Base Salary Deferral or Bonus Deferral election at any time by filing,
on such forms and subject to such limitations and restrictions as the Administrative
Committee may prescribe in its discretion, a revised Executive Deferred
Compensation Agreement with the Administrative Committee. If approved by
the Administrative Committee, revocation shall take effect as of the first
payroll period next following its filing. A Participant who discontinues
a Base Salary Deferral or Bonus Deferral election during a Plan Year will
not be permitted to elect to make Base Salary Deferrals or Bonus Deferrals
again until the next Plan Year. Under no circumstances may a Participant's
Executive Deferred Compensation Agreement be made, modified or revoked
retroactively. A Participant' s Executive Deferred Compensation Agreement
shall remain in effect in the event of a Change in Control.

 



ARTICLE V
DEFINED BENEFIT


V.1 Defined Benefit Accruals.
A Participant shall accrue, each Plan Year, a benefit under this Plan
equal to the benefit the Participant would accrue under the Pension Plan
for such Plan Year absent the effect of Code § 401(a)(17) and Code
§ 415(b), less the benefit accrued under the Pension Plan for such
Plan Year.

V.2 Service Credit.

The Administrative Committee shall determine the service to be credited
to the Participant for purposes of calculating the Defined Benefit Accrual
provided by Section 5.1 of this Plan. Such service may only include, service
for the Company or service for a prior employer that is related or formerly
related to the Company.

 



ARTICLE VI
VESTING, DEFERRAL PERIODS AND EARNINGS ELECTION


VI.1 Vesting.
A Participant shall be 100% vested in his Account at all times.

VI.2 Deferral Periods.

A Deferral Period may be for any period of five (5) years, or ten (10)
years or any period of one (l) year or more after the Participant has completed
one (l) year of participation, or more, and may not end later than the
year in which the Participant attains age 70. A Participant must specify
on the Executive Deferred Compensation Agreement the Deferral Period for
the Base Salary Deferrals, and Bonus Deferrals to be made to the Plan for
the Plan Year (or the remaining portion thereof for a Participant who enters
the Plan other than on the first day of a Plan Year) to which the Executive
Deferred Compensation Agreement relates, subject to certain rules as determined
by the Administrative Committee from time to time. A Participant may change
an election of a Deferral Period at any time prior to the first day of
the calendar year in which payments are to commence.

 



VI.3 Earnings Elections.
Amounts credited to a Participant's Account shall he credited with earnings
and losses based on hypothetical investment directions made by the Participant,
in accordance with investment options and procedures adopted by the Administrative
Committee from time to time. Any amounts credited to a Participant's Account
with respect to which a Participant does not provide investment direction
shall be credited with earnings in an amount determined by the Administrative
Committee in its sole discretion. A Participant's Account shall be adjusted
as of each Valuation Date to reflect investment gains and losses.

 



ARTICLE VII
ACCOUNTS


VII.1 Establishment of Bookkeeping Accounts.
A separate bookkeeping account shall be maintained for each Participant.
Such account shall he credited with the Participant's Base Salary Deferrals,
Bonus Deferrals and Matching Credits and credited (or charged, as the case
may be) with the hypothetical investment results determined pursuant to
Section 6.3. A separate bookkeeping account shall also be maintained for
each Participant's Defined Benefit Accruals, but shall not be adjusted
for hypothetical or actual investment results.

VII.2 Subaccounts.

Separate subaccounts shall be maintained to the extent necessary for
the administration of the Plan. For example, it may be necessary to maintain
separate subaccounts where the Participant has specified different Deferral
Periods, methods of payment or investment directions with respect to Base
Salary Deferrals, and Bonus Deferrals for different Plan Years.

VII.3 Hypothetical Nature of Accounts.



The account established under this Article VI shall be hypothetical
in nature and shall be maintained for bookkeeping purposes only so that
earnings and losses on the Base Salary Deferrals, Bonus Contributions and
Matching Credits made to the Plan can be credited (or charged, as the case
may be). Neither the Plan nor any of the accounts (or subaccounts) established
hereunder shall hold any actual funds or assets. The right of any person
to receive one or more payments under the Plan shall be an unsecured claim
against the general assets of the Company. Any liability of the Company
to any Participant, former Participant, or Beneficiary with respect to
a right to payment shall be based solely upon contractual obligations created
by the Plan. Neither the Company, the Directors, nor any other person shall
be deemed to be a trustee of any amounts to be paid under the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and a Participant or any other Person.


ARTICLE VIII
PAYMENT OF ACCOUNT


VIII.1 Timing of Distribution of Benefits.
Distribution of a Participant's Account shall be made or commence as
soon as practicable following the date the Deferral Period for such amounts
ends. Notwithstanding the foregoing, the Participant's entire Account shall
be distributed to him (or his Beneficiary in the event of his death) as
soon as practicable following the earliest to occur of the following: (i)
the Participant's death; (ii) the Participant's permanent disability (as
defined in the Company's long-term disability program; or (iii) the Participant's
termination of employment.

VIII.2 Adjustment for Investment Gains and Losses Upon Distribution.

Upon a distribution pursuant to this Article VII, the balance of a Participant's
Account shall be determined as of the Valuation Date immediately preceding
the date of the distribution to be made and shall be adjusted for investment
gains and losses which have accrued to the date of distribution but which
have not been credited to his Account.

VIII.3 Form of Payment or Payments.

The Participant's Account shall be distributed in accordance with the
form of payment elected by the Participant on the Executive Deferred Compensation
Agreement to which such amounts relate. The form of payment with respect
to amounts and the earnings credited thereon may be in any of the following
forms:

 

(a) In the event of distribution after the expiration of the Deferral
Period, distribution may be made in a lump sum, or in installment payments
for a period not to exceed fifteen years;
(b) In the event of distribution after the Participant's death or permanent
disability, distribution shall be made in a lump sum:

(c) In the event of distribution after termination of employment other
than by reason of death or disability, distribution shall be made in a
lump sum if the value of the Participant's Account is Fifty Thousand Dollars
($50,000) or less, and shall be made as follows, if the Account exceeds
Fifty Thousand Dollars ($50,000):





(i) the sum of Fifty Thousand Dollars ($50,000) shall be distributed
in a lump sum; and
(ii) the remaining balance shall be distributed in annual installments
of at least Five Thousand Dollars ($5,000) over a period of up to five
(5) years.

 



Installment payments shall be paid annually on the first business day of
January of each Plan Year as elected by the Participant on the Executive
Deferred Compensation Agreement. Each installment payment shall be determined
by multiplying the amounts to be distributed by a fraction, the numerator
of which is one and the denominator of which is the number of remaining
installment payments to be made to Participant. Anything contained herein
to the contrary notwithstanding, total distribution of a Participant's
Account must be made by the date such Participant attains age 85.

Upon termination of a Participant's employment following a Change in
Control (unless elected as a Deferral Period in the Executive Deferred
Compensation Agreement), a Participant's Account shall be distributed as
described in 8.3(c)(1) and (2) above in five (5) annual installments with
the first installment payment to begin commencing no later than ninety
(90) days after the Participant's employment is terminated. However, such
Participant or Beneficiary, as the case may be, may apply to the Administrative
Committee for payment of installments over a shorter period of time, including
the right to distribute the entire Account in a lump sum payment.

VIII.4 Defined Benefit Accrual Payments.

Payment of Defined Benefit Accruals shall be in the form elected by
the Participant for payment of benefits under the Pension Plan.

VIII.5 Designation of Beneficiaries.

Each Participant shall have the right to designate the beneficiary or
beneficiaries to receive payment of his benefit in the event of his death.
A beneficiary designation shall be made by executing the beneficiary designation
form prescribed by the Administrative Committee and filing the same with
the Administrative Committee. Any such designation may be changed at any
time by execution of a new designation in accordance with this Section.
If no such designation is on file with the Administrative Committee at
the time of the death of the Participant or such designation is not effective
for any reason as determined by the Administrative Committee, then the
designated beneficiary or beneficiaries to receive such benefit shall be
the Participant's surviving spouse, if any, or if none, the Participant's
executor or administrator, or his heirs at law if there is no administration
of such Participant's estate.



VIII.6 Unclaimed Benefits.
In the case of a benefit payable on behalf of such Participant, if the
Administrative Committee is unable to locate the Participant or beneficiary
to whom such benefit is payable, such benefit may be forfeited to the Company,
upon the Administrative Committee's determination. Notwithstanding the
foregoing, if subsequent to any such forfeiture the Participant or beneficiary
to whom such benefit is payable makes a valid claim for such benefit, such
forfeited benefit shall be paid by the Company or restored to the Plan
by the Company.

VIII.7 Hardship Withdrawals.

A Participant may apply in writing to the Administrative Committee for,
and the Administrative Committee may permit, a hardship withdrawal of all
or any part of a Participant's Account if the Administrative Committee,
in its sole discretion, determines that the Participant has incurred a
severe financial hardship resulting from a sudden and unexpected illness
or accident of the Participant or of a dependent (as defined in section
1 52(a) of the Code) of the Participant, loss of the Participant's property
due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, as
determined by the Administrative Committee, in its sole and absolute discretion.
The amount that may be withdrawn shall be limited to the amount reasonably
necessary to relieve the hardship or financial emergency upon which the
request is based, plus the federal and state taxes due on the withdrawal,
as determined by the Administrative Committee. The Administrative Committee
may require a Participant who requests a hardship withdrawal to submit
such evidence as the Administrative Committee, in its sole discretion,
deems necessary or appropriate to substantiate the circumstances upon which
the request is based.

 



ARTICLE IX
ADMINISTRATION


IX.1 Administrative Committee.
The Plan shall be administered by an Administrative Committee appointed
by the Board of Directors. The Administrative Committee shall be responsible
for the general operation and administration of the Plan and for carrying
out the provisions thereof. The Administrative Committee may delegate to
others certain aspects of the management and operational responsibilities
of the Plan including the employment of advisors and the delegation of
ministerial duties to qualified individuals, provided that such delegation
is in writing.



IX.2 General Powers of Administration.
The Administrative Committee shall have all powers necessary or appropriate
to enable it to carry out its administrative duties. Not in limitation,
but in application of the foregoing, the Administrative Committee shall
have the duty and power to interpret the Plan and determine all questions
that may arise hereunder as to the status and rights of Employees, Participants,
and Beneficiaries. The Administrative Committee may exercise the powers
hereby granted in its sole and absolute discretion. No member of the Administrative
Committee shall be personally liable for any actions taken by the Administrative
Committee unless the member's action involves willful misconduct.

IX.3 Indemnification of Administrative Committee.

The Company shall indemnify, hold harmless, and defend the members of
the Administrative Committee against any and all claims, losses, damages,
expenses, including attorney's fees, incurred by them, and any liability,
including any amounts paid in settlement with their approval arising from
their action or failure to act, except when the same is judicially determined
to be attributable to their gross negligence or willful misconduct.

 



ARTICLE X
DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND ADMINISTRATION


X.1 Claims.
A person who believes that he is being denied a benefit to which he
is entitled under the Plan (hereinafter referred to as a "Claimant") may
file a written request for such benefit with the Administrative Committee,
setting forth his claim, The request must be addressed to the Administrative
Committee at the Company at its then principal place of business.

X.2 Claim Decision.

Upon receipt of a claim, the Company shall advise the Claimant that
a reply will be forthcoming within ninety (90) days and shall, in fact,
deliver such reply within such period. The Company may, however, extend
the reply period for an additional ninety (90) days for reasonable cause.

 



ARTICLE XI
MISCELLANEOUS


XI.1 Not Contract of Employment.
The adoption and maintenance of the Plan shall not be deemed to be a
contract between the Company and any person or to be consideration for
the employment of any person.

Nothing herein contained shall be deemed to give any person the right
to be retained in the employ of the Company or to restrict the right of
the Company to discharge any person at any time nor shall the Plan be deemed
to give the Company the right to require any person to remain in the employ
of the Company or to restrict any person's right to terminate his employment
at any time.

XI.2 Non-Assignability of Benefits.

No Participant, Beneficiary or distributee of benefits under the Plan
shall have any power or right to transfer, assign, anticipate, hypothecate
or otherwise encumber any part or all of the amounts payable hereunder,
which are expressly declared to be unassignable and nontransferable. Any
such attempted assignment or transfer shall be void. No amount payable
hereunder shall, prior to actual payment thereof, be subject to seizure
by any creditor of any such Participant, Beneficiary or other distributee
for the payment of any debt judgment or other obligation, by a proceeding
at law or in equity, nor transferable by operation of law in the event
of the bankruptcy, insolvency or death of such Participant, Beneficiary
or other distributee hereunder.

XI.3 Withholding.

All deferrals and payments provided for hereunder shall be subject to
applicable withholding and other deductions as shall be required of the
Company under any applicable local, state or federal law.

XI.4 Amendment and Termination.

The Company may from time to time, in its discretion, amend, in whole
or in part, any or all of the provisions of the Plan: provided, however,
that no amendment may be made that would impair the rights of a Participant
with respect to amounts already allocated to his Account. The Company may
terminate the Plan at any time. In the event that the Plan is terminated,
the balance in a Participant's Account shall be paid to such Participant
or his Beneficiary in a single cash lump sum, in full satisfaction of all
such Participant's or Beneficiary's benefits hereunder.



XI.5 No Trust Created.
Nothing contained in this Agreement, and no action taken pursuant to
its provisions by either party hereto, shall create, nor be construed to
create, a trust of any kind or a fiduciary relationship between the Company
and the Participant, his beneficiary, or any other person.

XI.6 Unsecured General Creditor Status Of Employee.

The payments to Participant, his Beneficiary or any other distributee
hereunder shall he made from assets which shall continue, for all purposes,
to be a part of the, general, unrestricted assets of the Company; no person
shall have nor acquire any interest in any such assets by virtue of the
provisions of this Agreement. The Company's obligation hereunder shall
be an unfunded and unsecured promise to pay money in the future. To the
extent that the Participant Beneficiary or other distributee acquires a
right to receive payments from the Company under the provisions hereof,
such right shall be no greater than the right of any unsecured general
creditor of the Company: no such person shall have nor require any legal
or equitable right, interest or claim in or to any property or assets of
the Company.

In the event that, in its discretion, the Company purchases an insurance
policy, or policies insuring the life of the Employee (or any other property)
to allow the Company to recover the cost of providing the benefits, in
whole, or in part, hereunder, neither the Participant, Beneficiary or other
distributee shall have nor acquire any rights whatsoever therein or in
the proceeds therefrom. The Company shall be the sole owner and beneficiary
of any such policy or policies and, as such, shall possess and, may exercise
all incidents of ownership therein. No such policy, policies or other property
shall be held in any trust for a Participant, Beneficiary or other distributee
or held as collateral security for any obligation of the Company hereunder.

XI.7 Severability.

If any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining provisions
hereof; instead, each provision shall be fully severable and the Plan shall
be construed and enforced as if said illegal or invalid provision had never
been included herein.

XI.8 Governing Laws.

All provisions of the Plan shall be construed and enforced in accordance
with the laws of the State of Tennessee, and in the courts situated in
that State.



XI.9 Binding Effect.
This Plan shall be binding on each Participant and his heirs and legal
representatives and on the Company and its successors and assigns.

XI.10 Entire Agreement.

This document and any amendments contain all the terms and provisions
of the Plan and shall constitute the entire Plan, any other alleged terms
or provisions being of no effect.

IN WITNESS WHEREOF, the Company has caused this Plan to be properly
executed on

the 1st day of December, 1999.

 
	ATTEST:

 


Title:
	AUTOZONE, INC.

 

 
By: /s/ Harry L. Goldsmith

Title: Senior Vice President









TRUST UNDER THE AUTOZONE, INC.

EXECUTIVE COMPENSATION PLAN

        This Agreement made this
day of , by and between AUTOZONE, INC. (Company) and the AutoZone, Inc.
Executive Deferred Compensation Administrative Committee (Trustee):

        WHEREAS, Company has adopted
the AutoZone, Inc. Executive Deferred Compensation Plan (the "Plan").

        WHEREAS, Company has incurred
or expects to incur liability under the terms of such Plan(s) with respect
to the individuals participating in the Plan;

        WHEREAS, Company wishes to
establish a trust (hereinafter called "Trust") and to contribute to the
Trust assets that shall be held therein, subject to the claims of Company's
creditors in the event of Company's Insolvency, as herein defined, until
paid to Plan participants and their beneficiaries in such manner and at
such time as specified in the Plan.

        WHEREAS, it is the intention
of the parties that this Trust shall constitute an unfunded arrangement
and shall not affect the status of the Plan as an unfunded plan maintained
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974.

        WHEREAS, it is the intention
of Company to make contributions to the Trust to provide itself with a
source of funds to assist it in the meeting of its liabilities under the
Plan.

        NOW, THEREFORE, the parties
do hereby establish the Trust and agree that the Trust shall be comprised,
held and disposed of as follows:

Section 1. Establishment of Trust

(a) Company hereby deposits with Trustee in trust the sum of Ten and
00/100 Dollars ($10.00), which shall become the principal of the Trust
to be held, administered and disposed of by Trustee as provided in this
Trust Agreement.
(b) The Trust hereby established is revocable by Company; it shall become
irrevocable upon a Change of Control, as defined herein.



(c) The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, Part 1, subchapter J,
Chapter l, subtitle A of the Internal Revenue Code of l 986, as amended,
and shall be construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as
herein set forth Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets
of the Trust Any rights created under the Plan(s) and this Trust Agreement
shall be mere unsecured contractual rights of Plan participants and their
beneficiaries against Company. Any assets held by the Trust will be subject
to the claims of Company's general creditors under federal and state law
in the event of Insolvency, as defined in Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property in trust with
Trustee to augment the principal to be held, administered and disposed
of by Trustee as provided in this Trust Agreement. Neither Trustee nor
any Plan participant or beneficiary shall have any right to compel such
additional deposits.

(f) Within thirty (30) days following the end of each Plan Year ending
after the Trust has become irrevocable pursuant to Section l(b) hereof,
Company shall be required to irrevocably deposit additional cash or other
property to the Trust in an amount sufficient to pay each Plan participant
or beneficiary the benefits payable pursuant to the terms of the Plan as
of the close of such Plan year(s).

 

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Plan participant
(and his or her beneficiaries), that provides a formula or other instructions
acceptable to Trustee for determining the amounts so payable, the form
in which such amount is to be paid (as provided for or available under
the Plan(s), and the time of commencement for payment of such amounts.
Except as otherwise provided herein, Trustee shall make payments to the
Plan participants and their beneficiaries in accordance with such Payment
Schedule. The Trustee shall make provision for the reporting and withholding
of any federal, state or local taxes that may be required to be withheld
with respect to the payment of benefits pursuant to the terms of the Plan(s)
and shall pay amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid by Company.


(b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan(s) shall be determined by Company or such party
as it shall designate under the Plan(s), and any claim for such benefits
shall be considered and reviewed under the procedures set out in the Plan(s).
(c) Company may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan(s).
Company shall notify Trustee of its decision to make payment of benefits
directly prior to the time amounts are payable to participants or their
beneficiaries. In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in accordance
with the terms of the Plan(s), Company shall make the balance of each such
payment as it falls due Trustee shall notify Company where principal and
earnings are not sufficient.

 

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary
When Company Is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable
to pay its debts as they become due, or (ii) Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section I (d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as
set forth below.

 

( l ) The Board of Directors and the Chief Executive Officer of Company
shall have the duty to inform Trustee in writing of Company's Insolvency.
If a person claiming to be a creditor of Company alleges in writing to
Trustee that Company has become Insolvent, Trustee shall determine whether
Company is Insolvent and, pending such determination, Trustee shall discontinue
payment of benefits to Plan participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company's insolvency, or
has received notice from Company or a person claiming to be a creditor
alleging that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent. Trustee may in all events rely on such evidence
concerning Company's solvency as may be furnished to Trustee and that provides
Trustee with a reasonable basis for making a determination concerning Company's
solvency.





(3) If at any time Trustee has determined that Company is Insolvent,
Trustee shall discontinue payments to Plan participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of Company's general
creditors. Nothing in this Trust Agreement shall in any way diminish any
rights of Plan participants of their beneficiaries to pursue their rights
as general creditors of Company with respect to benefits due under the
Plan(s) or otherwise.
(4) Trustee shall resume the payment of benefits to Plan participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement
only after Trustee has determined that Company is not Insolvent (or is
no longer Insolvent).

 

 

(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof
and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
Plan participants or their beneficiaries under the terms of the Plan(s)
for the period of such discontinuance, less the aggregate amount of any
payments made to Plan participants or their beneficiaries by Company in
lieu of the payments provided for hereunder during any such period of discontinuance.

 

Section 4. Payments to Company.

Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to
return to Company or to divert to others any of the Trust assets before
all payments of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plan(s).

Section 5. Investment Authority.
(a) In no event may Trustee invest in securities (including stock
or rights to acquire stock) or obligations issued by Company, other than
a de minimis amount held in common investment vehicles in which Trustee
invests. All rights associated with assets of the Trust shall be exercised
by Trustee or the person designated by Trustee, and shall in no event be
exercisable by or rest with Plan participants, except that voting rights
with respect to Trust assets will be exercised by Company and except that
dividend rights with respect to Trust assets will rest with Company.
(b) Company shall have the right, at anytime, and from time to time
in its sole discretion, to substitute assets of equal fair market value
for any asset held by the Trust.

 

Section 6. Disposition of Income.

During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.

 

Section 7. Accounting by Trust.
Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within thirty (30) days following the close of each
calendar year and within thirty (30) days after the removal or resignation
of Trustee, Trustee shall deliver to Company a written account of its administration
of the Trust during such year or during the period from the close of the
last preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions effected
by it, including a description of all securities and investments purchased
and sold with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash,
securities and other property held in the Trust at the end of such year
or as of the date of such removal or resignation, as the case may be.

 

Section 8. Responsibility of Trustee.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in
like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims, provided, however,
that Trustee shall incur no liability to any person for any action taken
pursuant to a direction, request or approval given by Company which is
contemplated by, and in conformity with, the terms of the Plan(s) or this
Trust and is given in writing by Company. In the event of a dispute between
Company and a party, Trustee may apply to a court of competent jurisdiction
to resolve the dispute.
(b) If Trustee undertakes or defends any litigation arising in connection
with this Trust, Company agrees to indemnify Trustee against Trustee's
costs, expenses and liabilities (including without limitation, attorneys'
fees and expenses) relating thereto and to be primarily liable for such
payments. If Company does not pay such costs, expenses and liabilities
in a reasonable timely manner, Trustee may obtain payment from the Trust.

(c) Trustee may consult with legal counsel (who may also be counsel
for Company generally) with respect to any of its duties or obligations
hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing
any of its duties or obligations hereunder.



(e) Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion
of the policy to a different form) other than to a successor Trustee, or
to loan to any person the proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law. Trustee shall not have any power that could
give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301 7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.

 

Section 9. Compensation and Expenses of Trustee.

 


Company shall pay all administrative and Trustee's fees and
expenses. If not so paid, the fees and expenses shall be paid from the
Trust.



Section 10. Resignation and Removal of Trustee
(a) Trustee may resign at any time by written notice to Company, which
shall be effective thirty (30) days after receipt of such notice unless
Company and Trustee agree otherwise.
(b) Trustee may be removed by Company on ten (10) days notice or upon
shorter notice accepted by Trustee.

(c) Upon a Change of Control, as defined herein, Trustee may not be
removed by Company for five (5) years(s), and the composition of the Administrative
Committee shall not be changed during such period.

(d) If Trustee resigns within five (5) years(s) after a Change of Control,
as defined herein, Company shall apply to a court of competent jurisdiction
for the appointment of a successor Trustee or for instructions.

(e) Upon resignation or removal of Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within ninety (90) days after
receipt of notice of resignation, removal or transfer, unless Company extends
the time limit.

(f) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation
or removal under paragraph(s) (a) of this section. If no such appointment
has been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee
in connection with the proceeding shall be allowed as administrative expenses
of the Trust.

 

Section 11. Appointment of Successor

(a) If Trustee resigns or is removed in accordance with Section 10(a)
hereof, Company may appoint any bank or trust company or other entity having
trust powers under state law, as a successor to replace Trustee upon resignation
or removal. The appointment shall be effective when accepted in writing
by the new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets. The former
Trustee shall execute any instrument necessary or reasonably required by
Company or the successor Trustee to evidence the transfer.
(b) If Trustee resigns or is removed pursuant to the provisions of Section
10(e) hereof and selects a successor Trustee, Trustee may appoint any bank
or trust company or other entity having trust powers under state law. The
appointment of a successor Trustee shall be effective when accepted in
writing by the new Trustee. The new Trustee shall have all the rights and
powers of the former Trustee, including ownership rights in Trust assets.
The former Trustee shall execute any instrument necessary or reasonably
requested by the successor Trustee to evidence the transfer.

(c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject
to Sections 7 and 8 hereof. The successor Trustee shall not be responsible
for and Company shall indemnify and defend the successor Trustee from any
claim or liability resulting from any action or inaction of any prior Trustee
or from any other past event, or any condition existing at the time it
becomes successor Trustee.

 

Section 12. Amendment or Termination

(a) This Trust Agreement may be amended by a written instrument executed
by Trustee and Company. Notwithstanding the foregoing, no such amendment
shall conflict with the terms of the Plan(s) or shall make the Trust revocable
after it has become irrevocable in accordance with Section I (b) hereof.
(b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to
the terms of the Plan(s) unless sooner revoked in accordance with Section
1 (b) (hereof upon termination of the Trust any assets remaining in the
Trust shall be returned to Company).

(c) Sections(s) 1,10,11 and 12 of this Trust Agreement may not be amended
by Company for five (5) year(s) following a Change of Control, as defined
herein.

 

Section 13. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or
in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of Tennessee.

(d) For purposes of this Trust, Change of Control shall mean: the purchase
or other acquisition by any person, entity or group of persons, within
the meaning of section 13(d) or 14(d) of the Securities Exchange Act of
1934 ("Act"), or any comparable successor provisions, of beneficial ownership
within the meaning of Rule 13d-3 promulgated under the Act) of 20 percent
or more of either the outstanding shares of common stock or the combined
voting power of Company's then outstanding voting securities entitled to
vote generally, or the approval by the stockholders of Company of a reorganization,
merger, or consolidation, in each case, with respect to which persons who
were stockholders of company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than 50
percent of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated Company's
then outstanding securities, or a liquidation or dissolution of Company
or of the sale of all or substantially all of Company's assets".

 

Section 14. Effective Date.

                   
The effective date of this Trust Agreement shall be January 1, 2000.

 

 

 

AUTOZONE, INC.
 



"Company"
 

 



By:_________________________
 



Its___________________________

 

 








AUTOZONE, INC. EXECUTIVE DEFERRED COMPENSATION COMMITTEE
"Trustee"

By

Its