AutoNation 1998 Annual Report Download - page 106

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(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. 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.
6
7
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 13(b) below, all Options held by such Optionee prior
to death shall become immediately vested and 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
limitation on exercise imposed pursuant to Section 10(b) above.
(b) DISABILITY. If an Optionee terminates employment or service with
Republic, a Subsidiary, a spin-off corporation or Affiliate by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee, then all Options held by such Optionee shall become
immediately exercisable in full and the Optionee shall have the right, at any
time within three years after such termination of employment or service and
prior to termination of the Option pursuant to Section 10(a) above, to exercise,
in whole or in part, any Option held by such Optionee at the date of such
termination of employment or service; PROVIDED, HOWEVER,that the Board may
provide, in its discretion, that an Optionee may, in the event of the
termination of employment or service of the Optionee with Republic, a