AutoNation 2006 Annual Report Download - page 94

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services as an independent contractor ceases to be a Subsidiary or Affiliate of the Company and, immediately after such transaction, the persons who were
stockholders of the Company immediately before such transaction (the “the Company 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, the Company or the Company
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. For purposes of the Plan, a termination of employment or service with
the Company, 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 the Company, any Subsidiary, any spin-off corporation or Affiliate.
13. RIGHTS IN THE EVENT OF DEATH, DISABILITY OR RETIREMENT
Except as otherwise provided by the Board and notwithstanding anything in Section 12 to the contrary, if an Optionee’s termination of employment or
service is by reason of the death, “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or “Retirement”of such Optionee, all
Options held by such Optionee at the time of such termination shall become immediately vested and exercisable in full and shall remain exercisable until the
earlier of (a) the expiration date of such Option as fixed by the Board pursuant to Section 10(a) and (b) the 3rd anniversary of the date of such termination.
Whether a termination of employment or service is to be considered by reason of “permanent and total disability” for purposes of this Plan shall be determined
by the Board, which determination shall be final and conclusive. For purposes of the foregoing, “Retirement” shall mean the Optionee’s termination of
employment or other service from the Company or a Subsidiary after attainment of age 55 and completion of at least 6 years of service with the Company or a
Subsidiary. For purposes of the preceding sentence employment or other service with an entity prior to its becoming a Subsidiary or after its ceasing to be a
Subsidiary shall be disregarded.
14. USE OF PROCEEDS
The proceeds received by the Company from the sale of Stock pursuant to Options granted under the Plan shall constitute general funds of the Company.
15. REQUIREMENTS OF LAW
(a) VIOLATIONS OF LAW. The Company shall not be required to sell or issue any shares of Stock under any Option if the sale or issuance of such
shares would constitute a violation by the individual exercising the Option or the Company of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state
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