AutoNation (AN)

Item 1.01 Entry into a Material Definitive Agreement.

On July 25, 2007, AutoNation, Inc. (the "Company") entered into a new Employment Agreement (the "Employment Agreement") with the Company’s Chairman and Chief Executive Officer, Mike Jackson, pursuant to which Mr. Jackson shall continue to serve as the Company’s Chairman and Chief Executive Officer until September 24, 2010 (or such earlier date upon which Mr. Jackson’s employment may be terminated in accordance with the terms of the Employment Agreement). The new Employment Agreement is on substantially the same terms and conditions as the prior Employment Agreement. A copy of the agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

On July 25, 2007, the Company entered into a new Employment Agreement with the Company’s President and Chief Operating Officer, Michael E. Maroone, pursuant to which Mr. Maroone shall continue to serve as the Company’s President and Chief Operating Officer until December 31, 2010 (or such earlier date upon which Mr. Maroone’s employment may be terminated in accordance with the terms of the Employment Agreement). The new Employment Agreement is on substantially the same terms and conditions as the prior Employment Agreement. A copy of the agreement is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On July 18, 2007, AutoNation, Inc. (the "Company") entered into a Second Amendment (the "Second Amendment") to its Five-Year Credit Agreement, which includes a $600 million term loan and a $700 million revolving line of credit, dated as of July 14, 2005, as amended by the First Amendment thereto, dated as of April 12, 2006 (as so amended, the "Credit Agreement"). Among other things, in the Second Amendment, the pricing of the loans under the Credit Agreement was revised to be on average more favorable to the Company; and the consolidated leverage ratio covenant was revised to be more favorable to the Company for each of the four quarter periods ending prior to December 31, 2009. In addition, the Second Amendment extends the maturity of the Credit Agreement to July 18, 2012 from July 14, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the announcement by AutoNation, Inc. (the "Company") regarding its cash tender offer to purchase up to 50 million shares of its common stock at a price per share of $23 as described below, on March 7, 2006 the Company announced that ESL Investments, Inc. and certain affiliated entities ("ESL"), which own 77,061,800 shares, or 29%, of the Company’s common stock, have agreed to tender all of their shares in such offer, subject to certain conditions. Two of the Company’s directors, Edward S. Lampert and William C. Crowley, are Chief Executive Officer and President and Chief Operating Officer, respectively, of ESL. A copy of the agreement, which was entered into on March 6, 2006, is attached as Exhibit 10.1 hereto and its contents are incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

In 2002, the Board of Directors of AutoNation, Inc. (the "Company") adopted, and the Company’s stockholders approved, the AutoNation, Inc. Senior Executive Incentive Bonus Plan (the "Plan"), which provides for a performance-based annual bonus program for senior executive officers. A copy of the Plan was filed as Exhibit A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2002. The Plan is administered by the Executive Compensation Subcommittee (the "Subcommittee") of the Compensation Committee of the Board of Directors of the Company.

On February 6, 2006, the Subcommittee selected participants in the Plan for 2006, established specific annual performance goals and set target awards for participants in the Plan for 2006. The Subcommittee selected the following senior executive officers to participate in the Plan for 2006: the Company’s Chairman and Chief Executive Officer; President and Chief Operating Officer; Executive Vice President and Chief Financial Officer; and Executive Vice President, General Counsel & Secretary. The performance goals under the Plan for 2006 that were established by the Subcommittee are based upon the achievement of specified levels of operating income per share (minus a charge for capital deployed for acquisitions or share repurchases) and operating income as a percentage of gross profit for the Company during 2006. The Subcommittee also established an objective standard for calculating the amount of the target award for each Plan participant.

The performance goals established under the Plan for 2006 also constitute the performance goals that have been established for the 2006 corporate bonus plan to ensure that bonus-eligible corporate associates are fully aligned as a team to achieve improved operating performance for our existing business and to deploy capital effectively and profitably.

In administering the Plan, the Subcommittee’s objective is to create a direct link between pay and performance for the Company’s senior executives. The Subcommittee retains absolute "negative discretion" to eliminate or reduce the amount of any award under the Plan and to make all determinations under the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

On July 27, 2005, AutoNation, Inc. (the "Company") entered into a new Employment Agreement (the "Employment Agreement") with the Company’s President and Chief Operating Officer, Michael E. Maroone, pursuant to which Mr. Maroone shall continue to serve as the Company’s President and Chief Operating Officer until December 31, 2007 or such earlier date upon which Mr. Maroone’s employment may be terminated in accordance with the terms of the Employment Agreement. A copy of the agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2005 AutoNation, Inc. (the "Company") issued a press release announcing that it had completed a $600 million unsecured bank line of credit pursuant to a Five-Year Credit Agreement (the "Agreement"). The new five-year credit facility replaces a $300 million, 5-year credit facility that was set to expire on August 9, 2006 and a $200 million 364-day credit facility that was set to expire on August 5, 2005. The Administrative Agent for the new credit facility is JPMorgan Chase Bank, N. A. and the Syndication Agent is Bank of America, N. A. A total of 13 lenders are committed to the new credit facility. Copies of the Agreement and the press release are furnished as Exhibits 10.15 and 99.1, respectively, to this Current Report and are incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On March 25, 2005, AutoNation, Inc. (the "Company") entered into Amendment No. 1 to the December 30, 2004 Employment Agreement with the Company's Chairman and Chief Executive Officer, Mike Jackson, and entered into Amendment No. 1 to the May 14, 2003 Employment Agreement with the Company's President and Chief Operating Officer, Michael E. Maroone, pursuant to which Section 1(e)(iii) of each of the Employment Agreements was amended to reflect an agreed-upon modification of certain benefits provided by the Company to Messrs. Jackson and Maroone. Copies of each amended agreement are filed as Exhibits 10.15 and 10.16, respectively, to this Current Report and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 1.01. Entry into a Material Definitive Agreement.

In 2002, the Board of Directors of AutoNation, Inc. (the "Company") adopted, and the Company’s stockholders approved, the AutoNation, Inc. Senior Executive Incentive Bonus Plan (the "Plan"), which provides for a performance-based annual bonus program for senior executive officers. A copy of the Plan was filed as Exhibit A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2002. The Plan is administered by the Executive Compensation Subcommittee (the "Subcommittee") of the Compensation Committee of the Board of Directors of the Company.

On January 31, 2005, the Subcommittee selected participants in the Plan for 2005, established specific annual performance goals and set target awards for participants in the Plan for 2005. The Subcommittee selected the following senior executive officers to participate in the Plan for 2005: the Company’s Chairman and Chief Executive Officer; President and Chief Operating Officer; Senior Vice President, Chief Financial Officer; and Senior Vice President, General Counsel & Secretary. The performance goals under the Plan for 2005 that were established by the Subcommittee are based upon the achievement of specified levels of operating income per share (minus a charge for capital deployed for acquisitions or share repurchases) and operating income as a percentage of gross profit for the Company during 2005. The Subcommittee also established an objective standard for calculating the amount of the target award for each Plan participant.

The performance goals established under the Plan for 2005 also constitute the performance goals that have been established for the 2005 corporate bonus plan to ensure that bonus-eligible corporate associates are fully aligned as a team to achieve improved operating performance for our existing business and to deploy capital effectively and profitably.

In administering the Plan, the Subcommittee’s objective is to create a direct link between pay and performance for the Company’s senior executives. The Subcommittee retains absolute "negative discretion" to eliminate or reduce the amount of any award under the Plan and to make all determinations under the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2004, AutoNation, Inc. (the "Company") entered into a new Employment Agreement (the "Employment Agreement") with the Company’s Chairman and Chief Executive Officer, Mike Jackson, pursuant to which Mr. Jackson shall continue to serve as the Company’s Chairman and Chief Executive Officer until September 24, 2007 or such earlier date upon which Mr. Jackson’s employment may be terminated in accordance with the terms of the Employment Agreement. A copy of the agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.