AutoNation 1998 Annual Report Download - page 86

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At any time of any exercise of any Option, the Company may, if it shall
determine it necessary or desirable for any reason, require the Optionee (or his
or her heirs, legatees, or legal representative, as the case may be), as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the Optionee (or his or her heirs, legatees or legal representative, as the
case may be) upon his or her exercise of part or all of the Option and a stop
transfer order may be placed with the transfer agent. Each Option shall also be
subject to the requirement that, if at any time the Company determines, in its
discretion, that the listing, registration or qualification of the shares
subject to the Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition or in connection with, the issue or purchase of
shares thereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
At the time of the exercise of any Option the Company may require, as a
condition of the exercise of such Option, the Optionee to pay the Company an
amount equal to the amount of tax the Company may be required to withhold to
obtain a deduction for federal income tax purposes as a result of the exercise
of such Option by the Optionee.
8. TERMINATION OF BOARD MEMBERSHIP -- EXERCISE THEREAFTER. Should an
Optionee cease to be an outside member of the Board of Directors of the Company
for any reason other than death or permanent disability, such Optionees' Options
shall expire and all rights to purchase shares pursuant thereto shall terminate
thirty (30) days after the date the Optionee ceases to be an outside member of
the Board of Directors of the Company. The Company may, in its sole discretion,
permit such Options to remain exercisable for a reasonable period after such
cessation of Board membership.
3
4
Should an Optionee cease to be an outside member of the Board of
Directors of the Company because of death or permanent disability (as that term
is defined in Section 22(e) (3) of the Code, as now in effect or as subsequently
amended), the Option may be exercised in full by the Optionee or, if he or she
is not living, by his or her heirs, legatees, or legal representative, as the
case may be, during its specified term prior to three years after the date of
death or permanent disability, but in no event after the expiration date of the
Option.
9. TRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution, except that, upon approval by the Board, the
Optionee may transfer an Option that is not intended to constitute an Incentive
Stock Option (a) pursuant to a qualified domestic relations order as defined for
purposes of the Employee Retirement Income Security Act of 1974, as amended, or
(b) by gift: to a member of the "Family" (as defined below) of the Optionee, to
or for the benefit of one or more organizations qualifying under Code Sections
501(c) (3) and 170(c) (2) (a "Charitable Organization") or to a trust for the
exclusive benefit of the Optionee, one or more members of the Optionee's Family,
one or more Charitable Organizations, or any combination of the foregoing,
provided that any such transferee shall enter into a written agreement to be
bound by the terms of this Plan. For this purpose, "Family" shall mean the
ancestors, spouse, siblings, spouses of siblings, lineal descendants and spouses
of lineal descendants of the Optionee. During the lifetime of an Optionee to
whom an Incentive Stock Option is granted, only such Optionee (or, in the event
of legal incapacity of incompetence, the Optionee's guardian or legal