Exhibit
      10.1

     

    March
      19,
      2007

     

    


    Mr.
      Larry
      Roesel

    3143
      White Eagle Drive

    Naperville,
      IL 60564

    


    Dear
      Larry:

    


    On
      behalf
      of AutoZone, I am delighted to offer to you the position of Senior Vice
      President, Commercial, subject to Board approval (anticipated to be March 21,
      2007), reporting directly to me. This position is a member of the Executive
      Committee.

    


    Our
      offer
      includes a base salary of $350,000 per annum plus an annual bonus target of
      60%
      of your base salary. You will be eligible for a performance and salary review
      at
      the end of Fiscal 2007. We will guarantee your Fiscal 2007 Bonus at a minimum
      100% payout, prorated for your time in position for Fiscal 2007. Actual bonus
      awards for Fiscal 2007 will be determined by the achievement of pre-defined
      Company and Business Unit objectives. Bonus can therefore be less than target,
      but can also exceed targets based on above-plan performance. 

    


    AutoZone
      will provide a gross sign-on bonus of $25,000, payable 1/2 up front and 1/2
      after one year of service. Tax withholding and other reasonable and customary
      deductions will be deducted from the $25,000 gross payment. 

    


    Subject
      to the approval of the Compensation Committee of the Board of Directors of
      AutoZone, Inc., you will receive an initial AutoZone, Inc. common stock option
      grant of 20,000 non-qualified stock options, which will be granted in accordance
      with the AutoZone, Inc. 2006 Stock Option Plan. These options will be presented
      to the Compensation Committee for consideration at or before the next meeting
      of
      the Compensation Committee which occurs after your start date. Thereafter,
      on an
      annual basis, beginning on or around October 2007, subsequent grants will be
      determined by pre-defined performance achievements and the established annual
      range of options. All stock option grants are made by the Compensation Committee
      of the Board of Directors of AutoZone. Notwithstanding, any and all Stock Option
      Plans and future grants are subject to change or may be discontinued at any
      time.

    


    Our
      offer
      of employment also includes relocation support, outlined in the Relocation
      Policy you will receive. This includes coverage for the home sale and purchase
      transaction costs, personal goods shipment, and suitable temporary housing.
      The
      cap for eligibility for the home sale program will be a home sale value not
      to
      exceed $750,000. We will also include a one-time miscellaneous gross payment
      of
      $10,000, as noted in the relocation policy (minus tax withholding and other
      customary deductions).

    


    You
      will
      be eligible to participate in AutoZone's full group benefit programs, which
      currently include medical, dental, vision, life and 401(k) program (subject
      to
      the terms and conditions of each program). There is also a company paid
      Executive Disability Plan to include short-term and long-term
      disability.

    


    As
      a
      Senior Vice President, you are eligible to participate in our Executive Medical
      Health Plan and the Executive Stock Purchase Plan. You are also eligible for
      four weeks of vacation. These benefits are granted and reviewed on an annual
      basis. All benefits are subject to review and may change from time to time.
      

    


    Notwithstanding,
      your employment will be “at will” and terminable at any time. 

    


    Larry,
      the entire Executive Committee and the Board are enthusiastic about you joining
      our team. I am personally looking forward to your positive response and to
      working with you for many years to come. Please feel free to call me or Tim
      Briggs if you have any questions.

    


    Sincerely,

    


    


    /s/
      Bob

    Bob
      Olsen

    Executive
      Vice President

    Store
      Operations, Commercial, and Mexico