2003 Committee Charter : AN

AutoNation, Inc.
Executive Compensation Subcommittee Charter
1
AutoNation, Inc.
Executive Compensation Subcommittee Charter
The Executive Compensation Subcommittee (the "Subcommittee") is a subcommittee of the Compensation Committee of
the Board of Directors (the "Board") of AutoNation, Inc. (the "Company"). The primary function of the Subcommittee is to
assist the Compensation Committee in fulfilling its responsibilities by performing the duties described in this Executive
Compensation Subcommittee Charter.
DUTIES AND RESPONSIBILITIES
The Subcommittee shall have the following duties and responsibilities:
Performance-Based Compensation of Executive Officers
  • Reviewing and approving the performance-based compensation of executive officers of the Company as
    contemplated under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"), and
    the rules promulgated thereunder, including bonuses, stock option grants or other equity and performance-based
    compensation. In setting the long-term incentive component of CEO compensation, the Subcommittee should
    consider, among other factors, the Company's performance and relative shareholder return, the value of similar
    incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years.
    Administering the Company's Employee Stock Option Plans and Senior Executive Incentive Bonus Plan
  • Approving stock option grants under the Company's stock option plans in effect from time to time.
  • Administering in all respects the Company's stock option plans in effect from time to time, and taking all actions
    and making all determinations required or provided for (a) under such plans, (b) under any stock option agreement
    entered into under such plans and (c) with respect to any option granted under such plans.
  • Administering in all respects the Company's Senior Executive Incentive Bonus Plan, including, without limitation,
    establishing and administering performance goals and certifying that such performance goals are attained as
    contemplated by Section 162(m).
    Other Matters
  • Together with the Compensation Committee, annually preparing a written report as required by the Securities and
    Exchange Commission for inclusion in the Company's annual proxy statement.
  • Any other matter specifically delegated to the Subcommittee from time to time by the Compensation Committee or
    the Board.
    MEMBERSHIP
  • The Subcommittee shall be comprised of at least two members of the Compensation Committee designated by the
    Board. The Board shall designate one member as the Chair, based on the recommendation of the Corporate
    Governance Committee. Subcommittee members may be removed by the Board.
  • Each member of the Subcommittee must qualify as a "non-employee director" within the meaning of Rule 16b-3
    promulgated under the Securities Exchange Act of 1934, as amended, and must qualify as an "outside director"
    under Section 162(m).
    AutoNation, Inc.
    Executive Compensation Subcommittee Charter
    2
    MEETINGS AND PROCEDURES
  • The Subcommittee may fix its own rules of procedure, which shall be consistent with the bylaws of the Company
    and this Charter.
  • The Chair or a majority of the members of the Subcommittee may call meetings of the Subcommittee upon such
    notice as is required for special Board meetings in accordance with the Company's bylaws. The Subcommittee
    may meet by telephone conference call or by any other means permitted by law or the Company's bylaws.
  • The Chair of the Subcommittee shall be responsible for leadership of the Subcommittee, including preparing the
    agenda, presiding over Subcommittee meetings, making Subcommittee assignments and reporting the
    Subcommittee's actions to the Compensation Committee as contemplated below.
  • A majority of the members of the Subcommittee shall constitute a quorum.
  • The Subcommittee may request that any Director, officer or employee of the Company, or other persons whose
    advice and counsel are sought by the Subcommittee, attend any meeting of the Subcommittee to provide such
    pertinent information as the Subcommittee requests.
  • The Chair of the Subcommittee (or other member designated by the Chair or the Subcommittee in the Chair's
    absence) shall report to the full Compensation Committee, at the request of the Compensation Committee, with
    respect to those matters considered and acted upon by the Subcommittee.
  • The Subcommittee shall keep written minutes of its meetings, which minutes shall be maintained with the books
    and records of the Company.
    PERFORMANCE EVALUATION
  • The Subcommittee shall conduct a self-evaluation of its performance annually.
  • In conducting this review, the Subcommittee shall evaluate whether this Charter appropriately addresses the
    matters that are or should be within its scope.
  • In conducting this review, the Subcommittee shall address all matters that it considers relevant to its performance,
    including at least the following: the adequacy, appropriateness and quality of the information and
    recommendations presented by the Subcommittee to the Board, the manner in which they were discussed or
    debated, and whether the number and length of meetings of the Subcommittee were adequate for the Subcommittee
    to complete its work in a thorough and thoughtful manner.
  • The Subcommittee shall present to the Board the results of its evaluation, including any recommended
    amendments to this Charter and any recommended changes to the Company's or the Board's or Compensation
    Committee's policies and procedures.
    OUTSIDE ADVISORS
  • The Subcommittee may retain compensation consultants, outside counsel and any other advisors, at the Company's
    expense, as the Subcommittee determines appropriate or advisable to carry out its duties. Additionally, the
    Subcommittee shall have the authority to call upon the appropriate corporate staff for assistance in the conduct of
    its responsibilities.