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This excerpt taken from the AN DEF 14A filed Mar 23, 2009. Description
of Triggering Events
(1) Under our employment agreements with each of
Messrs. Jackson and Maroone, termination for
“cause” generally shall mean termination because of
(i) the executive’s breach of any of his covenants
contained in the applicable employment agreement, (ii) the
executive’s failure or refusal to perform the duties and
responsibilities required to be performed by the executive under
the terms of the applicable employment agreement, (iii) the
executive’s willfully engaging in illegal conduct or gross
misconduct in the performance of his duties hereunder (provided,
that no act or failure to act shall be deemed
“willful” if done, or omitted to be done, in good
faith and with the reasonable belief that such action or
omission was in our best interest), (iv) the
executive’s commission of an act of fraud or dishonesty
affecting us or the commission of an act constituting a felony,
or (v) the executive’s violation of our policies in
any material respect.
(2) Under our equity compensation plans, termination for
“cause” generally shall mean termination because of
(i) the executive’s conviction for commission of a
felony or other crime, (ii) the commission by the executive
of any act against us constituting willful misconduct,
dishonesty, fraud, theft or embezzlement, (iii) the
executive’s failure, inability or refusal to perform any of
the material services, duties or responsibilities required of
him by us or to materially comply with the policies or
procedures established from time to time by us, for any reason
other than his illness or physical or mental incapacity,
(iv) the executive’s dependence, as determined in good
faith by us, on any addictive substance, including, but not
limited to, alcohol or any illegal or narcotic drugs,
(v) the destruction of or material damage to our property
caused by the executive’s willful or grossly negligent
conduct, and (vi) the willful engaging by the executive in
any other conduct which is demonstrably injurious to us or our
subsidiaries, monetarily or otherwise.
(3) Under our employment agreements with each of
Messrs. Jackson and Maroone, termination by
Messrs. Jackson or Maroone for “good reason”
generally shall mean the occurrence of (i) a material
change by us in the executive’s duties or responsibilities
which would cause executive’s position to become of
materially and substantially less responsibility and importance
than those associated with his duties or responsibilities as of
the date of the applicable employment agreement, or (ii) a
material breach of the applicable employment agreement by us,
which breach is not cured within ten days after written notice
is received by us.
(4) Retirement (as defined in our equity compensation
plans) generally shall mean the named executive officer’s
termination of employment or other service from us or a
subsidiary of ours after attainment of age 55 and
completion of at least six years of service with us or a
subsidiary of ours (disregarding any service with an entity
prior to becoming a subsidiary or after ceasing to be a
subsidiary).
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(5) Change in Control (as defined in our equity
compensation plans) generally shall mean if any person shall
(i) acquire direct or indirect beneficial ownership of more
than 50% of the total combined voting power with respect to the
election of directors of our issued and outstanding stock
(except that no change in control shall be deemed to have
occurred if the persons who were our stockholders immediately
before such acquisition own all or substantially all of the
voting stock or other interests of such person immediately after
such transaction), or (ii) 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. The stock option and restricted stock
award agreements for the 2009 annual stock-based awards provide
that neither (A) the acquisition by ESL of either
(x) direct or indirect beneficial ownership of 50% or more
of our common stock or (y) direct or indirect beneficial
ownership of more than 50% of total combined voting power with
respect to the election of directors of our outstanding common
stock nor (B) ESL having the power to (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, shall constitute a Change in Control with respect
to any stock-based award under any AutoNation equity
compensation plan.
This excerpt taken from the AN DEF 14A filed Mar 27, 2008. Description
of Triggering Events
(1) Under our employment agreements with each of
Messrs. Jackson and Maroone, termination for
“cause” generally shall mean termination because of
(i) the executive’s breach of any of his covenants
contained in the applicable employment agreement, (ii) the
executive’s failure or refusal to perform the duties and
responsibilities required to be performed by the executive under
the terms of the applicable employment agreement, (iii) the
executive’s willfully engaging in illegal conduct or gross
misconduct in the performance of his duties hereunder (provided,
that no act or failure to act shall be deemed
“willful” if done, or omitted to be done, in good
faith and with the reasonable belief that such action or
omission was in our best interest), (iv) the
executive’s commission of an act of fraud or dishonesty
affecting us or the commission of an act constituting a felony,
or (v) the executive’s violation of our policies in
any material respect.
(2) Under our employee stock option plans, termination for
“cause” generally shall mean termination because of
(i) the executive’s conviction for commission of a
felony or other crime, (ii) the commission by the executive
of any act against us constituting willful misconduct,
dishonesty, fraud, theft or embezzlement, (iii) the
executive’s failure, inability or refusal to perform any of
the material services, duties or responsibilities required of
him by us or to materially comply with the policies or
procedures established from time to time by us, for any reason
other than his illness or physical or mental incapacity,
(iv) the executive’s dependence, as determined in good
faith by us, on any addictive substance, including, but not
limited to, alcohol or any illegal or narcotic drugs,
(v) the destruction of or material damage to our property
caused by the executive’s willful or grossly negligent
conduct, and (vi) the willful engaging by the executive in
any other conduct which is demonstrably injurious to us or our
subsidiaries, monetarily or otherwise.
(3) Under our employment agreements with each of
Messrs. Jackson and Maroone, termination by
Messrs. Jackson or Maroone for “good reason”
generally shall mean the occurrence of (i) a material
change by us in the executive’s duties or responsibilities
which would cause executive’s position to become of
materially and substantially less responsibility and importance
than those associated with his duties or responsibilities as of
the date of the applicable employment agreement, or (ii) a
material breach of the applicable employment agreement by us,
which breach is not cured within ten days after written notice
is received by us.
(4) Retirement (as defined in our stock option plans)
generally shall mean the named executive officer’s
termination of employment or other service from us or a
subsidiary of ours after attainment of age 55 and
completion of at least six years of service with us or a
subsidiary of ours (disregarding any service with an entity
prior to becoming a subsidiary or after ceasing to be a
subsidiary).
(5) Change in Control (as defined in our stock option
plans) generally shall mean if any person shall (i) acquire
direct or indirect beneficial ownership of more than 50% of the
total combined voting power with respect to the election of
directors of our issued and outstanding stock (except that no
change in control shall be deemed to have occurred if the
persons who were our stockholders immediately before such
acquisition own all or substantially all of the voting stock or
other interests of such person immediately after such
transaction), or (ii) 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.
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