Document

Exhibit 10.2


[AUTONATION LETTERHEAD]



February 10, 2022


Mr. Gianluca Camplone




Dear Gianluca:


Congratulations!  It is my pleasure to extend an offer of employment for you to join the AutoNation team!  Subject to the approval of the Compensation Committee (the “Committee”) of AutoNation’s Board of Directors, the terms of your employment offer are as follows:


						
	•Position Title:
	COO Precision Parts, EVP
Head of Mobility, Business Strategy and Development

	•Reporting To:
	Mike Manley, CEO
	•Commencement Date:
	March 1, 2022

	•Base Rate of Pay:
	$785,000 ($32,708.34 payable semi-monthly)
	•Target Bonus (90%):
	$706,500
	•Total Target Cash Compensation:
	$1,491,500

	•Annual Equity (at target):
	$2,000,000
	•Total Direct Compensation (at target):
	$3,491,500




•Bonus Eligibility: You will be eligible for the 2022 bonus plan applicable to Company executives and payable in 2023.  This plan will target 90% of your annual base rate of pay and is based on overall company performance.  Future years’ bonus eligibility, percentage, and metrics will be at the level commensurate with your position in effect at that time as determined by the Committee.  Your 2022 bonus will be prorated for your hire date. 


•Equity Plan:  You will be eligible for a 2022 grant of restricted stock units with a grant date closing value of $2,000,000 at target.  Equity awards are subject to the terms and conditions of the equity plan and corresponding grant agreements substantially in the form of the attached.  While terms and conditions of the plan are subject to approval of the Committee, the 2022 grant for you will consist of:


•RSUs: One-third of the equity award will be in the form of restricted stock units, that will vest over a three-year period, one third per year during your term of employment.


•PBRSUs: Two-thirds of the equity award will be in the form of performance based restricted stock units that are subject to three-year performance conditions as established by the Committee.


•Sign-on Cash Payment: You will receive a one-time sign-on cash payment by the Company in the amount of $600,000.00 less applicable taxes and withholdings.  This amount will be paid a soon as administratively feasible following your employment in accordance with the Company’s normal payroll schedule.  If you resign from the Company before the one-year anniversary of your start date, you will be required to pay back the full $600,000.00 amount to the Company, less applicable taxes and withholdings.


•Sign-on Equity Grant:  You will receive a one-time grant of restricted stock units with a grant date Fair Market value of $200,000.  The closing price of AutoNation stock on your Commencement Date will be used to determine the number of shares granted, rounded down to the nearest whole number.  The equity award will 








vest after one year of service on March 1, 2023 and is subject to the terms and conditions of the equity plan and corresponding grant agreements.  


•Severance: You will receive one year Base Salary and one year Target Bonus, in a cash lump sum, less applicable withholdings, within 30 days of a “qualifying employment termination.” Also upon a “qualifying employment termination” all outstanding time-based equity awards will vest 100%, and all outstanding performance based equity awards will pay out on a pro rata basis (based on the number of full months employed during the outstanding performance cycle), based on actual performance at the end of each open cycle. A  “qualifying employment termination” will be defined as an involuntary termination by the Company without cause or a “good reason” termination by you for constructive termination (i.e., a material decrease in compensation, a material change in duties or responsibilities, and/or a required relocation of more than 50 miles, which reason has not been cured within 10 days of notice by you to the Company). The severance is in lieu of any other severance plan applicable to executive officers generally and will be subject to your signing a separation agreement, which will includes a release of claims against the Company and a one-year “non-compete” covenant (and non-solicitation of employees, and confidentiality and non-disparagement provisions, all of which will be 5 years in length).          


•401(k) Plan: You will be eligible to participate in the AutoNation 401(k) Plan.  An enrollment kit will be mailed to your home approximately 30 days following date of hire. However, any time after receiving your first paycheck you may enroll in the plan administered by Wells Fargo by texting “Retire” to 93557.  Once eligible for the DCP match, you will no longer be eligible for the 401(k) plan match. 


•Deferred Compensation Plan: You will be eligible to participate in the Deferred Compensation Plan (“DCP”) in 2023.  The DCP is a complement to our 401(k) plan, is limited to a select group of management associates and allows you to defer a larger percentage of your income toward your retirement savings than within the 401(k) plan.  The DCP also offers the flexibility of in-service distributions for college tuition or other major expenses.  In addition, AutoNation offers a matching contribution, the amount is determined annually and is subject to a vesting schedule. The DCP matching contribution is in lieu of a matching contribution under the AutoNation 401(k) Plan.


•Fitness Center Membership: You will be invited to use the AutoNation Body Shop exercise facility located in the AutoNation Headquarters building.  You will have free access to the fitness center which includes free weights, cardio and weight equipment as well as private changing rooms. 


•Vacation Benefit: Associates accrue vacation time on a per pay period basis at a rate commensurate with their length of service with the Company. You will be eligible for 17 days of vacation per year.  Future years vacation eligibility will be determined by the Company’s policy in effect at that time.  


•Benefit Eligibility: Prior to becoming eligible for benefits, you will receive notification that you can enroll online at www.KnowYourBenefits.org.  On the website you will find your benefit options, cost, plan comparison information and your enrollment deadline. You will also receive information on how to earn healthy credits to substantially reduce your (and your spouse’s) medical, life, and critical illness insurance premiums.  The elections you make will be effective the first day of the month following one month of regular, Full-Time employment.  However, if you are hired on the first day of a month, your coverage will be effective on the first day of the following month. If you are planning to enroll dependents in AutoNation’s health, dental or vision insurance plans you will be required to submit proof of dependency for those dependents by the end of the month in which your benefits become effective.  Proof of dependency includes marriage and/or birth certificates.  Failure to provide dependent certification by the deadline will result in those dependents not being eligible for health, dental or vision insurance benefits until the next annual enrollment period, or as a result of a qualifying life event during the year.










•Vehicle Allowance: As provided for within the Executive Vehicle Allowance Program policy, you will be eligible for an annual vehicle allowance, of $15,600 or a demonstrator vehicle.  You can choose to receive your vehicle allowance as an annual lump sum or paid semi-monthly.  Your vehicle allowance will be prorated based on your hire date. 


•Relocation:  The Company will provide you with relocation assistance in moving you and your personal property to South Florida, which may be utilized one-time within the first five years of your employment, subject to your signing the Company’s Relocation Policy Acknowledgment Form.  Attached for your review is a copy of the Executive Relocation Benefits.  Your contact for relocation will be _______. _______ can be reached at (954) 769-xxxx.


•Executive Physical: You will be eligible for an annual executive physical as provided for within the AutoNation Executive Health Management Plan.


•Drug Screening: This offer is contingent upon the successful completion of the Company’s drug screening process.  


•Background Verification: This offer is contingent upon the successful completion of the Company’s background verification process.  Once you accept this offer, you will be invited to complete the background consent form online.  


•Confidentiality, No-Solicit/No-Hire & Non-Compete Agreement and Arbitration Agreement: This offer is contingent upon your electronic signature to be obtained on the first day of employment.  


•At-Will Employment: This letter is not a guarantee of continued employment nor does it in any way abridge the employment-at-will relationship that exists between the Company and its employees, nor does it create a contractual relationship.  Management retains the right to terminate employment of any associate with or without notice and with or without reason.  Similarly, the associate also has the right to terminate employment with or without notice and with or without reason.


•Employment Eligibility Verification: This offer is contingent upon your ability to produce acceptable documents that establish identity and employment eligibility (U.S. Department of Justice Form I-9).  The Company requires you to produce these documents on your first day of employment.  


Please indicate your acceptance of these terms and conditions by signing below. 


Should you have any questions, please feel free to call me.  We look forward to having you join the AutoNation team!




						
	Sincerely,	Accepted:

	/s/Mike Manley                                                        
Mike Manley
CEO
	/s/ Gianluca Camplone                       2/14/2022    
Gianluca Camplone                            Date