Summary
This filing details AutoZone Inc.'s Second Amended and Restated 1998 Director Stock Option Plan, effective March 21, 2000. The plan's primary objective is to attract and retain highly qualified non-employee directors by granting them options to purchase company common stock, thereby aligning their interests with those of shareholders. A maximum of 70,000 shares are available for these options, which are administered by a committee of non-employee directors. The plan outlines specific provisions for granting options, including annual grants to non-employee directors and initial grants to new directors. It also details the exercise price, payment methods for shares, vesting schedules (typically three years), and termination conditions for options. The plan is designed to be flexible, allowing for adjustments in the event of corporate transactions, stock splits, or other significant corporate events to prevent dilution or enlargement of benefits.
Key Highlights
- 1The plan aims to incentivize and retain high-caliber non-employee directors by offering stock options.
- 2A total of 70,000 shares of common stock are reserved for issuance under the plan.
- 3Options are granted annually to non-employee directors, with additional grants for newly elected directors.
- 4The exercise price for options is set at the Fair Market Value on the date of grant.
- 5Vesting of options typically occurs on the third anniversary of the grant date.
- 6The plan includes provisions for adjusting option terms in case of stock splits, dividends, mergers, or other significant corporate events.
- 7The plan is administered by a committee of directors and has a duration of ten years from its adoption date.