AutoNation 1998 Annual Report Download - page 82

optionee may transfer an option that is not intended to constitute an Incentive
Stock Option (a) pursuant to a qualified domestic relations order as defined for
purposes of the Employee Retirement Income Security Act of 1974, as amended, or
(b) by gift: to a member of the "Family" (as defined below) of the optionee, to
or for the benefit of one or more organizations qualifying under Code Sections
501(c) (3) and 170(c) (2) (a "Charitable Organization") or to a trust for the
exclusive benefit of the optionee, one or more members of the optionee's Family,
one or more Charitable Organizations, or any combination of the foregoing,
provided that any such transferee shall enter into a written agreement to be
bound by the terms of this Plan. For this purpose, "Family" shall mean the
ancestors, spouse, siblings, spouses of siblings, lineal descendants and spouses
of lineal descendants of the optionee. During the lifetime of an optionee to
whom an Incentive Stock Option is granted, only such optionee (or, in the event
of legal incapacity of incompetence, the optionee's guardian or legal
representative) may exercise the Incentive Stock Option.
10. ADJUSTMENTS. The number of shares subject to this Plan and to
options granted under this Plan shall be adjusted as follows: (a) in the event
that the outstanding shares of Common Stock of the Company is changed by any
stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to options granted hereunder shall be proportionately
adjusted; (b) in the event of any merger, consolidation or reorganization of the
Company with any other corporation or corporations, these shall be substituted,
on an equitable basis as determined by the Committee, for each share of Common
Stock then subject to the Plan whether or not at the time subject to outstanding
options, the number and kind of shares of stock or other securities to which the
holders of shares of Common Stock of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Committee shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the Plan,
whether or not then subject to outstanding options. In the event of any such
adjustment, the purchase price per share shall be proportionately adjusted.
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11. NO IMPAIRMENT OF RIGHTS. Nothing contained in the Plan or any
option granted pursuant to the Plan shall confer upon any optionee any right to
be continued in the employment of the Company or any subsidiary of the Company
or to be continued as a consultant to the Company or any subsidiary of the
Company to interfere in any way with the right of the Company and its
subsidiaries to terminate such employment or consulting relationship and/or to
remove any optionee who is a director from service on the Board of Directors of
the Company at any time in accordance with the provisions of applicable law.
12. AMENDMENT OF PLAN. The Board of Directors of the Company may amend
or discontinue the Plan at any time. However, no such amendments or
discontinuance shall be made without the requisite stockholder approval of the
stockholders of the Company if stockholder approval is required as a condition
to the Plan continuing to comply with the provisions of Rule 16b-3 of the 1934
Act or Section 162(m) of the Code.
13. GOVERNANCE BY RULE 16b-3. The Plan is intended to and shall be
governed by Rule 16b-3 promulgated under the 1934 Act.
14. EFFECTIVE DATE. This Plan is effective as of February 12, 1996.
This Plan was duly approved and adopted by the stockholders of Republic
at a meeting held the 10th day of May, 1996.
This Plan was duly amended by the Board of Directors of Republic on the
3rd day of February, 1998, which amendment was duly approved and adopted by the
stockholders of Republic at a meeting held the 20th day of May, 1998.