AutoNation 2006 Annual Report Download - page 110

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option
granted hereunder.
In the event that the Plan or any Option granted hereunder provides for any action to be taken by or determination to be made by the Board, such action
may be taken by or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board
as provided above. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final and conclusive.
4. STOCK SUBJECT TO PLAN. The stock issuable under this Plan shall be the shares of the Company’s common stock, par value of $.01 per share
(“Common Stock”). Such shares may be made available from authorized but unissued shares of Common Stock or shares of Common Stock reacquired by
the Company. The aggregate number of shares of Common Stock issuable under exercise of Options upon this Plan shall not exceed 2,000,000 shares, subject
to adjustment from time to time in accordance with Section 11 hereof.
5. AUTOMATIC GRANTING OF OPTIONS. Each individual who is a Non-Employee Director on the Effective Date (as defined in Section 16 hereof)
(except a director not standing for re-election on such date) shall be automatically granted, on such date, an Option to purchase 20,000 shares of Common
Stock. In addition, each individual who is a Non-Employee Director on the Effective Date and who was not granted an option to purchase at least 50,000
shares of Common Stock under the Company’s 1995 Amended and Restated Non-Employee Director Stock Option Plan (the “1995 Plan”) upon such
individual’s prior election or appointment as a Non-Employee Director shall be automatically granted, on the Effective Date, an Option to purchase 50,000
shares of Common Stock less the number of shares of Common Stock subject to an option to purchase shares of Common Stock previously granted to such
Non-Employee Director under the 1995 Plan upon such prior election or appointment as a Non-Employee Director. Commencing with the first business day
of calendar year 2008 and on the first business day of each subsequent calendar year while the Plan is in effect, each individual who is at the time serving as a
Non-Employee Director shall receive an additional automatic grant of an Option to purchase 20,000 shares of Common Stock. Each individual who is initially
elected or appointed as a Non-Employee Director on or after the Effective Date shall be automatically granted, on the date of such initial election or
appointment, an Option to purchase 50,000 shares of Common Stock. The foregoing dates are herein referred to individually as an “Automatic Grant Date”
and collectively as “Automatic Grant Dates” and the Non-Employee Directors receiving Options are herein referred to individually as an “Optionee” and
collectively as “Optionees.” Options granted under the Plan are not intended to be treated as incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).
In the event that an Option expires or is terminated or canceled and is unexercised as to any shares of Common Stock, the shares subject to the Option, or
the portion thereof not so exercised, shall be available for subsequent automatic Option grants under this Plan.
Should the total number of shares of Common Stock at the time available under this Plan not be sufficient for the automatic grants to be made at that
particular time, the
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