AutoNation 1998 Annual Report Download - page 108

Except as permitted under Section 17 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair rights or obligations under any Option theretofore granted under
the Plan.
17. EFFECT OF CHANGES IN CAPITALIZATION
(a) ADJUSTMENT FOR CORPORATE TRANSACTIONS. The Board may determine that
a corporate transaction has affected the price of the Stock such than an
adjustment or adjustments to outstanding awards are required to preserve (or
prevent enlargement of) the benefits or potential benefits intended at time of
grant. For this purpose a corporate transaction may include, but is not limited
to, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares of Stock, or other similar occurrence. In the
event of such a corporate transaction, the Board may, in such manner as the
Board deems equitable, adjust (i) the number and kind shares of Stock which may
be delivered under the Plan pursuant to Section 3; (ii) the number and kind of
shares of Stock subject to outstanding awards; and (iii) the exercise price of
outstanding stock options.
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(b) DISSOLUTION OR LIQUIDATION; REORGANIZATION IN WHICH REPUBLIC IS NOT
THE SURVIVING CORPORATION OR SALE OF ASSETS OR STOCK. Upon the dissolution or
liquidation of Republic the Plan and all Options outstanding hereunder shall
terminate. In the event of any termination of the Plan under this Section 17(b),
each individual holding an Option shall have the right, immediately prior to the
occurrence of such termination and during such reasonable period as the Board in
its sole discretion shall determine and designate, to exercise such Option in
whole or in part, whether or not such Option was otherwise exercisable at the
time such termination occurs and without regard to any vesting or other
limitation on exercise imposed pursuant to Section 10(b) above. In connection
with a merger, consolidation, reorganization or other business combination of
Republic with one or more other entities in which Republic is not the surviving
entity, or upon a sale of all or substantially all of the assets of Republic to
another entity, or upon any transaction (including, without limitation, a merger
or reorganization in which Republic is the surviving corporation) that results
in any person or entity (or persons or entities acting as a group or otherwise
in concert) owning more than 50 percent of the combined voting power of all
classes of stock of Republic, Republic and the acquiring or surviving entity
shall provide for the continuation of the Plan and the assumption of the Options
theretofore granted, or for the substitution for such Options of new options
covering the stock of a successor entity, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kinds of shares and exercise
prices. The Board shall send prior written notice of the occurrence of an event
described in this Section 17(b) to all individuals who hold Options not later
than the time at which Republic gives notice to its stockholders that such event
is proposed.
(c) NO LIMITATIONS ON CORPORATION. The grant of an Option pursuant to
the Plan shall not affect or limit in any way the right or power of Republic to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve or liquidate, or to
sell or transfer all or any part of its business or assets.
18. DISCLAIMER OF RIGHTS
No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of Republic, any Subsidiary, any
spin-off corporation or Affiliate, or to interfere in any way with the right and
authority of Republic, any Subsidiary, any spin-off corporation or Affiliate