AutoNation 1998 Annual Report Download - page 84

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1
1995 AMENDED AND RESTATED NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
(Effective August 3, 1998)
1. STATEMENT OF PURPOSE. This 1995 Non-Employee Director Stock Option
Plan (this "Plan") (which was originally effective August 3, 1995 which is again
amended and restated effective May 20, 1998) is intended to promote the
interests of Republic Industries, Inc., a Delaware corporation (the "Company"),
by offering non-employee members of the Board of Directors of the Company
(individually, a "Non-Employee Director," and collectively, "Non-Employee
Directors") the opportunity to participate in a special stock option program
designed to provide them with significant incentives to remain in the service of
the Company.
2. ELIGIBILITY. Each Non-Employee Director shall be eligible to
receive grants of nonstatutory options under this Plan (individually, an
"Option," collectively, "Options") pursuant to the provisions of Section 4
hereof.
Except for the automatic grants of Options to be made pursuant to the
provisions of Section 4 hereof, Non-Employee Directors shall not be eligible to
receive any additional Option grants or stock issuance under this Plan or any
other stock plan of the Company or any of its affiliates.
3. STOCK SUBJECT TO PLAN. The stock issuable under this Plan shall be
the shares of the Company's common stock, par value of $.01 per share ("Common
Stock"). Such shares may be made available from authorized but unissued shares
of Common Stock or shares of Common Stock reacquired by the Company. The
aggregate number of shares of Common Stock issuable under exercise of Options
upon this Plan shall not exceed 2,000,000 shares, subject to adjustment from
time to time in accordance with Section 10 hereof.
4. AUTOMATIC GRANTING OF OPTIONS. Each individual who is initially
elected or appointed as a Non-Employee Director on or after August 3, 1995 shall
be automatically granted, on such date, an Option to purchase 50,000 shares of
Common Stock. Commencing with the first business day of calendar year 1996 and
continuing in effect for the first business day of each subsequent calendar
year, each individual who is at the time serving as a Non-Employee Director
shall receive an additional automatic grant of an Option to purchase 20,000
shares of Common Stock. The foregoing dates are herein referred to individually
as an "Automatic Grant Date" and collectively as "Automatic Grant Dates" and the
Non-Employee Directors receiving Options are herein referred to individually as
an "Optionee" and collectively as "Optionees." Options granted under the Plan
are not intended to be treated as incentive stock options as defined Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an Option expires or is terminated or canceled and is
unexercised as to any shares of Common Stock, the shares subject to the Option,
or a portion thereof not so exercised, shall be made available for subsequent
automatic Option grants under this Plan.
1
2
Should the total number of shares of Common Stock at the time available
under this Plan not be sufficient for the automatic grants to be made at that
particular time, the available shares shall be allocated proportionately among
all the automatic grants to be made at that time.
5. EXERCISE PRICE. The price per share payable upon exercise of an
Option ("Exercise Price") shall be the "Closing Selling Price" per share of