AutoNation 1998 Annual Report Download - page 95

service of an Optionee with Republic, a Subsidiary, a spin-off corporation or
Affiliate, an Optionee may exercise an Option, in whole or in part, at any time
subsequent to such termination of employment or service and prior to termination
of the Option pursuant to Section 10(a) above, either subject to or without
regard to any vesting or other limitation on exercise imposed pursuant to
Section 10(b) above.
(b) CHANGE IN OWNERSHIP OF SUBSIDIARY OR AFFILIATE. If an Optionee
ceases to be an employee or an independent contractor of Republic or any
Subsidiary following a "Change in Ownership" (as defined below) (whether because
of the termination of employment or service of the Optionee, because the
corporation or other entity by which the Optionee was employed or for which the
Optionee was providing services as an independent contractor, ceases to be a
Subsidiary of Affiliate or otherwise) then such options shall continue to vest
according to the vesting schedule unless the Board determines otherwise. A
"Change in Ownership" shall be deemed to have occurred with respect to an
Optionee if (i) as a result of a merger, consolidation, reorganization, business
combination, sale, exchange or other disposition of Voting Securities (as
defined in Section 4(a)) or other transaction, the corporation or other entity
by which the Optionee is employed or for which the Optionee is providing
services as an independent contractor ceases to be a Subsidiary or Affiliate of
Republic and, immediately after such transaction, the persons who were
stockholders of Republic immediately before such transaction (the "Republic
Stockholders") do not own at least a majority of the Voting Securities of such
corporation or other entity or (ii) there is a sale or other disposition of all
or substantially all of the assets of the trade or business by which the
Optionee is employed or for which the Optionee is providing services as an
independent contractor and, immediately after such transaction, Republic or the
Republic Stockholders do not own at least a majority of the Voting Securities of
a corporation or other entity that acquires such assets and engages in such
trade or business.
(c) Whether a leave of absence or leave on military or government
service shall constitute a termination of employment of service for purposes of
the Plan shall be determined by the Board, which determination shall be final
and conclusive.
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For purposes of the Plan, a termination of employment or service with Republic,
a Subsidiary, a spin-off corporation or Affiliate shall not be deemed to occur
if the Optionee is immediately thereafter employed by or otherwise providing
services to Republic, any Subsidiary, any spin-off corporation or Affiliate.
13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY
(a) DEATH. If an Optionee dies while in the employ or service of
Republic, a Subsidiary, a spin-off corporation or Affiliate or within the period
following the termination of employment or service during which the Option is
exercisable under Section 12 above or Section 13(b) below, all Options held by
such Optionee prior to death shall become immediately exercisable in full and
the executors or administrators or legatees or distributees of such Optionee's
estate shall have the right, at any time within three years after the date of
such Optionee's death and prior to termination of the Option pursuant to Section
10(a) above, to exercise any Option held by such Optionee at the date of such
Optionee's death; PROVIDED, HOWEVER, that the Board may provide, in its
discretion, that following the death of an Optionee, the executors or
administrators or legatees or distributees of such Optionee's estate may
exercise an Option, in whole or in part, at any time subsequent to such
Optionee's death and prior to termination of the Option pursuant to Section
10(a) above, either subject to or without regard to any vesting or other