AutoNation 1998 Annual Report Download - page 101

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(c) NO LIABILITY. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted or Option Agreement entered into hereunder.
(d) DELEGATION TO THE COMMITTEE. In the event that the Plan or any
Option granted or Option Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Board, such action may
be taken by or such determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in Section 2(b) above. Unless otherwise expressly determined by the Board,
any such action or determination by the Committee shall be final and conclusive.
3. STOCK
The stock that may be issued pursuant to Options granted under the Plan
shall be shares of common stock, $.01 par value, of Republic (the "Stock"),
which shares may be treasury shares or authorized but unissued shares. The
number of shares of Stock that may be issued pursuant to Options granted under
the Plan shall not exceed in the aggregate 30,000,000 shares, subject to
adjustment as provided in Section 17 below. If any Option expires, terminates,
or is terminated or canceled for any reason prior to exercise in full, the
shares of Stock that were subject to the unexercised portion of such Option
shall be available for future Options granted under the Plan. Any Stock covered
by an award (or portion of an award) granted under the Plan, which is forfeited
or canceled, expires or is settled in cash, including the settlement of tax
withholding obligations using Stock, shall be deemed not to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan. Likewise, if any Option is exercised by tendering
shares of Stock, either actually or by attestation, to Republic as full or
partial payment for such exercise under this Plan or any prior plan of Republic,
only the number of shares issued net of the shares tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Stock
available for delivery under the Plan. Further, Stock issued under the Plan
through the settlement, assumption or substitution of outstanding awards or
obligations to grant future awards as a condition of Republic acquiring another
entity shall not reduce the maximum number of shares of Stock available for
delivery.
4. ELIGIBILITY
(a) EMPLOYEES. Options may be granted under the Plan to any employee of
Republic, a Subsidiary or any other entity of which on the relevant date at
least a majority of the securities or other ownership interest having ordinary
voting power (absolutely or contingently) for the election of directors or other
persons performing similar functions ("Voting Securities") are at the time owned
directly or indirectly by Republic or any Subsidiary (an "Affiliate"), including
any such employee who is an officer or director of Republic, a Subsidiary or an
Affiliate, as the Board shall determine and designate from time to time prior to
expiration or termination of the Plan. The maximum number of shares of Stock
subject to Options that may be granted during any calendar year under the Plan
to any executive officer or other employee of Republic or any Subsidiary or
Affiliate whose compensation is or may be subject to Code ?162(m) is 5,000,000
shares (subject to adjustment as provided in Section 17 hereof).
(b) INDEPENDENT CONTRACTORS. Options may be granted to independent
contractors performing services for Republic or any Subsidiary or Affiliate as
determined by the Board from time to time on the basis of their importance to
the business of Republic or such Subsidiary or Affiliate. Independent
contractors shall not be eligible to receive options intended to constitute
Incentive Stock Options. Non-employee directors of Republic shall not be