|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the AN DEF 14A filed Apr 28, 2006. POLICY ON
GOLDEN PARACHUTE PAYMENTS
The Company will not enter into a Severance Agreement with a
senior executive of the Company that provides for Benefits in an
amount exceeding 299% of the sum of such senior executive’s
base salary plus bonus, unless such Severance Agreement has been
submitted to a stockholder vote. Further, unless such Severance
Agreement has been submitted to a stockholder vote, the Company
will not enter into a Severance Agreement that provides for the
payment of Benefits to a senior executive of the Company
triggered by (i) a Change in Control of the Company that is
approved by stockholders but not completed or (ii) a
completed Change in Control of the Company in which the senior
executive remains employed in a substantially similar capacity
by the successor entity.
As used herein, “Severance Agreement” means an
employment, severance or other agreement (together with any
renewal, modification or extension of any such agreement) that
provides for the payment of Benefits to a senior executive of
the Company triggered by (i) the termination of such
executive’s employment or (ii) a Change in Control of
the Company.
As used herein, “Benefits” means severance amounts
payable in cash or stock to a senior executive of the Company
(including amounts payable for the uncompleted portion of an
employment term), including both lump-sum payments and the
estimated present value of any periodic payments, consulting
fees or perquisites paid following the date of termination of
such executive’s employment; provided, that the term
“Benefits” does not include (i) retirement
benefits earned or accrued under qualified or non-qualified
retirement plans, (ii) the value of accelerated vesting of,
or payments with respect to, any outstanding equity-based award
granted prior to termination of such executive’s employment
or the extension of an exercise period with respect to any such
award or (iii) compensation and benefits earned, accrued or
otherwise provided for services rendered prior to the date of
termination of such executive’s employment.
AutoNation, Inc.
Corporate
Governance Guidelines
Table of Contents
As used herein, “bonus” means the annual bonus awarded
to the senior executive for the calendar year prior to any
termination of such executive’s employment.
As used herein, “Change in Control” means (i) the
acquisition by any person, entity or group (together with any
affiliates thereof) of direct or indirect beneficial ownership
of or the right to vote more than 50% of the voting securities
of the Company, or (ii) any merger, consolidation or other
business combination of the Company with or into any other
entity, recapitalization, spin-off, distribution or any other
similar transaction, whether in a single transaction or series
of related transactions, where the beneficial owners of the
voting securities of the Company prior to such transaction,
taken together with their affiliates, cease to beneficially own
at least 50% of the voting power of the voting securities of the
entity surviving or resulting from such transaction (or the
ultimate sole parent thereof) (such ownership being based solely
on the voting securities beneficially owned by such persons
immediately prior to such event).
As used herein, “senior executive” shall have the
meaning given to the term “executive officer” in
Rule 3b-7
under the Securities Exchange Act of 1934, as amended.
|
| |||||||
