AutoNation 1998 Annual Report Download - page 94

(ii) the number of shares of Stock specified by the Optionee in a written notice
to Republic (up to the full number of shares of Stock then subject to such
Option). For purposes of the Plan, a "Change in Control" shall be deemed to
occur if any person shall (a) acquire direct or indirect beneficial ownership of
more than 50% of the total combined voting power with respect to the election of
directors of the issued and outstanding stock of Republic (except that no Change
in Control shall be deemed to have occurred if the persons who were stockholders
of Republic immediately before such acquisition own all or substantially all of
the voting stock or other interests of such person immediately after such
transaction), or (b) have the power (whether as a result of stock ownership,
revocable or irrevocable proxies, contract or otherwise) or ability to elect or
cause the election of directors consisting at the time of such election of a
majority of the Board. A "person" for this purpose shall mean any person,
corporation, partnership, joint venture or other entity or any group (as such
term is defined for purposes of Section 13(d) of the Exchange Act) and a person
shall be deemed to be a beneficial owner as that term is used in Rule 13d-3
under the Exchange Act. The amount payable under this Section 10(e) shall be
remitted by Republic in cash or by certified or bank check, reduced by
applicable tax withholding.
(f) Notwithstanding any other provision of the Plan, no Option granted
to an Optionee under the Plan shall be exercisable in whole or in part prior to
the date the Plan is approved by the stockholders of Republic as provided in
Section 5 above.
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11. TRANSFERABILITY OF OPTIONS
No Option shall be assignable or transferable by the Optionee to whom
it is granted, other than by will or the laws of descent and distribution,
except that, upon approval by the Board, the 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 ??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
Agreement. 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 or incompetence, the Optionee's guardian or legal representative) may
exercise the Incentive Stock Option.
12. TERMINATION OF EMPLOYMENT OR SERVICE
(a) GENERAL. Except as otherwise provided herein, upon the termination
of the employment or other service of an Optionee with Republic, a Subsidiary, a
spin-off corporation or an Affiliate, other than by reason of a "Change in
Ownership" (as defined below) or the death or "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) of such Optionee, any
Option granted to an Optionee pursuant to the Plan shall terminate upon the date
of such termination of employment or service and such Optionee shall have no
further right to purchase shares of Stock pursuant to such Option.
Notwithstanding the foregoing provisions of this Section 12, the Board may
provide, in its discretion, that following the termination of employment or