AutoNation 1998 Annual Report Download - page 80

Download and view the complete annual report

Please find page 80 of the 1998 AutoNation annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

at the time the option is granted. Each option shall become exercisable with
respect to 25% of the total number of shares subject to the option twelve months
after the date of its grant and with respect to each additional 25% at the end
of each twelve-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Committee may in its discretion (i)
specifically provide for another time or times of exercise at the time the
option is granted; (ii) accelerate the exercisability of any option subject to
such terms and conditions as the Committee deems necessary and appropriate; or
(iii) at any time prior to the expiration or termination of any option
previously granted, extend the term of any option (including such options held
by officers) for such additional period as the Committee in its discretion shall
determine. In no event, however, shall the aggregate option period with respect
to any option, including the original term of the option and any extensions
thereof, exceed ten years. Subject to the foregoing, all or any part of the
shares to which the right to purchase has accrued may be purchased at the time
of such accrual or at any time or times thereafter during the option period.
In the event of a Change of Control (as defined below), all outstanding
options shall become immediately exercisable. Notwithstanding any other
provision in the Plan during the period of thirty (30) days after such Change of
Control, each optionee who is any officer or a director (and also an employee or
consultant) of the Company shall have the right to require the Company to
purchase for him any option granted under the Plan at a purchase price equal to
(i) the excess of fair market value per share over the option price (ii)
multiplied by the number of option shares specified by such individual for
purchase in a written notice to the Company, attention of the Secretary. For
purposes of this Plan, a "Change in Control" shall be deemed to occur if any
person shall (a) acquire direct or indirect beneficial ownership of at least 50%
of the issued and outstanding Common Stock of the Company, or (b) has the power
(whether such power arises as a result of the ownership of capital stock, by
contract or otherwise), or ability to elect or cause the election of directors
consisting at the time of such election of a majority of the board of directors
of the Company. As used herein, "person" shall mean any person, corporation,
partnership, joint venture or other entity or any group (as such term is defined
in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder). For purposes of this paragraph, "fair market
value per share" shall mean the average of the highest sales price per share of
the Company's Common Stock as quoted on The Nasdaq Stock Market or by the
principal exchange upon which the Company's Common Stock is listed on each of
the five trading days immediately preceding the date on which such individual so
notifies the Company. The amount payable to each such individual by the Company
shall be in cash or by certified check and shall be reduced by any taxes
required to be withheld.
2
3
7. EXERCISE OF OPTION. As a condition to the exercise of any option,
the "Quoted Price" (as defined below) per share of Common Stock on the date of
exercise must be equal or exceed the option price referred to in Section 5
hereof. An option may be exercised by giving written notice to the Company,
attention of the Secretary, specifying the number of shares to be purchased,
accompanied by the full purchase price for the shares to be purchased either (i)
in cash, (ii) by check, (iii) by a promissory note in a form specified by the
Company and payable to the Company no later than fifteen business days after the
date of exercise of the option, (iv) if so approved by the Committee, by shares
of the Common Stock of the Company or (v) by a combination of these methods of
payment. The "Quoted Price" and the per share value of Common Stock for purposes
of paying the option price in accordance with the immediately preceding sentence
shall equal the closing selling price per share of Common Stock on the date in
question on The Nasdaq Stock Market or the principal stock exchange upon which
the Company's Common Stock is listed (the "Exchange"). The right to pay the