AutoNation (AN)

2010 Annual Stock Option and Restricted Stock Awards

On February 4, 2010, the Subcommittee also approved annual stock option and restricted stock awards to all of our equity grant-eligible employees under the AutoNation, Inc. 2008 Employee Equity and Incentive Plan (the “2008 Plan”). The annual awards included stock option awards to our Senior Executive Officers and Kevin P. Westfall, specifically, Mike Jackson – 255,024 options, Michael E. Maroone – 204,104 options, Michael J. Short – 153,364 options, Jonathan P. Ferrando – 153,364 options, and Kevin P. Westfall – 15,332 options. Additionally, the annual awards included a restricted stock award to Mr. Westfall, who will receive 5,112 shares of restricted stock. The Senior Executive Officers did not receive restricted stock awards.

One-fourth (1/4) of each stock option award approved by the Subcommittee will be granted on the first trading day of each of March, June, September and December 2010, with an exercise price equal to the closing price of our common stock on each such grant date, subject to continuous employment through each such grant date. Each of the four option grants comprising an annual award will vest annually in equal installments over four years commencing on June 1, 2011 and will expire on March 1, 2020 (subject to earlier termination in accordance with the terms of the 2008 Plan and applicable award agreements). The restricted stock awards approved by the Subcommittee will be granted on the first trading day of March 2010 and will vest annually in equal installments over four years commencing on June 1, 2011.

Copies of each of our form of stock option agreement and form of restricted stock agreement to be entered into in connection with the grants described above are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

(c) Exhibits