AutoNation 2000 Annual Report Download - page 157

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Committee, in its sole discretion, may eliminate or reduce the Actual Award
payable to any Participant below that which otherwise would be payable under the
Payout Formula, (b) if a Participant terminates employment with the Company
prior to the date the Actual Award for the Plan Year is paid for a reason other
than Disability or death, he or she shall not be entitled to the payment of an
Actual Award for the Plan Year, and (c) if a Participant terminates employment
with the Company prior to the date the Actual Award for the Plan Year is paid
due to Disability or death, the Committee shall reduce his or her Actual Award
proportionately based on the date of termination (and subject to further
reduction or elimination under clause (a) of this sentence).
IV. PAYMENT OF AWARDS
A. Right to Receive Payment. Each Actual Award that may become payable
under the Plan shall be paid solely from the general assets of the Company.
Nothing in this Plan shall be construed to create a trust or to establish or
evidence any Participant's claim of any right other than as an unsecured general
creditor with respect to any payment to which he or she may be entitled.
B. Timing of Payment. Payment of each Actual Award shall be made within
two and one-half calendar months after the end of the Plan Year during which the
Award was earned.
C. Form of Payment. Each Actual Award normally shall be paid in cash
(or its equivalent) in a single lump sum. However, the Committee, in its sole
discretion, may declare any Actual Award, in whole or in part, payable in the
form of a restricted stock bonus granted under the Company's stock option plans
or successor equity compensation plans. The number of shares
4
granted shall be determined by dividing the cash amount of the Actual Award by
the fair market value of a share of Company common stock on the date that the
cash payment otherwise would have been made. For this purpose, "fair market
value" shall be defined as provided in the Company's stock option plans or
successor equity compensation plans. Any restricted stock bonus so awarded shall
vest over a period of not more than four years, subject to acceleration for
termination of employment due to death or Disability.
D. Other Deferral of Actual Awards. The Committee may establish one or
more programs under the Plan to permit selected Participants the opportunity to
elect to defer receipt of Actual Awards. The Committee may establish the
election procedures, the timing of such elections, the mechanisms for payments
of, and accrual of interest or other earnings, if any, on amounts so deferred,
and such other terms, conditions, rules and procedures that the Committee deems
advisable for the administration of any such deferral program.
E. Payment in the Event of Death. If a Participant dies prior to the
payment of an Actual Award earned by him or her for a prior Plan Year, the
Actual Award shall be paid to his or her estate.
V. ADMINISTRATION
A. Committee is the Administrator. The Plan shall be administered by
the Committee.
B. Committee Authority. The Committee shall have all discretion and
authority necessary or appropriate to administer the Plan and to interpret the
provisions of the Plan, consistent with qualification of the Plan as
performance-based compensation under Code Section 162(m). Any determination,
decision or action of the Committee in connection with the construction,
interpretation, administration or application of the Plan shall be final,
conclusive, and binding upon all persons, and shall be given the maximum
deference permitted by law.
C. Tax Withholding. The Company shall withhold all applicable taxes
from any payment, including any federal, foreign, state, and local taxes.