EX-10.19






Exhibit 10.19




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 (the “Board”) 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,
including the restrictions and risk of forfeiture, set forth herein and in 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).



     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.



 









 





     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 _________, 25% on _________, 25% on _________, and 25% on _________(the “Vesting Dates”), subject
to the Grantee remaining continuously 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, except as otherwise
provided in this Paragraph 9. The Grantee agrees that, notwithstanding anything herein to the
contrary or the terms of the Plan and so long as the terms and conditions set forth in the Consents
are applicable (or such terms and conditions have been waived, modified or eliminated with the
approval of the Board), neither (A) the acquisition by ESL of either (x) direct or indirect
beneficial ownership of 50% or more of the Common Stock or (y) direct or indirect beneficial
ownership of more than 50% of the total combined voting power with respect to the election of
directors of the issued and outstanding stock of the Company nor (B) ESL having the power (whether
as a result of stock ownership, revocable or irrevocable proxies, contract or otherwise) or ability
to elect or cause the election of directors consisting at the time of such election of a majority
of the Board, shall constitute a Change in Control with respect to the Shares granted



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pursuant to this Agreement or constitute a “change in control” with respect to any other
restricted shares of common stock of the Company held by Grantee as of the date hereof or granted
to Grantee in the future under the Plan or any other Company equity plan; provided,
however, that the following events shall constitute a Change in Control for purposes of
this Agreement and constitute a “change in control” with respect to any other restricted shares of
common stock of the Company held by Grantee as of the date hereof or granted to Grantee in the
future under the Plan or any other Company equity plan: (i) a transaction in which the Company is
acquired by or merges, consolidates or combines with, or is merged, consolidated or combined with,
ESL or any entity controlled by ESL; or (ii) a “Rule 13e-3 transaction” with ESL, as such term is
defined in Rule 13e-3 of the Securities Exchange Act of 1934.



     10. Termination of Restricted Stock if Employment is Terminated Due to a Change in
Ownership of Subsidiary or Affiliate or Spin-Off. For the purpose 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.



     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
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
the purpose 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 the purpose
of clarification, upon a termination of the Grantee’s employment by the Company for Cause after
Retirement Eligibility and prior to the earlier of the Vesting 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



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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.



     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.



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     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
the purpose 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.






 









 






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.




     “Consents” shall mean the Honda Consent and the Toyota Consent, collectively.




     “ESL” shall mean ESL Investments, Inc. and any person, entity or group that directly,
or indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, ESL Investments, Inc. (for the avoidance of doubt, other than the
Company and its subsidiaries).




     “Honda Consent” shall mean that certain letter agreement, dated as of January 28, 2009,
among American Honda Motor Co., Inc., the Company and the ESL Parties (as defined in the
Honda Consent).




     “Spin-Off” A Spin-Off shall be deemed to have occurred with respect to a 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.




     “Toyota Consent” shall mean that certain letter agreement, dated as of January 28,
2009, among Toyota Motor Sales, U.S.A., Inc., the Company and ESL.




     “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.