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                                                                   EXHIBIT 10.16

                                AUTONATION, INC.
                     SENIOR EXECUTIVE INCENTIVE BONUS PLAN

1.       Purpose.  The purpose of the AutoNation, Inc. Senior Executive
Incentive Bonus Plan is to align the interests of Company management with those
of the shareholders of the Company by encouraging management to achieve goals
intended to increase shareholder value.

2.       Definitions.  The following terms, as used herein, shall have the
following meanings:

       (a)  "Award" shall mean an incentive compensation award, granted pursuant
            to the Plan, which is contingent upon the attainment of Performance
            Factors with respect to a Performance Period.

       (b)  "Board" shall mean the Board of Directors of the Company.

       (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (d)  "Committee" shall mean the Compensation and Nominating Committee of
the Board or such other committee or subcommittee as may be appointed by the
Board to administer the Plan in accordance with Section 3 of the Plan.

       (e)  "Common Stock" shall mean the common stock of the Company, par value
$.01 per share.

       (f)  "Company" shall mean AutoNation, Inc., a Delaware corporation, or
any successor corporation.

       (g)  "Disability" shall mean permanent disability as determined pursuant
to the long-term disability plan or policy of the Company or its Subsidiaries in
effect at the time of such disability and applicable to a Participant.

       (h)  "Effective Date" shall mean January 1, 2002.

       (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

       (j)  "Executive Officer" shall mean an officer of the Company or its
Subsidiaries who is an "executive officer" within the meaning of Rule 3b-7
promulgated under the Exchange Act.

       (k)  "Participant" shall mean an Executive Officer or other key employee
who is, pursuant to Section 4 of the Plan, selected to participate herein.

       (l)  "Performance Factors" shall mean the criteria and objectives,
determined by the Committee, which must be met during the applicable Performance
Period as a condition of the Participant's receipt of payment with respect to an
Award. Performance Factors may include any or all of the following or any
combination thereof: net income (before or after taxes); operating income; gross
margin; earnings before all or any of interest, taxes, depreciation and/or
amortization ("EBIT", "EBITA" or "EBITDA"); revenue; unit sales; cash flow;
return on equity; return on assets; return on capital; asset management (e.g.,
inventory and receivable levels); earnings from continuing operations; cost
reduction goals or levels of expenses, costs or liabilities; market share;
customer satisfaction or any increase or decrease of one or more of the
foregoing over a specified period. Such Performance Factors may relate to the
performance of the Company, a Subsidiary, any portion of the business (including
one or more stores or franchises), product line or any combination thereof and
may be expressed on an aggregate, per share (outstanding or fully diluted) or
per unit basis. Where applicable, the Performance Factors may be expressed in
terms of attaining a specified level of the particular criteria, the attainment
of a percentage increase or decrease in the particular criteria, or may be
applied to the performance of the Company, a Subsidiary, any portion of the
business (including one or more stores or franchises), product line, or any
combination thereof, relative to a market index, a group of other companies (or
their subsidiaries, any portion of their businesses (including one or more
stores or franchises) or product lines), or a combination thereof, all as
determined by the Committee. Performance Factors may include a threshold level
of performance below which no payment shall be made, levels of performance below
the target level but above the threshold level at which specified percentages of
the Award shall be paid, a target level of performance at which the full Award
shall be paid, levels of

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performance above the target level but below the maximum level at which
specified multiples of the Award shall be paid, and a maximum level of
performance above which no additional payment shall be made. Performance Factors
may also specify that payments for levels of performances between specified
levels will be interpolated. The Committee shall have the sole discretion to
determine whether, or to what extent, Performance Factors are achieved;
provided, however, that the Committee shall have the authority to make
appropriate adjustments in Performance Factors under an Award to reflect the
impact of extraordinary items not reflected in such goals. For purposes of the
Plan, extraordinary items shall be defined as (1) any profit or loss
attributable to acquisitions or dispositions of stock or assets, (2) any changes
in accounting standards or treatments that may be required or permitted by the
Financial Accounting Standards Board or adopted by the Company or its
Subsidiaries after the goal is established, (3) all items of gain, loss or
expense for the year related to restructuring charges for the Company or its
Subsidiaries, (4) all items of gain, loss or expense for the year determined to
be extraordinary or unusual in nature or infrequent in occurrence or related to
the disposal of a segment of a business, (5) all items of gain, loss or expense
for the year related to discontinued operations that do not qualify as a segment
of a business as defined in APB Opinion No. 30 (or successor literature), (6)
the impact of capital expenditures, (7) the impact of share repurchases and
other changes in the number of outstanding shares, and (8) such other items as
may be prescribed by Section 162(m) of the Code and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions and any changes thereto.

       (m) "Performance Period" shall mean the twelve-month periods commencing
on January 1, 2002 and each January 1 thereafter, or such other periods as the
Committee shall determine; provided that a Performance Period for a Participant
who becomes employed by the Company or its Subsidiaries following the
commencement of a Performance Period may be a shorter period that commences with
the date of the commencement of such employment.

       (n)  "Plan" shall mean this AutoNation, Inc. Senior Executive Incentive
Bonus Plan.

       (o)  "Subsidiary" shall mean any company, partnership, limited liability
company, business or entity (other than the Company) of which at least 50% of
the combined voting power of its voting securities is, or the operations and
management are, directly or indirectly controlled by the Company.

3.       Administration.  The Plan shall be administered by a Committee of the
Board. The Committee shall have the authority in its sole discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Awards; to determine
the persons to whom and the time or times at which Awards shall be granted; to
determine the terms, conditions, restrictions and performance criteria,
including Performance Factors, relating to any Award; to determine whether, to
what extent, and under what circumstances an Award may be settled, cancelled,
forfeited, or surrendered; to make adjustments in the Performance Factors in
recognition of unusual or non-recurring events affecting the Company or its
Subsidiaries or the financial statements of the Company or its Subsidiaries, or
in response to changes in applicable laws, regulations or accounting principles;
to construe and interpret the Plan and any Award; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of Awards; and to make all other determinations deemed necessary or
advisable for the administration of the Plan.

       The Committee shall consist of two or more persons each of whom shall be
an "outside director" within the meaning of Section 162(m) of the Code. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company and the Participant (or any
person claiming any rights under the Plan from or through any Participant).

       Subject to Section 162(m) of the Code or as otherwise required for
compliance with other applicable law, the Committee may delegate all or any part
of its authority under the Plan to an employee, employees or committee of
employees.

4.       Eligibility.  Awards may be granted to Participants in the sole
discretion of the Committee. In determining the persons to whom Awards shall be
granted and the Performance Factors relating to each Award, the Committee shall
take into account such factors as the Committee shall deem relevant in
connection with accomplishing the purposes of the Plan.



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5.       Terms of Awards.  Awards granted pursuant to the Plan shall be
communicated to Participants in such form as the Committee shall from time to
time approve and the terms and conditions of such Awards shall be set forth
therein.

       (a)  In General.  On or prior to the date on which 25% of a Performance
Period has elapsed, the Committee shall specify in writing, by resolution of the
Committee or other appropriate action, the Participants for such Performance
Period and the Performance Factors applicable to each Award for each Participant
with respect to such Performance Period. Unless otherwise provided by the
Committee in connection with specified terminations of employment, payment in
respect of Awards shall be made only if and to the extent the Performance
Factors with respect to such Performance Period are attained.

       (b)  Special Provisions Regarding Awards.  Notwithstanding anything to
the contrary contained herein, in no event shall payment in respect of Awards
granted hereunder exceed $5,000,000 to any one Participant in any one year. The
Committee may at its discretion decrease the amount of an Award payable upon
attainment of the specified Performance Factors, but in no event may the
Committee increase at its discretion the amount of an Award payable upon
attainment of the specified Performance Factors.

       (c)  Time and Form of Payment.  Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Plan shall be
made in cash within ninety (90) days after the end of the Performance Period.

6.       Term.  Subject to the approval of the Plan by the holders of a majority
of the Common Stock represented and voting on the proposal at the annual meeting
of Company stockholders to be held in 2002 (or any adjournment thereof), the
Plan shall be effective as of January 1, 2002 and shall continue in effect until
all awards for Performance Periods ending on or before December 31, 2006 have
been paid, unless earlier terminated as provided below.

7.       General Provisions.

       (a)  Compliance with Legal Requirements.  The Plan and the granting and
payment of Awards, and the other obligations of the Company under the Plan shall
be subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required.

       (b)  Nontransferability.  Awards shall not be transferable by a
Participant except upon the Participant's death following the end of the
Performance Period but prior to the date payment is made, in which case the
Award shall be transferable in accordance with any beneficiary designation made
by the Participant in accordance with Section 7(k) below or, in the absence
thereof, by will or the laws of descent and distribution.

       (c)  No Right To Continued Employment.  Nothing in the Plan or in any
Award granted pursuant hereto shall confer upon any Participant the right to
continue in the employ of the Company or any of its Subsidiaries or to be
entitled to any remuneration or benefits not set forth in the Plan or to
interfere with or limit in any way whatever rights otherwise exist of the
Company or its Subsidiaries to terminate such Participant's employment or change
such Participant's remuneration.

       (d)  Withholding Taxes.  Where a Participant or other person is entitled
to receive a payment pursuant to an Award hereunder, the Company shall have the
right either to deduct from the payment, or to require the Participant or such
other person to pay to the Company prior to delivery of such payment, an amount
sufficient to satisfy any federal, state, local or other withholding tax
requirements related thereto.

       (e)  Amendment and Termination of the Plan.  The Board or the Committee
may at any time and from time to time alter, amend, suspend, or terminate the
Plan in whole or in part; provided that no amendment that requires stockholder
approval in order for the Plan to continue to comply with Code Section 162(m)
shall be effective unless the same shall be approved by the requisite vote of
the stockholders of the Company. Notwithstanding the foregoing, no amendment
shall affect adversely any of the rights of any Participant under any Award
following the end of the Performance Period to which such Award relates,
provided that the exercise of the Committee's discretion pursuant to Section
5(b) to reduce the amount of an Award shall not be deemed an amendment of the
Plan.

       (f)  Participant Rights.  No Participant shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment for Participants.


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       (g)  Termination of Employment.

                (i)      Unless otherwise provided by the Committee, except as
       set forth in subparagraph (ii) of this subsection (g), a Participant must
       be actively employed by the Company or its Subsidiaries at the end of the
       Performance Period (although such Participant need not be actively
       employed on the date of payment of the related Award) in order to be
       eligible to receive payment in respect of such Award.

                (ii)     Unless otherwise provided by the Committee, if a
       Participant's employment is terminated as result of death, Disability or
       voluntary retirement with the consent of the Company prior to the end of
       the Performance Period, such Participant shall receive a pro rata portion
       of the Award that he or she would have received with respect to the
       applicable Performance Period, which shall be payable at the time payment
       is made to other Participants in respect of such Performance Period.

       (h)  Unfunded Status of Awards.  The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company.

       (i)  Governing Law.  The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.

       (j)  Effective Date.  The Plan shall take effect upon its adoption by the
Board; provided, however, that the Plan shall be subject to the requisite
approval of the stockholders of the Company in order to comply with Section
162(m) of the Code. In the absence of such approval, the Plan (and any Awards
made pursuant to the Plan prior to the date of such approval) shall be null and
void.

       (k)  Beneficiary.  A Participant may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the Committee
and may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant and an Award is payable to the
Participant's beneficiary pursuant to Section 7(b), the executor or
administrator of the Participant's estate shall be deemed to be the grantee's
beneficiary.

       (l)  Interpretation.  The Plan is designed and intended to comply, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.



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