EX-10.17






Exhibit 10.17




FORM OF AUTONATION, INC.




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of                           (the “Date
of Grant”), by and between AUTONATION, INC., a Delaware corporation (together with its subsidiaries
and affiliates, the “Company”), and the designated Company associate (“Grantee”) who accepts the
award of Restricted Stock (as defined in Section 2 below) made hereby, and agrees to be bound by
this Agreement, through Merrill Lynch’s Benefits OnLine System (the “BOL System”). This Agreement
shall be of no force and effect unless Grantee has accepted this Agreement on the BOL System by
                    .



RECITALS




     A. The Company has established the AutoNation, Inc. 2008 Employee Equity and Incentive Plan
(the “Plan”), a copy of which is attached as Exhibit A hereto, in order to provide
incentive to valued employees of the Company; and



     B. The Executive Compensation Subcommittee of the Board of Directors of the Company (the
“Committee”) has approved the grant to the Grantee of Restricted Stock on the terms and conditions
set forth in this Agreement.



TERMS OF AGREEMENT




     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:



     1. Definitions. Schedule 1 sets forth a Glossary of terms that are used
herein. All capitalized terms used but not defined in this Agreement shall have the meanings given
to them in the Glossary or the Plan.



     2. Award of Restricted Stock Pursuant to Plan. Subject to the terms and conditions of
the Plan, Grantee is hereby granted under the Plan an award (“Award”) of the number of shares of
common stock, $0.01 par value, of the Company (the “Shares” or “Restricted Stock”) set forth for
Grantee on the BOL System under the Grant Information tab (for the Date of Grant), subject to the
restrictions and risk of forfeiture set forth herein and in the Plan.



     3. Certificate. Reasonably promptly after the Date of Grant, the Company, in its sole
discretion, shall either (i) issue a stock certificate, registered in the name of the Grantee
evidencing the Shares and bearing an appropriate legend specifying that such Shares are not
transferable and are subject to the provisions of the Plan and this Agreement, or (ii) establish
and maintain, or cause a representative to establish and maintain, an account to record the Shares
until such Shares become vested or are forfeited.



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     4. Withholding of Shares for Taxes. The Company shall withhold an amount equal to the
federal, state and/or local taxes due at the time the Grantee has taxable income in respect
of the Shares (or, if the Grantee makes an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended (the “Code”) in connection with the Award, on or about the Date of
Grant). Unless otherwise determined by the Company, such withholding shall be satisfied by the
Company withholding Shares having a fair market value (as determined by the Company) equal to the
amount of tax required to be withheld. The Grantee understands that the Grantee (and not the
Company) shall be responsible for any tax liability of the Grantee that may arise as a result of
the transactions contemplated by this Agreement.



     5. Rights of Ownership and Restrictions on Transfer. Unless and until the Shares are
forfeited, notwithstanding the restrictions and risk of forfeiture set forth herein and in the
Plan, the Grantee shall have the right to vote the Shares and to receive dividends on the Shares.
The Shares granted hereby shall not be transferable until vesting as set forth in Paragraph 6
below, except by will or the laws of descent and distribution.



     6. Vesting. Except as otherwise provided herein or in the Plan, the Shares shall
become nonforfeitable and fully transferable (shall “vest”) in four equal annual installments, 25%
on the first anniversary of the Date of Grant, 25% on the second anniversary of the Date of Grant,
25% on the third anniversary of the Date of Grant, and 25% on the fourth anniversary of the Date of
Grant (the “Vesting Anniversary Dates”), subject to the Grantee remaining employed with the Company
on such dates.



     7. Forfeiture of Unvested Stock on Termination of Employment. Except as otherwise
provided herein or in the Plan, upon the termination of employment of the Grantee with the Company
for any reason, all outstanding unvested Shares held by the Grantee at the time of such termination
shall be immediately forfeited and surrendered to the Company, and any stock certificates issued
with respect to such unvested Shares shall be cancelled and such unvested Shares shall cease to
remain outstanding.



     8. Vesting on Death or Disability. Notwithstanding anything in Paragraph 7 to the
contrary, if a Grantee’s termination of employment is by reason of the death or “permanent and
total disability” (within the meaning of Section 22(e)(3) of the Code) of the Grantee, all Shares
held by the Grantee at the time of such termination shall become immediately vested as provided in
Section 13 of the Plan.



     9. Vesting on Change in Control. In the event of a Change in Control (as defined in
Section 10(e) of the Plan), all Shares held by the Grantee at the time of such Change in Control
shall become immediately vested as provided in Section 10(e) of the Plan.



     10. Termination of Restricted Stock if Employment is Terminated Due to a Change in
Ownership of Subsidiary or Affiliate or Spin-Off. For purposes of clarification, if Grantee
ceases to be an employee of the Company or any Subsidiary or Affiliate of the Company following a
Change in Ownership or Spin-Off of the Subsidiary, Affiliate or business unit by which Grantee is
employed (whether because of the termination of employment of Grantee or because the corporation or
other entity by which Grantee was employed ceases to be a Subsidiary or Affiliate of the Company or
otherwise), then all outstanding unvested Shares held by the Grantee at the time of such
termination shall be immediately forfeited and surrendered to the Company, and any stock
certificates issued with respect to such unvested Shares shall be cancelled and such unvested
Shares shall cease to remain outstanding.



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     11. Retirement. Upon the Grantee attaining age 55 and completion of 6 years of
service with the Company or a Subsidiary or an Affiliate as set forth in Section 13 of the Plan
(“Retirement Eligibility”), or if the Grantee has attained Retirement Eligibility as of the Date of
Grant, all Shares granted hereunder to the Grantee shall become immediately vested (and,
accordingly, shall become subject to share withholding under Paragraph 4 of this Agreement),
although such Shares (except for Shares to be withheld in accordance with Paragraph 4) shall remain
nontransferable until the earliest of (a) the Grantee’s termination of employment, (b) the Vesting
Anniversary Date on which such Shares would otherwise have become vested, or (c) the occurrence of
any event that would have caused acceleration of vesting under the terms of the Plan or this
Agreement. For purposes of clarification, in the event the Grantee has attained Retirement
Eligibility, the vesting schedule set forth in Paragraph 6 shall apply to the number of Shares
remaining after Company withholding in accordance with Paragraph 4. Notwithstanding the foregoing,
for purposes of clarification, upon a termination of the Grantee’s employment by the Company for
“Cause” (as defined in Section 12(a) of the Plan) after Retirement Eligibility and prior to the
earlier of the Vesting Anniversary Date on which such Shares would otherwise have become vested or
the occurrence of any event that would have caused acceleration of vesting under the terms of the
Plan or this Agreement, the Shares that have not yet become transferable pursuant to this Paragraph
shall be forfeited and surrendered to the Company, and any stock certificates issued with respect
to such Shares shall be cancelled and such Shares shall cease to remain outstanding.



     12. Grantee Bound by Terms of Plan. Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all of the terms, conditions and provisions thereof.



     13. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without regard to its principles of conflict of laws. The
parties agree that any action, suit or proceeding arising out of or relative to this Agreement or
the relationship of the Grantee and the Company shall be instituted only in the State or federal
courts located in Broward County in the State of Florida, and each party waives any objection that
such party may now or hereafter have to such venue or jurisdiction in any action, suit or
proceeding brought in any State or federal court located in Broward County, Florida. The Grantee
affirms that he or she has sufficient contact with Florida such that Grantee would reasonably
anticipate being hailed into said courts in Florida regarding this Agreement or any other contract
or issues arising between the parties hereto. Any and all service of process and any other notice
in any such action, suit or proceeding shall be effective against the Grantee if given by mail
(registered or certified where possible, return receipt requested), postage prepaid, mailed to
Grantee at the address set forth in the Company’s records, or shall be effective against the
Company if given in accordance with Paragraph 16 hereof.



     14. No Right to Continued Employment. Nothing contained in this Agreement shall
confer on Grantee the right to continue in the employment of the Company or otherwise shall impede
the Company’s ability to terminate Grantee’s employment.



     15. Severability. The invalidity or enforceability of any one or more provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.



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     16. Notices. All notices, requests, demands, claims and other communications by
Grantee with respect to this award of Restricted Stock shall be in writing and shall be deemed
given if delivered by certified or registered mail (first class postage prepaid), guaranteed
overnight delivery or facsimile transmission if such transmission is confirmed by delivery by
certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the
following address (or to such other addresses or telecopy numbers which the Company shall designate
in writing to the Grantee from time to time):



	 	 	 
	 

	 	AutoNation, Inc.

110 S.E. 6th Street

Fort Lauderdale, Florida 33301

Attention: Compensation and Equity Analyst

Telecopy: (954) 769-3852
	 
	 	 
	with a copy to:

	 	AutoNation, Inc.

110 S.E. 6th Street

Fort Lauderdale, Florida 33301

Attention: General Counsel

Telecopy: (954) 769-6340






     17. Binding Effect. This Agreement shall not constitute a binding obligation of the
Company or the Grantee until it is accepted by the Grantee on the BOL System. Subject to the
limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company and to Grantee’s heirs, legatees, distributees
and personal representatives. No handmarked or interlineated modifications shall constitute a part
of this Agreement.



     18. Conflict with Terms of the Plan. In the event that any provision of this
Agreement conflicts with any provision of the Plan and cannot reasonably be interpreted to be a
clarification of such provision of the Plan or an exercise of the authority granted to the Plan’s
administrator pursuant to the Plan, the provision of the Plan shall govern and be controlling. For
purposes of clarification, Paragraphs 10 and 11 hereof shall govern notwithstanding any contrary
provisions of the Plan.



     19. Integration. Except for the provisions relating to restricted stock contained in
that certain Restrictive Covenants and Confidentiality Agreement of even date herewith by and
between the Company and Grantee, this Agreement supersedes all prior agreements and understandings
between the Company and the Grantee relating to the grant of the Restricted Stock, whether oral or
otherwise.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
first above written.





	 	 	 	 	 
	By: AUTONATION, INC. 

 	 
	
 	 
	Name:  	 	 
	Title:  	 	 
	 






GRANTEE:


By accepting the Award on the BOL System,

Grantee agrees to be bound by the terms of

this Restricted Stock Agreement and agrees

that the Shares are subject to the terms

and conditions set forth herein.









 




 




 




 




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RESTRICTED STOCK AGREEMENT




SCHEDULE 1

GLOSSARY




The terms below shall have the following meanings when used throughout the Agreement. Capitalized
terms that are used but not defined in the Agreement or this Glossary shall have the meanings given
to them in the Plan.





     “Affiliate” shall mean a Subsidiary or any other entity of which on the relevant date
at least a majority of the Voting Securities are at the time owned directly or indirectly by
the Company or any Subsidiary.




     “Cause” shall have the meaning given to it in the Plan.




     “Change in Ownership” A Change in Ownership shall be deemed to have occurred with
respect to a Grantee if (i) as a result of a merger, consolidation, reorganization, business
combination, sale, exchange or other disposition of Voting Securities or other transaction,
the corporation or other entity by which Grantee is employed ceases to be a Subsidiary or
Affiliate of the Company and, immediately after such transaction, the persons who were
stockholders of the Company immediately before such transaction do not own at least a
majority of the Voting Securities of such corporation or other entity, or (ii) there is a
sale or other disposition of all or substantially all of the assets of the trade, business,
corporation or other entity by which Grantee is employed and, immediately after such
transaction, the Company or the persons who were stockholders of the Company immediately
before such transaction do not own at least a majority of the Voting Securities of a
corporation or other entity that acquires such assets or engages in such trade or business.
Notwithstanding the foregoing, a Change in Ownership shall not include a Change in Control
(as defined in the Plan) of the Company.




     “Spin-Off” A Spin-Off shall be deemed to have occurred with respect to an Grantee if
the corporation or other entity by which Grantee was employed, or the entity that succeeds
to the business unit or trade by which Grantee was employed, is not a Subsidiary or
Affiliate of the Company following a pro rata distribution or dividend of its capital stock
to the persons who were stockholders of the Company immediately before such transaction and,
immediately after such transaction, such corporation or other entity has a class of Voting
Securities that is traded publicly on a national securities exchange.




     “Subsidiary” shall have the meaning given to it in Section 424(f) of the Internal
Revenue Code of 1986, as amended.




     “Voting Securities” shall mean securities or other ownership interest having ordinary
voting power (absolutely or contingently) for the election of directors or other persons
performing similar functions.




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