AutoNation 2000 Annual Report Download - page 154

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REPUBLIC INDUSTRIES, INC.
1999 SENIOR EXECUTIVE BONUS PLAN
I. ESTABLISHMENT AND PURPOSE
A. Purpose. Republic Industries, Inc. hereby establishes the Republic
Industries, Inc. 1999 Senior Executive Bonus Plan (the "Plan"). The Plan is
intended to increase shareholder value and the success of the Company by
motivating key executives (a) to perform to the best of their abilities, and (b)
to achieve the Company's objectives. The Plan's goals are to be achieved by
providing such executives with incentive awards based on the achievement of
goals relating to performance of the Company and its individual business units.
The Plan is intended to qualify as performance-based compensation under Code
Section 162(m).
B. Effective Date. The Plan is effective as of January 15, 1999,
subject to the approval of a majority of the shares of the Company's common
stock which are present in person or by proxy and entitled to vote at the 1999
Annual Meeting of Shareholders. As long as the Plan remains in effect, it shall
be resubmitted to shareholders as necessary to enable the Plan to continue to
qualify as performance-based compensation under Code Section 162(m).
II. DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
A. "Actual Award" means as to any Plan Year, the actual award (if any)
payable to a Participant for the Plan Year. Actual Award is determined by the
Payout Formula for the Plan Year, subject to the Committee's authority under
Section III, E to reduce the award otherwise determined by the Payout Formula.
B. "Annual Revenue" means the Company's or business unit's net sales
for the Plan Year, determined in accordance with generally accepted accounting
principles; provided, however, that prior to each Plan Year, the Committee shall
determine whether any significant item(s) shall be excluded or included from the
calculation of Annual Revenue with respect to one or more Participants. In
addition, Annual Revenue will be calculated without regard to any change in
accounting standards that may be required by the Financial Accounting Standards
Board that occurs during the Plan Year.
C. "Base Salary" means as to any Plan Year, 100% of the Participant's
annualized salary rate on the last day of the Plan Year. Such Base Salary shall
be before both (a) deductions for taxes or benefits, and (b) deferrals of
compensation pursuant to Company-sponsored plans.
D. "Board" means the Company's Board of Directors.
E. "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a specific Section of the Code shall include such Section, any
valid regulation promulgated thereunder, and
1
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.
F. "Committee" means the committee appointed by the Board to administer
the Plan. The Committee shall consist of no fewer than two members of the Board.
The members of the Committee shall be appointed by, and serve at the pleasure
of, the Board. Each member of the Committee shall qualify as an "outside
director" under Code Section 162(m).
G. "Company" means Republic Industries, Inc., a Delaware corporation.