0000950123-10-113845 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Performance-Based Restricted Stock Units Award Agreement • December 15th, 2010 • Autozone Inc • Retail-auto & home supply stores • Nevada

THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is entered into on December 15, 2010, between AutoZone, Inc., a Nevada corporation (the “Company”) and William C. Rhodes, III (the “Executive”). This Agreement shall be effective as of the date on which the Company’s stockholders approve the 2011 Equity Incentive Award Plan (the “Grant Date”), provided the Executive is employed by the Company on such date.

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