AutoNation 1998 Annual Report Download - page 79

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1
REPUBLIC INDUSTRIES, INC.
1995 AMENDED AND RESTATED EMPLOYEE
STOCK OPTION PLAN
1. STATEMENT OF PURPOSE. This Amended and Restated 1995 Employee Stock
Option Plan (the "Plan") is to benefit Republic Industries, Inc., a Delaware
corporation (the "Company"), and its subsidiaries through the maintenance and
development of their respective businesses by offering certain present and
future key employees and officers, and independent contractors providing
services to the Company, a favorable opportunity to become holders of stock in
the Company over a period of years, thereby giving them a permanent stake in the
growth and prosperity of the Company and encouraging the continuance of their
involvement with the Company or its subsidiaries.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee"), consisting of two or more outside directors (as defined under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
appointed by the Board of Directors, whose interpretation of the terms and
provisions of the Plan shall be final and conclusive. The selection of
employees, officers and consultants for participation in the Plan and all
decisions concerning the timing, pricing and amount of any grant or award under
the Plan shall be made solely by the Committee.
3. ELIGIBILITY. Options shall be granted only to key employees of the
Company and its subsidiaries (including officers of the Company and its
subsidiaries but excluding non-employee directors of the Company and its
subsidiaries) and independent contractors performing services for the Company
and its subsidiaries selected initially and from time to time by the Committee
on the basis of their importance to the business of the Company and its
subsidiaries.
4. GRANTING OF OPTIONS. The Committee may grant options under which a
total of not in excess of 20,000,000 shares of the $.01 par value common stock
of the Company ("Common Stock") may be purchased from the Company, subject to
adjustment as provided in Section 10. In the event that an option expires or is
terminated or canceled unexercised as to any shares, such released shares may
again be optioned (including a grant in substitution for a canceled option).
Shares subject to options may be made available from unissued or reacquired
shares of Common Stock. Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any optionee any right to be continued in the
employment of the Company or any subsidiary of the Company or as a consultant to
the Company or any subsidiary of the Company, or interfere in any way with the
right of the Company or its subsidiaries to terminate his employment or
consulting relationship at any time. The maximum number of shares of Common
Stock subject to options that may be granted during any calendar year under the
Plan to any executive officer or other employee of the Company or any subsidiary
whose compensation is or may be subject to Section 162(m) of the Code is
2,000,000 shares (subject to adjustment as provided in Section 10 hereof).
1
2
5. OPTION PRICE. The option price shall be determined by the Committee
and, subject to the provisions of Section 10 hereof, shall be not less than the
fair market value, at the time the option is granted, of the shares of Common
Stock subject to the option.
6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to the
provisions of Section 8 hereof, each option shall be for such a term of not less
than five years nor more than ten years, as shall be determined by the Committee