EX-10.1 2 a06-17802_1ex10d1.htm EX-10 2002 Equity Incentive Plan

2002 Equity Incentive Plan

KEY EXECUTIVE INCENTIVE COMPENSATION PLAN

1999 OPTION PLAN

2002 OPTION PLAN

Letter to CEO regarding Options

 

 

 2002 Equity Incentive Plan
Asbury Automotive Group, Inc.

        Section 1.    Purpose.    The purposes of this Asbury Automotive Group, Inc. 2002 Equity Incentive Plan are to promote the interests of Asbury Automotive Group, Inc. and its shareholders by (i) attracting and retaining exceptional directors, officers and other key employees (including prospective officers and key employees) of the Company and its Subsidiaries and (ii) enabling such individuals to participate in the long-term growth and financial success of the Company.

        Section 2.    Definitions.    As used in the Plan, the following terms shall have the meanings set forth below:

        "Affiliate" shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

        "Award" shall mean any award that is permitted under Section 6 and granted under the Plan.

        "Award Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, require execution or acknowledgment by a Participant.

        "Board" shall mean the Board of Directors of the Company.

        "Change of Control" shall (i) have the meaning set forth in an Award Agreement, or (ii) if there is no definition set forth in an Award Agreement, mean an event or series of events, not including any events occurring prior to or in connection with an initial public offering of Shares (including the occurrence of such initial public offering), by which:

(A)

during any period of 24 consecutive calendar months, individuals:


(i)

who were directors of the Company on the first day of such period, or

(ii)

whose election or nomination for election to the Board was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or nomination for election was so approved,

 

shall cease to constitute a majority of the Board;

(B)

the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries (a "Reorganization") or sale or other disposition of all or substantially all of the assets of the Company to an entity that is not an affiliate of the Company (a "Sale"), that in each case requires the approval of the Company's stockholders under the law of the Company's jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of the Company in such Reorganization or Sale), unless immediately following such Reorganization or Sale more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (i) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of the Company (the "Surviving Entity"), or (ii) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the

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Surviving Entity (the "Parent Entity"), is represented by the Company's outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities") that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale;

(C)

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company's assets; or

(D)

any "person" (as such term is defined in Section 13(d) of the Exchange Act (or any successor section thereto)), corporation or other entity (other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate, (iii) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Shares or (iv) any entity or individual affiliated with (x) Ripplewood Holdings L.L.C. or (y) Freeman Spogli & Co. Incorporated, or their affiliates), becomes the "beneficial owner" (as such term is defined in Rule 13d-3 under the Exchange Act (or any successor rule thereto)), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then-outstanding securities.

        "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

        "Committee" shall mean the compensation committee of the Board, or such other committee of the Board as may be designated by the Board to administer the Plan.

        "Company" shall mean Asbury Automotive Group, Inc., together with any successor thereto.

        "Deferred Share Unit" shall mean a deferred share unit Award granted under the Plan, which represents an unfunded and unsecured promise to deliver Shares in accordance with the terms of the applicable Award Agreement.

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

        "Exercise Price" shall mean (i) in the case of Options, the price specified in the applicable Award Agreement as the price-per-Share at which such Share can be purchased pursuant to the Option or (ii) in the case of SARs, the price specified in the applicable Award Agreement as the reference price-per-Share used to calculate the amount payable to the Participant.

        "Fair Market Value" shall mean, (A) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (B) with respect to the Shares, as of any date, (i) the mean between the high and low sales prices of the Shares as reported on the composite tape for securities traded on the New York Stock Exchange for such date (or if not then trading on the New York Stock Exchange, the mean between the high and low sales price of the Shares on the stock exchange or over-the-counter market on which the Shares are principally trading on such date), or, if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee.

        "Incentive Stock Option" shall mean a right to purchase Shares from the Company that (i) is granted under Section 6 of the Plan and (ii) is intended to qualify for special Federal income tax treatment pursuant to Section 421 and 422 of the Code, as now constituted or subsequently

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amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement.

        "Independent Director" shall mean a member of the Board who is neither (i) an employee of the Company nor (ii) an employee of any of the Company's Affiliates.

        "Nonqualified Stock Option" shall mean a right to purchase Shares from the Company that (i) is granted under Section 6 of the Plan and (ii) is not an Incentive Stock Option.

        "Option" shall mean an Incentive Stock Option or a Nonqualified Stock Option or both, as the context requires.

        "Participant" shall mean any director, officer or other key employee (including any prospective officer or key employee) of the Company or its Subsidiaries eligible for an Award under Section 5 of the Plan and selected by the Committee to receive an Award under the Plan.

        "Performance Compensation Award" shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 6(g) of the Plan.

        "Performance Criteria" shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.

        "Performance Formula" shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

        "Performance Goal" shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

        "Performance Period" shall mean the one or more periods of time as the Committee may select over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to and the payment of a Performance Compensation Award.

        "Performance Share Unit" shall mean a performance share unit Award granted under the Plan, which represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property upon the attainment of Performance Goals in accordance with the terms of the applicable Award Agreement.

        "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

        "Plan" shall mean this Asbury Automotive Group, Inc. 2002 Equity Incentive Plan.

        "Repricing" shall mean (i) lowering the Exercise Price of an Option or SAR after it has been granted and (ii) any other action with respect to an Option or an SAR that is treated as a repricing under (A) generally accepted accounting principles or (B) any applicable stock exchange rules.

        "Restricted Share" shall mean a Share delivered under the Plan that is subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the applicable Award Agreement.

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        "Restricted Share Unit" shall mean a restricted share unit Award granted under the Plan, which represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable Award Agreement.

        "Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

        "SAR" shall mean a stock appreciation right granted under the Plan, which represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise Price per Share of the SAR, subject to the terms of the applicable Award Agreement.

        "SEC" shall mean the Securities and Exchange Commission or any successor thereto and shall include the staff thereof.

        "Shares" shall mean the common shares of the Company, $0.01 par value, or such other securities of the Company (i) into which such common shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (ii) as may be determined by the Committee pursuant to Section 4(b).

        "Subsidiary" shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

        "Substitute Awards" shall have the meaning specified in Section 4(c).

        Section 3.    Administration.    

        (a)   The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant and designate those Awards which shall constitute Performance Compensation Awards, (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Awards; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award (subject to Section 162(m) of the Code with respect to Performance Compensation Awards) shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) establish and administer Performance Goals and certify whether, and to what extent, they have been attained; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

        (b)   Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder.

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        (c)   No member of the Board, the Committee or any employee of the Company (each such person, a "Covered Person") shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's Restated Certificate of Incorporation or Restated Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

        (d)   With respect to any Performance Compensation Award granted under the Plan, the Plan shall be interpreted and construed in accordance with Section 162(m) of the Code.

        (e)   Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.

        Section 4.    Shares Available for Awards.    

        (a)    Shares Available.    Subject to adjustment as provided in Section 4(b), (i) the aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan shall be 4,750,000; (ii) the maximum number of Shares with respect to which Options and SARs may be granted to any Participant in any fiscal year of the Company shall be 350,000; and (iii) the maximum number of Shares with respect to which all other Awards (i.e., Awards other than Options and SARs) may be granted to any Participant in any fiscal year of the Company shall be 175,000. If, after the effective date of the Plan, any Award granted under the Plan is forfeited, or otherwise expires, terminates or is canceled without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or canceled Award shall again become available to be delivered pursuant to Awards under the Plan.

        (b)    Adjustments.    In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee in its discretion to be appropriate or desirable, then the Committee shall, in such manner as it may deem equitable or desirable, adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including the maximum number of Shares or other securities of the Company (or number and kind of other

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securities or property) with respect to which (A) Options and SARs may be granted to any Participant in any fiscal year of the Company, (B) all other Awards (i.e., Awards other than Options and SARs) may be granted to any Participant in any fiscal year of the Company and (C) Performance Compensation Awards may be granted to any Participant in any fiscal year of the Company and (ii) the terms of any outstanding Award, including (A) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (B) the Exercise Price with respect to any Award or, if deemed appropriate or desirable, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancellation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR may be canceled and terminated without any payment or consideration therefor).

        (c)    Substitute Awards.    Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines ("Substitute Awards"). The number of Shares underlying any Substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Subsidiaries or Affiliates through a merger or acquisition shall not be counted against the aggregate number of Shares available for Awards under the Plan.

        (d)    Sources of Shares Deliverable Under Awards.    Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

        Section 5.    Eligibility.    Any director, officer or other key employee (including any prospective officer or key employee) of the Company or any of its Subsidiaries (including any prospective officer or key employee) shall be eligible to be designated a Participant.

        Section 6.    Awards.    

        (a)    Types of Awards.    Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted Shares, (iv) Restricted Share Units, (v) Deferred Share Units, (vi) Performance Share Units and (vii) other equity-based or equity-related Awards that the Committee determines are consistent with the purpose of the Plan and the interests of the Company. Awards may be granted in tandem with other Awards. No Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code.

        (b)    Options.    

        (i)    Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, whether the Option will be an Incentive Stock Option or a Nonqualified Stock Option, and the conditions and limitations applicable to the exercise of the Option. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any regulations related thereto, as may be amended from time to time. All Options granted under the Plan shall be Nonqualified Stock Options unless the

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applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to Nonqualified Stock Options.

        (ii)    Exercise Price.    Except as otherwise established by the Committee at the time an Option is granted and set forth in the applicable Award Agreement, the Exercise Price of each Share covered by an Option shall be the Fair Market Value of such Share (determined as of the date the Option is granted); provided, however, that (A) except as otherwise established by the Committee at the time an Option is granted and set forth in the applicable Award Agreement, the Exercise Price of each Share covered by an Option which is granted effective as of the Company's initial public offering of Shares shall be the initial public offering price per Share and (B) the Exercise Price shall not be less than the Fair Market Value of a Share (determined as of the date the Option is granted). Options are intended to qualify as "qualified performance-based compensation" under Section 162(m) of the Code. Repricing of Options granted under the Plan shall not be permitted without prior shareholder approval, and any action that would be deemed to result in a Repricing of an Option shall be deemed null and void if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.

        (iii)    Exercise.    Each Option shall be vested and exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the Award Agreement, Options shall become vested and exercisable with respect to one-third of the Shares subject to such Options on each of the first three anniversaries of the date of grant. The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of Federal or state securities laws, as it may deem necessary or advisable.

        (iv)    Payment.    

        (A)  No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor is received by the Company. Such payment may be made in cash, or its equivalent, or (x) by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by such Participant for at least 6 months), or (y) if there shall be a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Exercise Price, or by a combination of the foregoing; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to such aggregate Exercise Price.

        (B)  Wherever in this Plan or any Award Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without

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further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

        (v)    Expiration.    Except as otherwise set forth in the applicable Award Agreement, each Option shall expire immediately, without any payment, upon the earlier of (A) the tenth anniversary of the date the Option is granted, or (B) the date the Participant who is holding the Option ceases to be employed by the Company or one of its Subsidiaries. In no event may an Option be exercisable after the tenth anniversary of the date the Option is granted.

        (c)    SARs.    

        (i)    Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom SARs shall be granted, the number of Shares to be covered by each SAR Award, the Exercise Price thereof and the conditions and limitations applicable to the exercise thereof. SARs may be granted in tandem with another Award, in addition to another Award or freestanding and unrelated to another Award. SARs granted in tandem with or in addition to an Award may be granted either at the same time as the Award or at a later time.

        (ii)    Exercise Price.    Except as otherwise established by the Committee at the time an SAR is granted and set forth in the applicable Award Agreement, the Exercise Price of each Share covered by an SAR shall be the Fair Market Value of such Share (determined as of the date the SAR is granted); provided, however, that the Exercise Price shall not be less than the Fair Market Value of a Share (determined as of the date the SAR is granted). SARs are intended to qualify as "qualified performance-based compensation" under Section 162(m) of the Code. Repricing of SARs granted under the Plan shall not be permitted without prior shareholder approval, and any action that would be deemed to result in a Repricing of an SAR shall be deemed null and void if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.

        (iii)    Exercise and Payment.    An SAR shall entitle the Participant to receive an amount equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in its sole discretion, whether an SAR shall be settled in cash, Shares, other securities, other Awards or other property, or a combination of any of the foregoing.

        (iv)    Other Terms and Conditions.    Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at or after the grant of an SAR, the term, methods of exercise, methods and form of settlement, and any other terms and conditions of any SAR. Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of SARs granted or exercised thereafter. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate or desirable.

        (d)    Restricted Shares and Restricted Share Units.    

        (i)    Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Restricted Shares and Restricted Share Units shall be granted, the number of Restricted Shares and Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards.

        (ii)    Transfer Restrictions.    Restricted Shares and Restricted Share Units may not be sold, assigned, transferred, pledged or otherwise encumbered except, in the case of Restricted Shares, as provided in the Plan or the applicable Award Agreement. Certificates issued in respect of

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Restricted Shares shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company or such other custodian as may be designated by the Committee or the Company, and shall be held by the Company or other custodian, as applicable, until such time as the restrictions applicable to such Restricted Shares lapse. Upon the lapse of the restrictions applicable to such Restricted Shares, the Company or other custodian, as applicable, shall deliver such certificates to the Participant or the Participant's legal representative.

        (iii)    Payment.    Each Restricted Share Unit shall have a value equal to the Fair Market Value of a Share. Restricted Share Units shall be paid in cash, Shares, other securities, other Awards or other property, as determined in the sole discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement.

        (iv)    Dividends.    Dividends paid on any Restricted Shares may be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Shares pursuant to the terms of the applicable Award Agreement, or may be reinvested in additional Restricted Shares or in additional Restricted Share Units, as determined by the Committee in its sole discretion.

        (e)    Other Stock-Based Awards.    Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to grant to Participants other equity-based or equity-related Awards (including Deferred Share Units and Performance Share Units) in such amounts and subject to such terms and conditions as the Committee shall determine; provided that any such Awards must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.

        (f)    Dividend Equivalents.    In the sole and complete discretion of the Committee, an Award, other than an Option or SAR, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award, or reinvestment in additional Shares, Restricted Shares or other Awards

        (g)    Performance Compensation Awards.    

        (i)    General.    The Committee shall have the authority, at the time of grant of any Award, to designate such Award (other than Options and SARs) as a Performance Compensation Award in order to qualify such Award as "qualified performance-based compensation" under Section 162(m) of the Code. Options and SARs granted under the Plan shall not be included among Awards that are designated as Performance Compensation Awards under this Section 6(g).

        (ii)    Eligibility.    The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 6(g). Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.

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        (iii)    Discretion of Committee with Respect to Performance Compensation Awards.    With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, and the Performance Formula. Within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

        (iv)    Performance Criteria.    Notwithstanding the foregoing, the Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, and shall be limited to the following: (1) net income before or after taxes, (2) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization), (3) operating income, (4) earnings per share, (5) return on shareholders' equity, (6) return on investment, (7) return on assets, (8) level or amount of acquisitions, (9) share price, (10) profitability/profit margins, (11) market share, (12) revenues or sales (based on units and/or dollars), (13) costs, (14) cash flow, (15) working capital, (16) customer satisfaction and (17) employee satisfaction. The Performance Criteria may be applied on an absolute basis and/or be relative to one or more peer companies or indices or any combination thereof. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of the applicable Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

        (v)    Performance Goals.    The Committee is authorized at any time during the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), or any time thereafter (but only to the extent the exercise of such authority after such 90-day period (or such shorter period, if applicable) would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as "qualified performance-based compensation" under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code (1) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company, or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal) or (2) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or the financial statements of the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

        (vi)    Payment of Performance Compensation Awards.    

        (A)    Condition to Receipt of Payment.    A Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. Notwithstanding the foregoing, in the discretion of the Committee, Performance Compensation Awards may be paid to Participants who have retired or whose employment has terminated after the beginning of the Performance Period for which a Performance Compensation Award is made, or to the

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designee or estate of a Participant who died prior to the last day of a Performance Period, but not unless and until the Committee has certified attainment of the relevant Performance Goal(s) in accordance with Section 6(g)(vi)(C).

        (B)    Limitation.    A Participant shall be eligible to receive payments in respect of a Performance Compensation Award only to the extent that (1) the Performance Goal(s) for such period are achieved and certified by the Committee in accordance with Section 6(g)(vi)(C) and (2) the Performance Formula as applied against such Performance Goal(s) determines that all or some portion of such Participant's Performance Compensation Award has been earned for the Performance Period.

        (C)    Certification.    Following the completion of a Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant's Performance Compensation Award for the Performance Period and, in so doing, may apply negative discretion as authorized by Section 6(g).

        (D)    Negative Discretion.    In determining the actual size of an individual Performance Compensation Award for a Performance Period, the Committee may, in it sole judgment, reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period.

        (E)    Timing of Award Payments.    The Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively possible following completion of the certifications required by Section 6(g), unless the Committee shall determine that any Performance Compensation Award shall be deferred.

        (F)    Maximum Award Payable.    Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award that may be granted to any one Participant under the Plan in any fiscal year of the Company is 175,000 Shares or, in the event the Performance Compensation Award is paid in cash, other securities, other Awards or other property, the equivalent cash value of 175,000 Shares on the last day of the Performance Period to which such Award relates, in each case subject to adjustment as provided in Section 4(b). Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase in a manner prohibited by Section 162(m) of the Code.

        (G)    Discretion.    In no event shall any discretionary authority granted to the Committee by the Plan be used to (x) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, (y) increase a Performance Compensation Award for any Participant at any time after the first 90 days of the Performance Period (or, if shorter, the maximum period allowed under Section 162(m)) or (z) increase a Performance Compensation Award above the maximum amount payable under Sections 4(a) or 6(g) of the Plan.

        Section 7.    Amendment and Termination.    

        (a)    Amendments to the Plan.    The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan; and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

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        (b)    Amendments to Awards.    The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

        (c)    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof or the occurrence of a Change of Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever the Committee, in its sole discretion, determines that such adjustments are appropriate or desirable, including, without limitation, providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event and (ii) if deemed appropriate or desirable by the Committee, in its sole discretion, by providing for a cash payment to the holder of an Award in consideration for the cancellation of such Award, including, in the case of an Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to the Option or SAR over the aggregate Exercise Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR may be canceled and terminated without any payment or consideration therefor); provided, however, that no adjustment pursuant to this Section 7(c) shall be authorized to the extent that such authority or adjustment would cause an Award designated by the Committee as a Performance Compensation Award under Section 6(g) of the Plan to fail to qualify as "qualified performance-based compensation" under Section 162(m) of the Code.

        In the event of (i) a merger of the Company with or into another corporation, (ii) a merger of any Subsidiary with or into another corporation that requires the approval of the Company's stockholders under the law of the Company's jurisdiction of organization, or (iii) the sale or disposition of substantially all of the assets of the Company, each outstanding Option shall either continue in effect, be assumed or an equivalent option substituted therefor by the successor corporation or a "parent corporation" (as defined in Section 424(e) of the Code) or "subsidiary corporation" (as defined in Section 424(f) of the Code) of the successor corporation. In the event that the Option does not continue in effect or the successor corporation refuses to assume or substitute for the Option, the Participant shall fully vest in and have the right to exercise the Option as to all Shares subject to the Option, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of continuation, assumption or substitution as set forth herein, the Company shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, or such shorter period as the Committee may determine to be reasonable, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale or disposition of assets, the option confers the right to purchase or receive, for each Share subject to the Option immediately prior to the merger or sale or disposition of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale or disposition of assets by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale or disposition of assets is not solely common stock of the

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successor corporation or its "parent corporation" or "subsidiary corporation", the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its "parent corporation" or "subsidiary corporation" equal in fair market value to the per share consideration received by holders of Shares in the merger or sale or disposition of assets.

        Section 8.    Change of Control.    Unless otherwise provided in the applicable Award Agreement, in the event of a Change of Control after the date of the adoption of this Plan, (a) any outstanding Options and SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control and (b) all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unexercisable, unvested or still subject to restrictions, forfeiture or satisfaction of Performance Goals, shall automatically be deemed exercisable or vested, all restrictions and forfeiture provisions related thereto shall lapse, and all Performance Goals shall be deemed to have been satisfied at the target level, as the case may be, as of immediately prior to such Change of Control.

        Section 9.    General Provisions.    

        (a)    Nontransferability.    Except as otherwise specified in the applicable Award Agreement, each Award (and any rights and obligations thereunder) shall be exercisable only by the Participant during the Participant's lifetime, or, if permissible under applicable law, by the Participant's legal guardian or representative, and no Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.

        (b)    No Rights to Awards.    No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

        (c)    Share Certificates.    All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

        (d)    Withholding.    

        (i)    A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

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        (ii)   Without limiting the generality of clause (i) above, a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for at least six months) with a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option a number of Shares with a Fair Market Value equal to such withholding liability.

        (e)    Award Agreements.    Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including but not limited to the effect on such Award of the death, disability or termination of employment or service of a Participant, and the effect, if any, of such other events as may be determined by the Committee.

        (f)    No Limit on Other Compensation Arrangements.    Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options restricted stock, shares and other types of Awards provided for hereunder (subject to shareholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

        (g)    No Right to Employment.    The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate, nor shall it be construed as giving a Participant any rights to continued service on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

        (h)    No Rights as Shareholder.    No Participant or holder or beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of Restricted Shares, the applicable Award Agreement shall specify if and to what extent the Participant shall not be entitled to the rights of a shareholder in respect of such Awards; provided, however, that Restricted Shares shall, unless otherwise provided in the Award Agreement, remain subject to the provisions of Section 6(d)(ii) and (iv). Except as otherwise provided in Section 4(b), Section 7(c) or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares, other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered.

        (i)    Governing Law.    The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

        (j)    Severability.    If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

        (k)    Other Laws.    The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to

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the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal and any other applicable securities laws.

        (l)    No Trust or Fund Created.    Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

        (m)    No Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

        (n)    Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision.    No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Shares under the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Committee action to make any such election and the Participant makes the election, the Participant shall notify the Committee of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provision.

        (o)    Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code.    If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Company of such disposition within ten days thereof.

        (p)    Headings.    Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

        Section 10.    Term of the Plan.    

        (a)    Effective Date.    The Plan shall be effective as of the date of its approval by the Board.

        (b)    Expiration Date.    No Award shall be granted under the Plan after the tenth anniversary of the date the Plan is approved under Section 10(a). Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, nevertheless continue thereafter.

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APPENDIX D

ASBURY AUTOMOTIVE GROUP, INC.
KEY EXECUTIVE INCENTIVE COMPENSATION PLAN

(Effective January 1, 2004)

        SECTION 1.    Purpose.    The purpose of the Asbury Automotive Group, Inc. Key Executive Incentive Compensation Plan (the "Plan") is to attract, retain and motivate highly qualified individuals who are key executives of Asbury Automotive Group, Inc. (the "Company"), and its subsidiaries and affiliates (together with the Company and their and its successors, "Asbury"); to obtain the best possible performance from each Participant; to further underscore the importance of achieving particular business objectives established for Asbury; and to include in Participants' compensation package a bonus component that is tied directly to the achievement of those objectives. Such bonus component is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), and the Plan shall be interpreted accordingly.

        SECTION 2.    Definitions.    For the purposes of the Plan, the following terms shall have the following meanings:

        "Asbury" shall have the meaning set forth in Section 1.

        "Awards" shall mean the incentive awards made pursuant to the Plan.

        "Board of Directors" shall mean the Board of Directors of the Company.

        "Code" shall have the meaning set forth in Section 1.

        "Committee" shall mean the Compensation Committee of the Board of Directors.

        "Company" shall have the meaning set forth in Section 1.

        "Covered Person" shall have the meaning set forth in Section 12(f).

        "Eligible Employee" shall mean an Employee who is an executive officer of Asbury, as determined by the Committee.

        "Employee" shall mean an individual who is on the active payroll of Asbury at any time during the period for which an Award is made under the Plan.

        "Establishment Period" shall have the meaning set forth in Section 5.

        "Participant" shall mean an Eligible Employee who is selected by the Committee to participate in the Plan.

        "Performance Period" shall mean a full fiscal year of the Company unless, to the extent consistent with Section 162(m) of the Code, otherwise determined by the Committee.

        "Plan" shall have the meaning set forth in Section 1.

        SECTION 3.    Effective Date; Term.    The Plan is effective as of January 1, 2004, subject to approval by the Company's stockholders at the Company's 2004 Annual Meeting of Stockholders, and, subject to Section 9, shall remain in effect until such time as it shall be terminated by the Board of Directors. The Plan supersedes all previous bonus plans.

        SECTION 4.    Maximum Awards.    Awards payable with respect to any fiscal year of the Company to any Participant shall not exceed $5,000,000.

        SECTION 5.    Eligibility.    (a) Within the first 90 days of the applicable Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code)(the "Establishment

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Period"), the Committee shall select those Eligible Employees who shall participate in the Plan for such Performance Period. In determining those Eligible Employees who are selected to participate in the Plan, the Committee shall give consideration to the contribution made by the Employee to the achievement of Asbury's established objectives and such other matters as it shall deem relevant. The Committee shall have the authority at any time prior to the payment of Awards for the applicable Performance Period to remove Participants from the Plan for that Performance Period.

        (b)   To be eligible to receive an Award, the Eligible Employee must be employed on the date Asbury makes payments with respect to Awards for the applicable Performance Period. Notwithstanding the foregoing, in the discretion of the Committee, Awards may be made to Eligible Employees who have retired or whose employment has terminated after the beginning of the Performance Period for which an Award is made, or to the designee or estate of an Eligible Employee who died prior to the date on which Asbury makes payments with respect to Awards for the applicable Performance Period, but not unless and until the Committee has certified attainment of the relevant performance goals in accordance with Section 7(b).

        SECTION 6.    Awards.    (a) Subject to the terms of the Plan, the Committee shall have the authority to determine the terms of any Award.

        (b)   Within the Establishment Period, the Committee shall establish in writing (i) the length of the Performance Period, (ii) the Eligible Employees who shall participate in the applicable Performance Period, (iii) the target/maximum Award payable to each Participant and (iv) the performance goal(s) for Awards granted for that Performance Period. The performance goal(s) that may be selected by the Committee shall be based upon one or more of the following criteria: (A) net income before or after taxes, (B) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization), (C) operating income, (D) earnings per share, (E) return on stockholders' equity, (F) return on investment, (G) return on assets, (H) level or amount of acquisitions, (I) share price, (J) profitability/profit margins, (K) market share, (L) revenues or sales (based on units and/or dollars), (M) costs, (N) cash flow, (O) working capital, (P) customer satisfaction and (Q) employee satisfaction. The foregoing criteria may, as determined by the Committee, relate to the Company, one or more of its subsidiaries, affiliates, divisions or operational units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer companies or indices or any combination thereof. To the extent required under Section 162(m) of the Code, within the Establishment Period, the Committee shall define, in writing and in an objective fashion, the manner of calculating the performance criteria it selects to use for the applicable Performance Period in order to determine whether the applicable performance goal(s) have been attained.

        (c)   The Committee is authorized at any time during the Establishment Period, or any time thereafter (but only to the extent the exercise of such authority after the Establishment Period would not cause the applicable Awards to fail to qualify as "qualified performance-based compensation" under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or modify the calculation of performance goal(s) for the applicable Performance Period to the extent permitted under Section 162(m) of the Code (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company, or any of its subsidiaries, affiliates, divisions or operating units (to the extent applicable to such performance goal(s)) or (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or any of its subsidiaries, affiliates, divisions or operating units (to the extent applicable to such performance goal(s)), or the financial statements of the Company or any of its subsidiaries, affiliates, divisions or operating units (to the extent applicable to such performance goal(s)), or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

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        SECTION 7.    Payment of Awards.    (a) Awards payable under the Plan for a Performance Period shall be paid in cash to Participants as soon as administratively possible following completion of the performance goal certifications required by Section 7(b), unless the Committee shall determine that any Award or any portion thereof shall be deferred. In no event may a Participant receive any payment (i) in respect of an Award unless and until, and only to the extent that, the performance goal(s) for the applicable Performance Period are achieved and certified by the Committee in accordance with Section 7(b) and (ii) of any Award in excess of the limitation set forth in Section 4.

        (b)   Following the completion of the applicable Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the performance goal(s) for the Performance Period have been achieved. If the applicable performance goal(s) have been achieved, the Committee shall then determine the actual size of each Participant's Award for the Performance Period. In determining the actual size of an individual Award for a Performance Period, the Committee may, in its sole judgment, reduce or eliminate the maximum Award payable to the Participant for the Performance Period.

        SECTION 8.    Administration and Interpretation.    (a) The Committee shall have full authority to administer the Plan. The Committee shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, correct any defect, supply any omission and reconcile any inconsistency in the Plan and any Award, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, that it believes reasonable and proper and in conformity with the purposes of the Plan and the requirements of Section 162(m) of the Code.

        (b)   The Committee has sole responsibility for selecting Eligible Employees and Participants, establishing performance goals, setting Performance Periods, setting target/maximum Award amounts, certifying whether performance goals have been attained and determining actual Award amounts.

        (c)   Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and/or administration of the Plan shall be final, conclusive and binding on all persons affected thereby.

        (d)   In no event shall any discretionary authority granted to the Committee by the Plan be used to (i) provide payment in respect of any Award if the performance goal(s) for the applicable Performance Period have not been attained and certified by the Committee, (ii) increase an Award for any Participant following the Establishment Period or (iii) increase an Award above the maximum amount payable under Section 4 of the Plan.

        SECTION 9.    Amendment/Termination.    The Committee shall have the right to amend the Plan from time to time or to repeal it entirely or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that no amendment of the Plan that changes (i) the persons eligible to receive Awards under the Plan, (ii) the criteria that may be used to set performance goals under the Plan, as set forth in Section 6(b), or (iii) the maximum Award payable to an Eligible Employee, as set forth in Section 4, shall be effective before approval by shareholders in a manner that complies with the requirements of Section 162(m) of the Code.

        SECTION 10.    Special Awards and Other Plans.    (a) Nothing contained in the Plan shall prohibit Asbury from establishing other special awards or incentive compensation plans providing for the payment of incentive compensation to Employees (including Eligible Employees).

        (b)   Payments or benefits provided to an Eligible Employee under any stock, deferred compensation, savings, retirement or other employee benefit plan are governed solely by the terms of such plan.

D-3


        SECTION 11.    Rights of Eligible Employees.    (a) Neither the Plan, nor the adoption or operation of the Plan, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any Employee any right to continue in the employ of Asbury.

        (b)   No individual to whom an Award has been made or any other party shall have any interest in any asset of Asbury until such amount has been paid.

        (c)   No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any claims of any creditor or subject to any lien.

        SECTION 12.    Miscellaneous.    (a) All expenses and costs incurred in connection with the operation of the Plan shall be borne by Asbury, and no part therefor (other than the amounts of Awards under the Plan) shall be charged against the maximum limitation of Section 4.

        (b)   All Awards are subject to withholding, where applicable, for Federal, state, local and foreign taxes.

        (c)   Any provision of the Plan that is held to be invalid, illegal or unenforceable (whether in whole or in part) shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of the Plan shall not be affected thereby.

        (d)   The Plan and the rights and obligations of the parties to the Plan shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware (without regard to principles of conflicts of law).

        (e)   All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, including any purchaser of all or substantially all the assets of the Company.

        (f)    No member of the Board of Directors, the Committee or any employee of Asbury (each such person, a "Covered Person") shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's Restated Certificate of Incorporation or Restated Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

D-4


 
 
                                                                   Exhibit 10.1
 
 
 
 
                         ASBURY AUTOMOTIVE GROUP L.L.C.
 
                               1999 OPTION PLAN
 
               As Amended and Restated Effective December 1, 2001
 
                  The purpose of the Asbury Automotive Group L.L.C. Option Plan
(the "Plan") is to provide designated officers and other key employees of Asbury
Automotive Group L.L.C., a Delaware limited liability company (the "Company"),
and its subsidiaries with the opportunity to receive grants of options to
purchase equity interests in the Company. The Company believes that the Plan
will encourage the participants to contribute materially to the growth of the
Company, attract talented management personnel and align the economic interests
of the participants with those of the owners. Capitalized terms used herein
without definition shall have the meanings assigned thereto in the Second
Amended and Restated Limited Liability Company Agreement of the Company, dated
December 31, 1998, as amended from time to time (the "LLC Agreement").
 
                  1. ADMINISTRATION. (a) COMMITTEE. The Plan shall be
administered and interpreted by a committee of two or more individuals (the
"Committee") appointed by the Board of Directors of the Company (the "Board");
however, the Board itself may ratify or approve any grants as the Board deems
appropriate.
 
                  (b) COMMITTEE AUTHORITY. The Committee shall have the sole
authority to (i) determine the individuals to whom grants shall be made under
the Plan, (ii) determine the type, size and terms of the grants to be made to
each such individual, (iii) determine the time when the grants will be made and
the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, (v) determine the initial Membership
Account of any Membership Interest (as defined below) issued pursuant to an
Option and (vi) deal with any other matters arising under the Plan.
 
                  (c) COMMITTEE DETERMINATION. The Committee shall have full
power and authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements and
instruments for implementing the Plan and for the conduct of its business as it
deems necessary or advisable, in its sole discretion. The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding on
all persons having any interest in the Plan or in any grants awarded hereunder.
All powers of the Committee shall be executed in its sole discretion, in the
best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.
 
 
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                                                                               2
 
 
                  2. GRANTS. Awards under the Plan shall consist of grants
(each, a "Grant") of nonqualified options (the "Options"), as described in
Section 5. All Grants shall be subject to the terms and conditions set forth
herein and to such other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument or an amendment to the grant instrument
(the "Grant Instrument"). The Committee shall approve the form and provisions of
each Grant Instrument. Grants need not be uniform as among the Grantees (as
defined below).
 
                  3. MEMBERSHIP INTERESTS SUBJECT TO THE PLAN. (a) NATURE OF
OPTIONS GRANTED. Each Option granted under the Plan shall provide the Grantee
solely the right to acquire a limited liability company interest in the Company
(a "Membership Interest") in exchange for a dollar amount (the "Exercise Price")
specified in such Option.
 
                  (b) AMENDMENTS AND ADJUSTMENTS. Notwithstanding anything
herein to the contrary, in the event (i) of an initial public offering under the
Securities Act of 1933 of equity interests in the Company or an Affiliate
thereof or (ii) that the Company desires to cause (x) a transfer of all or a
substantial portion of (A) the assets of the Company or (B) the equity interests
in the Company to a stock corporation or other business entity ("Newco"), (y) a
merger or consolidation of the Company into or with a Newco or (Z) any
restructuring of all or substantially all of the assets or equity interests of
the Company into a Newco, in any case as part of a "roll-up" into a Newco of all
or at least a majority of the motor vehicle dealerships and related businesses
owned directly or indirectly by the Company and its Affiliates (a "Roll-up"),
this Plan, all Grant Instruments, all Options and all Membership Interests
subject to an Option shall be amended to provide for each Grantee benefits
comparable, in the sole discretion of the Committee, to the benefits intended to
be provided hereunder and each Grantee and holder of such a Membership Interest
shall take such steps to effect such transfer, merger, consolidation or other
restructuring as may be requested by the Company, including, without limitation,
consenting to the amendment of the Plan, the relevant Grant Instrument and of
the LLC Agreement, transferring or tendering his or her Membership Interest to
Newco in exchange or consideration for shares of capital stock or other equity
interests of Newco, and retransferring, tendering or exchanging such interests
for different interests.
 
                  4. ELIGIBILITY FOR PARTICIPATION. (a) ELIGIBLE PERSONS. All
officers and other key employees of the Company and its Subsidiaries
("Employees") shall be eligible to participate in the Plan.
 
                  (b) SELECTION OF GRANTEES. The Committee shall select the
Employees who receive Grants under this Plan (the "Grantees").
 
 
<Page>
                                                                               3
 
 
                  5. GRANTING OF OPTIONS. (a) AMOUNT OF EXERCISE PRICE. The
Committee shall determine the Exercise Price with respect to each Option at the
time of grant, which, except as the Committee may otherwise provide, shall not
be less than the Fair Market Value (as defined below) of the Membership Interest
in respect of which the Option is granted. The aggregate Exercise Price of all
Options issued under this Plan shall not, in the aggregate, exceed $18 million.
 
                  (b) TYPE OF OPTION. Grants shall be "nonqualified options"
that are not intended to satisfy the provisions of Section 422 of the Code and
shall be made in accordance with the terms and conditions set forth herein.
 
                  (c) OPTION TERM. The Committee shall determine the term of
each Option. The term of any Option shall not exceed 10 years from the date of
Grant.
 
                  (d) EXERCISABILITY OF OPTIONS; CONDITIONS. Options shall
become exercisable in accordance with such terms and conditions, consistent with
the Plan, as may be determined by the Committee and specified in the Grant
Instrument. The Committee may accelerate the vesting or exercisability of any or
all outstanding Options at any time for any reason. Unless the Committee
provides otherwise in the Grant Instrument, only Options that are vested may be
exercised and Options shall vest, subject to the continuous employment of the
Grantee by the Company, at the rate of 33-1/3% for each year the Grantee is
employed by, or rendering services to, the Company following the date of Grant;
PROVIDED that, unless the Committee provides otherwise in the Grant Instrument,
no Option shall vest until the Grantee has been employed by, or rendering
services to, the Company for a period of one year following the date of Grant.
On or before the date upon which any Grantee will exercise any exercisable
Option, such Grantee shall, at the request of the Committee, execute the LLC
Agreement, as amended to reflect, INTER ALIA, the qualifications set forth in
Section 6 hereof, with respect to the Membership Interest to be acquired by such
Grantee upon exercise of such Option.
 
                  (e) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH. (i) Except
as provided below or as otherwise provided by the Committee in the Grant
Instrument, an Option may only be exercised while the Grantee is employed by, or
providing services to, the Company as an Employee, consultant or member of the
Board. Unless the Committee provides otherwise in the Grant Instrument, in the
event that a Grantee ceases to be employed by, or provide services to, the
Company for any reason other than resignation (except resignation in connection
with retirement) or termination for Cause (as defined below), any Option which
is otherwise vested and exercisable by the Grantee shall terminate unless
exercised within 90 days after the date on which the Grantee ceases to be
employed by, or provide services to, the Company (or within such other period of
time as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. Except as otherwise provided by the
Committee, any of the Grantee's Options that are not otherwise vested and
exercisable as of the date on which the Grantee ceases to be employed by, or
provide services to, the Company shall terminate as of such date.
 
                  (ii) Except as otherwise provided by the Committee, in the
event that the Grantee ceases to be employed by, or provide services to, the
Company on account of a resignation (except resignation in connection with
retirement) or a termination for Cause by the Company,
 
 
<Page>
                                                                               4
 
 
any Option held by the Grantee (whether or not then vested and exercisable)
shall terminate and be canceled as of the date the Grantee ceases to be employed
by, or provide services to, the Company. Except as otherwise provided by the
Committee, any of the Grantee's Options that are not otherwise vested and
exercisable as of the date on which the Grantee ceases to be employed by, or
provide services to, the Company shall terminate as of such date.
 
                  (iii) For purposes of Section 5(d), Section 5(e) and Section
         7:
 
                  (A) The term "Company" shall mean the Company and its
         Affiliates.
 
                  (B) "Employed by, or provide services to, the Company" shall
         mean employment or service as an employee, consultant or Board member
         (so that, for purposes of exercising Options, a Grantee shall not be
         considered to have terminated employment or service until the Grantee
         ceases to be an employee, consultant or Board member), unless the
         Committee determines otherwise.
 
                  (C) "Cause" shall mean, except to the extent specified
         otherwise by the Committee in the Grant Instrument, a finding by the
         Committee that the Grantee (i) has breached his or her employment or
         service contract with the Company, (ii) has engaged in disloyalty to
         the Company, including, without limitation, fraud, embezzlement, theft,
         commission of a felony or proven dishonesty in the course of his or her
         employment or service, (iii) has disclosed trade secrets or
         confidential information of the Company to persons not entitled to
         receive such information or (iv) has engaged in such other behavior
         detrimental to the interests of the Company as the Committee
         determines.
 
                  (f) EXERCISE OF OPTIONS. Except as otherwise provided by the
Committee in the Grant Instrument, a Grantee may exercise an Option that has
become vested and exercisable, in whole or in part, by delivering a notice of
exercise to the Company with payment of the Exercise Price (plus the amount of
any withholding tax due at the time of exercise after the application of Section
7 hereof) and (i) executing the LLC Agreement, as amended to reflect, INTER
ALIA, the qualifications set forth in Section 6 hereof, thereby becoming a
Member of the Company or (ii) taking such other action as the Committee may
request or approve. Except as otherwise provided by the Committee in the Grant
Instrument, upon exercise of an Option, such Grantee shall have a Membership
Account (and other economic rights) equal to the Membership Account (and other
economic rights) such Grantee would have had if, on the date such Option was
granted, the Grantee had made a Capital Contribution to the Company in an amount
equal to the Exercise Price paid upon the exercise of such Option.
 
 
<Page>
                                                                               5
 
 
                  6. RIGHTS AND OBLIGATIONS OF GRANTEES WHO ACQUIRE MEMBERSHIP
INTERESTS. (a) IN GENERAL. Unless the Committee provides otherwise in the Grant
Instrument, subject to the other provisions of this Section 6, a Grantee who
acquires a Membership Interest upon the exercise of any Option shall have the
same rights and obligations under the LLC Agreement as Gibson FP, PROVIDED that
(i) such Grantee shall not have the rights and obligations of Gibson FP relating
to the Gibson FP Carried Interest Amount and (ii) the consent of such Grantee to
any amendment, supplement, waiver or consent of or with regard to the LLC
Agreement shall not be required so long as such amendment, supplement, waiver or
consent does not affect such Grantee, in the sole discretion of the Committee,
in any way differently than it affects Gibson FP.
 
                  (b) COMPANY'S RIGHT TO REPURCHASE MEMBERSHIP INTERESTS. Unless
the Committee provides otherwise in the Grant Instrument, in the event that a
Grantee terminates employment from, or ceases to render services to, the
Company, the Company shall have the right to purchase all Membership Interests
then owned by such Grantee, or such Grantee's successor, that were acquired upon
the exercise of an Option (which right or obligation may be assigned to the
members of the Company on a pro rata basis among the purchasing members, if
any), at any time after such termination, but not prior to the six-month
anniversary of the date of such exercise, at a price equal to the Fair Market
Value of the Membership Interest. As used in this Plan, "Fair Market Value"
shall mean, unless otherwise defined in a Grant Instrument, as of any date, the
fair market value on such date of a Membership Interest as determined in good
faith by the Committee.
 
                  (c) If any transfer of all or any portion of an Option or
Membership Interest acquired upon the exercise of an Option, or of any
beneficial interest therein, upon default, foreclosure, forfeit, bankruptcy
(voluntary or involuntary), court order, levy of attachment, execution or
otherwise than voluntarily (an "Involuntary Transfer") or a transfer in
violation of this Plan, the applicable Grant Instrument or the LLC Agreement has
occurred and not been cured within 30 days after written notice has been given
to the person transferring such Option or Membership Interest (the "Transferor")
or to the person to whom or to which such Option or Membership Interest is
transferred (the "Transferee"), the Company shall have the right, in the case of
an Option, to terminate such Option without consideration, or, in the case of a
Membership Interest, to purchase all of such Membership Interest at a purchase
price equal to the Fair Market Value thereof as of the date of such event. The
closing date of any purchase described in this Section 6(c) shall be on the 30th
day after a determination of the Fair Market Value of the Membership Interest to
be purchased is made.
 
                  (d) In the event the Company is converted from a limited
liability company to a corporation and (i) outstanding Options are adjusted to
provide the right to purchase shares of Newco capital stock and/or (ii) future
options provide the right to purchase shares of Newco capital stock, all rights
of the Company under the Plan shall apply with respect to such adjusted Options
and Newco capital stock and shall inure to the benefit of the Company and any
successor entities.
 
                  7. WITHHOLDING OF TAXES. Each Grant (and each issuance of a
Membership Interest pursuant to the exercise of any Option) shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to
 
<Page>
                                                                               6
 
 
deduct from other wages paid to the Grantee any federal, state or local taxes
required by law to be withheld with respect to such Grants, or the exercise
thereof, or require that the Grantee or other person receiving or exercising
Grants pay to the Company the amount of any federal, state or local taxes that
the Company is required to withhold with respect to such Grants or exercise and
the Company may defer issuance of the Membership Interest until such
requirements are satisfied.
 
                  8. NONTRANSFERABILITY OF GRANTS. Except as provided below,
only the Grantee may exercise rights under a Grant during the Grantee's
lifetime. A Grantee may not transfer those rights except by will or by the laws
of descent and distribution. When a Grantee dies, the personal representative or
other person entitled to succeed to the rights of the Grantee ("Successor
Grantee") may exercise such rights. A Successor Grantee must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Grantee's will or under the applicable laws of descent and distribution.
 
                  9. REQUIREMENTS FOR ISSUANCE OF MEMBERSHIP INTEREST. Except as
otherwise provided by the Committee in the Grant Instrument, no Membership
Interest shall be issued in connection with any Grant hereunder unless and until
(i) if the Company so requests, the Grantee executes the LLC Agreement, as
amended to reflect, INTER ALIA, the qualifications set forth in Section 6
hereof, and thereby becomes a Member of the Company and (ii) all legal
requirements applicable to the issuance of such Membership Interest have been
complied with to the satisfaction of the Committee. The Committee shall have the
right to condition any Grant made to any Grantee hereunder on such Grantee's
undertaking in writing to comply with such restrictions on his or her subsequent
disposition of such Membership Interest as the Committee shall deem necessary or
advisable, and the certificates, if any, representing such Membership Interest
may be legended to reflect any such restrictions.
 
                  10. CHANGE OF CONTROL OF THE COMPANY. Unless otherwise defined
in the Grant Instrument, a "Change of Control" shall be deemed to have occurred
if Ripplewood Holdings L.L.C., or its affiliates, cease to control the Company
or its business.
 
                  (a) NOTICE AND ACCELERATION. Unless otherwise set forth in the
Grant Instrument, upon a Change of Control (i) the Company shall provide each
Grantee with outstanding Grants written notice of such Change of Control and
(ii) all outstanding Options shall automatically accelerate and become fully
exercisable unless otherwise determined by the Committee.
 
                  (b) ASSUMPTION OF GRANTS. Unless otherwise set forth in the
Grant Instrument, upon a Change of Control where the Company is not the
surviving entity (or survives only as a subsidiary of another entity), unless
the Committee determines otherwise, all outstanding Options that are not
exercised shall be assumed by, or replaced with comparable options or rights by,
the surviving entity, and other outstanding Grants shall be converted to similar
grants of the surviving entity.
 
 
<Page>
                                                                               7
 
 
 
                  11. AMENDMENT AND TERMINATION OF THE PLAN. (a) AMENDMENT. The
Board may amend or terminate the Plan at any time.
 
                  (b) TERMINATION OF PLAN. The Plan shall terminate on December
31, 2008, unless the Plan is terminated earlier by the Board or is extended by
the Board.
 
                  (c) TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A
termination or amendment of the Plan that occurs after a Grant is made shall not
materially impair the rights of a Grantee unless the Grantee consents. The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or not the Plan has
terminated, an outstanding Grant may be terminated or amended (i) by the Company
as provided hereunder or (ii) by agreement of the Company and the Grantee
consistent with the Plan.
 
                  (d) GOVERNING DOCUMENT. This Plan shall be the controlling
document. No other statements, representations, explanatory materials or
examples, oral or written, may amend this Plan in any manner, except for
termination or amendment pursuant to Section 11(c) hereof. This Plan shall be
binding upon and enforceable against the Company and its successors and assigns.
 
                  12. FUNDING OF THE PLAN. This Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the payment of any Grants under
this Plan. In no event shall interest be paid or accrued on any Grant, including
unpaid installments of Grants.
 
                  13. RIGHTS OF PARTICIPANTS. Nothing in this Plan shall entitle
any Employee or other person to any claim or right to be granted a Grant under
this Plan. Neither this Plan nor any action taken hereunder shall be construed
as giving any individual any rights to be retained by or in the employ of the
Company or any other employment rights.
 
                  14. HEADINGS. Section headings are for reference only. In the
event of a conflict between a heading and the content of a Section, the content
of the Section shall control.
 
                  15. EFFECTIVE DATE OF THE PLAN. The amended and restated Plan
shall be effective for grants made on or after December 1, 2001.
 
                  16. MISCELLANEOUS. (a) COMPLIANCE WITH LAW. The Plan, the
exercise of Options and the obligations of the Company to issue Membership
Interests under Grants shall be subject to all applicable laws and to approvals
by any governmental or regulatory agency as may be required, including national
or foreign securities exchanges. The Committee may revoke any Grant if it is
contrary to law, including the federal securities laws and any applicable state
or foreign securities laws or modify a Grant to bring it into compliance with
any valid and mandatory government regulation. The Committee may also adopt
rules regarding the withholding of taxes on payments to Grantees. The Committee
may, in its sole discretion, agree to limit its authority under this Section.
 
                  (b) GOVERNING LAW. THE VALIDITY, CONSTRUCTION, INTERPRETATION
AND EFFECT OF THE PLAN AND GRANT INSTRUMENTS ISSUED UNDER THE PLAN SHALL BE
GOVERNED AND CONSTRUED BY AND DETERMINED IN ACCORDANCE
 
<Page>
                                                                               8
 
 
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PROVISIONS THEREOF.
 
                  (c) INDEMNIFICATION. Each person who is or shall have been a
member of the Board or the Committee shall be indemnified and held harmless by
the Company to the fullest extent permitted by law against and from any loss,
cost, liability or expense (including any related attorney's fees and advances
thereof) in connection with, based upon or arising or resulting from any claim,
action, suit or proceeding to which such person may be made a party or in which
such person may be involved by reason of any action taken or failure to act
under or in connection with the Plan or any Grant Instrument and from and
against any and all amounts paid by such person in settlement thereof, with the
Company's approval, or paid by such person in satisfaction of any judgment in
any such action, suit or proceeding against such person, provided that he or she
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive and shall
be independent of any other rights of indemnification to which such persons may
be entitled under the LLC Agreement, by contract, as a matter of law or
otherwise.
 
                  (d) NO LIMITATION ON COMPENSATION. Nothing in the Plan shall
be construed to limit the right of the Company to establish other plans or to
pay compensation to its employees in cash or property, in a manner which is not
expressly authorized under the Plan.
 
                  (e) NO IMPACT ON BENEFITS. Options granted under the Plan are
not compensation for purposes of calculating an employee's rights under any
employee benefit plan, except to the extent provided in any such plan.
 
                  (f) FREEDOM OF ACTION. Subject to Section 11, nothing in the
Plan or any Grant Instrument shall be construed as limiting or preventing the
Company or any of its Affiliates from taking any action with respect to the
operation or conduct of its or their business that it deems appropriate or in
its best interest.
 
                  (g) NO RIGHT TO PARTICULAR ASSETS. Nothing contained in this
Plan and no action taken pursuant to this Plan shall create or be construed to
create a trust of any kind or any fiduciary relationship between the Company and
its Affiliates, on the one hand, and any Grantee or executor, administrator or
other personal representative or designated beneficiary of such Grantee, on the
other hand, or any other persons. Any reserves that may be established by the
Company or its Affiliates in connection with this Plan shall continue to be held
as part of the general funds of the Company or such Affiliate, and no individual
or entity other than the Company or such Affiliate shall have any interest in
such funds until paid to a Grantee. To the extent that any Grantee or such
Grantee's executor, administrator or other personal representative, as the case
may be, acquires a right to receive any payment from the Company or any of its
Affiliates pursuant to this Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company or such Affiliate.
 
                  (h) NOTICES. Each Grantee shall be responsible for furnishing
the Committee with his or her current and proper address for the mailing of
notices and delivery of agreements. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom
 
<Page>
                                                                               9
 
 
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until the Grantee furnishes the proper
address.
 
                  (i) SEVERABILITY OF PROVISIONS. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provision had not been included.
 
                  (j) INCAPACITY. Any benefit payable to or for the benefit of a
minor, an incompetent person or other person incapable of receiving such benefit
shall be deemed paid when paid to such person's guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Board, the Committee, the Company, its
Affiliates and other parties with respect thereto.
 
 
 
                                                                    EXHIBIT 10.2
 
 
 
                             2002 STOCK OPTION PLAN
                          ASBURY AUTOMOTIVE GROUP, INC.
 
 
 
 
                  Section 1. PURPOSE. The purposes of this Asbury Automotive
Group, Inc. 2002 Stock Option Plan are to promote the interests of Asbury
Automotive Group, Inc. and its shareholders by (i) attracting and retaining
exceptional directors, officers and other key employees of the Company and its
Subsidiaries and (ii) enabling such individuals to participate in the long-term
growth and financial success of the Company.
 
                  Section 2. DEFINITIONS. As used in the Plan, the following
terms shall have the meanings set forth below:
 
                  "Affiliate" shall mean (i) any entity that, directly or
         indirectly, is controlled by, controls or is under common control with,
         the Company and (ii) any entity in which the Company has a significant
         equity interest, in either case as determined by the Committee.
 
                  "Award Agreement" shall mean any written agreement, contract,
         or other instrument or document evidencing any Option, which may, but
         need not, be executed or acknowledged by a Participant.
 
                  "Board" shall mean the Board of Directors of the Company.
 
                  "Change of Control" shall (i) have the meaning set forth in an
         Award Agreement, or (ii) if there is no definition set forth in an
         Award Agreement, mean an event or series of events, not including any
         events occurring prior to or in connection with an initial public
         offering of Shares (including the occurrence of such initial public
         offering), by which:
 
                  (A) during any period of 24 consecutive calendar months,
         individuals:
 
                           (i)      who were directors of the Company on the
                                    first day of such period, or
<Page>
 
 
                           (ii)     whose election or nomination for election to
                                    the Board was recommended or approved by at
                                    least a majority of the directors then still
                                    in office who were directors of the Company
                                    on the first day of such period, or whose
                                    election or nomination for election was so
                                    approved,
 
                           shall cease to constitute a majority of the Board;
 
                  (B)      the consummation of a merger, consolidation,
                           statutory share exchange or similar form of corporate
                           transaction involving the Company or any of its
                           Subsidiaries (a "Reorganization") or sale or other
                           disposition of all or substantially all of the assets
                           of the Company to an entity that is not an affiliate
                           of the Company (a "Sale"), that in each case requires
                           the approval of the Company's stockholders under the
                           law of the Company's jurisdiction of organization,
                           whether for such Reorganization or Sale (or the
                           issuance of securities of the Company in such
                           Reorganization or Sale), unless immediately following
                           such Reorganization or Sale more than 50% of the
                           total voting power (in respect of the election of
                           directors, or similar officials in the case of an
                           entity other than a corporation) of (i) the entity
                           resulting from such Reorganization, or the entity
                           which has acquired all or substantially all of the
                           assets of the Company (the "Surviving Entity"), or
                           (ii) if applicable, the ultimate parent entity that
                           directly or indirectly has beneficial ownership of
                           more than 50% of the total voting power (in respect
                           of the election of directors, or similar officials in
                           the case of an entity other than a corporation) of
                           the Surviving Entity (the "Parent Entity"), is
                           represented by the Company's outstanding securities
                           eligible to vote for the election of the Board (the
                           "Company Voting Securities") that were outstanding
                           immediately prior to such Reorganization or Sale (or,
                           if applicable, is represented by shares into which
                           such Company Voting Securities were converted
                           pursuant to such Reorganization or Sale), and such
                           voting power among the holders thereof is in
                           substantially the same proportion as the voting power
                           of such Company Voting Securities among the holders
                           thereof immediately prior to the Reorganization or
                           Sale;
 
                  (C)      the stockholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company or
                           a sale of all or substantially all of the Company's
                           assets; or
 
 
<Page>
                                                                               3
 
 
                  (D)      any "person" (as such term is defined in Section
                           13(d) of the Exchange Act (or any successor section
                           thereto)), corporation or other entity (other than
                           (i) the Company, (ii) any trustee or other fiduciary
                           holding securities under an employee benefit plan of
                           the Company or an Affiliate, (iii) any company owned,
                           directly or indirectly, by the stockholders of the
                           Company in substantially the same proportions as
                           their ownership of Shares or (iv) any entity or
                           individual affiliated with (x) Ripplewood Holdings
                           L.L.C. or (y) Freeman Spogli & Co. Incorporated, or
                           their affiliates), becomes the "beneficial owner" (as
                           such term is defined in Rule 13d-3 under the Exchange
                           Act (or any successor rule thereto)), directly or
                           indirectly, of securities of the Company representing
                           30% or more of the combined voting power of the
                           Company's then-outstanding securities.
 
                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.
 
                  "Committee" shall mean the compensation committee of the
         Board, or such other committee of the Board as may be designated by the
         Board to administer the Plan.
 
                  "Company" shall mean Asbury Automotive Group, Inc., together
         with any successor thereto.
 
                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.
 
                  "Fair Market Value" shall mean, (A) with respect to any
         property other than Shares, the fair market value of such property
         determined by such methods or procedures as shall be established from
         time to time by the Committee and (B) with respect to the Shares, as of
         any date, (i) the mean between the high and low sales prices of the
         Shares as reported on the composite tape for securities traded on the
         New York Stock Exchange for such date (or if not then trading on the
         New York Stock Exchange, the mean between the high and low sales price
         of the Shares on the stock exchange or over-the-counter market on which
         the Shares are principally trading on such date), or, if there were no
         sales on such date, on the closest preceding date on which there were
         sales of Shares or (ii) in the event there shall be no public market
         for the Shares on such date, the fair market value of the Shares as
         determined in good faith by the Committee.
 
 
<Page>
                                                                               4
 
 
                  "Option" shall mean a right to purchase Shares from the
         Company that is granted under Section 6 of the Plan.
 
                  "Participant" shall mean any director, officer or other key
         employee of the Company or its Subsidiaries eligible for an Option
         under Section 5 of the Plan and selected by the Committee to receive an
         Option under the Plan.
 
                  "Person" shall mean any individual, corporation, partnership,
         association, joint-stock company, trust, unincorporated organization,
         government or political subdivision thereof or other entity.
 
                  "Plan" shall mean this Asbury Automotive Group, Inc. 2002
         Stock Option Plan.
 
                  "Rule 16b-3" shall mean Rule 16b-3 as promulgated and
         interpreted by the SEC under the Exchange Act, or any successor rule or
         regulation thereto as in effect from time to time.
 
                  "SEC" shall mean the Securities and Exchange Commission or any
         successor thereto and shall include the staff thereof.
 
                  "Shares" shall mean the common shares of the Company, $0.01
         par value, or such other securities of the Company (i) into which such
         common shares shall be changed by reason of a recapitalization, merger,
         consolidation, split-up, combination, exchange of shares or other
         similar transaction or (ii) as may be determined by the Committee
         pursuant to Section 4(b).
 
                  "Subsidiary" shall mean (i) any entity that, directly or
         indirectly, is controlled by the Company and (ii) any entity in which
         the Company has a significant equity interest, in either case as
         determined by the Committee.
 
                  "Substitute Options" shall have the meaning specified in
         Section 4(c).
 
<Page>
                                                                               5
 
 
         Section 3.  ADMINISTRATION.
 
         (a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Options; (iii) determine
the terms and conditions of any Option; (iv) determine whether, to what extent,
and under what circumstances Options may be settled or exercised in cash,
Shares, other securities, other Options or other property, or canceled,
forfeited, or suspended and the method or methods by which options may be
settled, exercised, canceled, forfeited, or suspended; (v) determine whether, to
what extent, and under what circumstances cash, Shares, other securities, other
Options, other property, and other amounts payable with respect to an Option
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vi) interpret, administer, reconcile any inconsistency,
correct any default and/or supply any omission in the Plan and any instrument or
agreement relating to, or Option made under, the Plan; (vii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.
 
         (b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Option shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Option, and any shareholder.
 
         (c) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
hereunder.
 
 
<Page>
                                                                               6
 
 
         Section 4.  SHARES AVAILABLE FOR OPTIONS.
 
         (a) SHARES AVAILABLE. Subject to adjustment as provided in Section
4(b), the aggregate number of Shares with respect to which Options may be
granted under the Plan shall be 1,500,000; and the maximum number of Shares with
respect to which Options may be granted to any Participant in any fiscal year of
the Company shall be 350,000. If, after the effective date of the Plan, any
Shares covered by an Option granted under the Plan, or to which such an Option
relates, are forfeited, or if an Option has expired, terminated or been canceled
for any reason whatsoever (other than by reason of exercise or vesting), then
the Shares covered by such Option shall again be, or shall become, Shares with
respect to which Options may be granted hereunder.
 
         (b) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee in its discretion to be
appropriate or desirable in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable or desirable,
adjust any or all of (i) the number of Shares or other securities of the Company
(or number and kind of other securities or property) with respect to which
Options may be granted, including the maximum number of Shares or other
securities of the Company (or number and kind of other securities or property)
with respect to which Options may be granted to any Participant in any fiscal
year of the Company; (ii) the number of Shares or other securities of the
Company (or number and kind of other securities or property) subject to
outstanding Options and (iii) the exercise price with respect to any Option or,
if deemed appropriate or desirable, make provision for a cash payment to the
holder of an outstanding Option in consideration for the cancellation of such
Option in an amount equal to the excess, if any, of the Fair Market Value of the
Shares subject to the Options over the aggregate exercise price of such Option.
 
         (c) SUBSTITUTE OPTIONS. Options may, in the discretion of the
Committee, be granted under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its Affiliates or a
company acquired by the Company or with which the Company combines ("Substitute
Options"). The number of Shares underlying any Substitute Options shall be
counted against the aggregate number of Shares available for Options under the
Plan.
 
 
<Page>
                                                                               7
 
 
         (d) SOURCES OF SHARES DELIVERABLE UNDER OPTIONS. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
 
         Section 5. ELIGIBILITY. Any director, officer or other key employee of
the Company or any of its Subsidiaries (including any prospective officer or key
employee) shall be eligible to be designated a Participant.
 
         Section 6.  STOCK OPTIONS.
 
         (a) GRANT. Subject to the provisions of the Plan, the Committee shall
have sole and complete authority to determine the Participants to whom Options
shall be granted, the number of Shares to be covered by each Option, and the
conditions and limitations applicable to the exercise of the Option.
 
         (b) EXERCISE PRICE. Except as otherwise established by the Committee at
the time an Option is granted and set forth in the applicable Award Agreement,
the exercise price of each share covered by an Option shall be the Fair Market
Value of such Share (determined as of the date the option is granted); PROVIDED,
HOWEVER, that, except as otherwise established by the Committee at the time an
Option is granted and set forth in the applicable Award Agreement, the exercise
price of each Share covered by an Option which is granted effective as of the
Company's initial public offering of Shares shall be the initial public offering
price per share.
 
         (c) EXERCISE. Each Option shall be vested and exercisable at such times
and subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter. Except as
otherwise specified by the Committee in the Award Agreement, Options shall
become vested and exercisable with respect to one-third of the Shares subject to
such Options on each of the first three anniversaries of the date of grant. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable.
<Page>
                                                                               8
 
 
         (d) PAYMENT.
 
                  (i) No Shares shall be delivered pursuant to any exercise of
         an Option until payment in full of the aggregate exercise price
         therefor is received by the Company. Such payment may be made in cash,
         or its equivalent, or (x) by exchanging Shares owned by the optionee
         (which are not the subject of any pledge or other security interest and
         which have been owned by such optionee for at least 6 months), or (y)
         if there shall be a public market for the Shares at such time, subject
         to such rules as may be established by the Committee, through delivery
         of irrevocable instructions to a broker to sell the Shares otherwise
         deliverable upon the exercise of the Option and to deliver promptly to
         the Company an amount equal to the aggregate exercise price, or by a
         combination of the foregoing; PROVIDED that the combined value of all
         cash and cash equivalents and the Fair Market Value of any such Shares
         so tendered to the Company as of the date of such tender is at least
         equal to such aggregate exercise price.
 
                  (ii) Wherever in this Plan or any Award Agreement a
         Participant is permitted to pay the exercise price of an Option or
         taxes relating to the exercise of an Option by delivering Shares, the
         Participant may, subject to procedures satisfactory to the Committee,
         satisfy such delivery requirement by presenting proof of beneficial
         ownership of such Shares, in which case the Company shall treat the
         Option as exercised without further payment and shall withhold such
         number of Shares from the Shares acquired by the exercise of the
         Option.
 
         (e) EXPIRATION. Except as otherwise set forth in the applicable Award
Agreement, each Option shall expire immediately, without any payment, upon the
earlier of (i) the tenth anniversary of the date the Option is granted, or (ii)
the date the Participant who is holding the Option ceases to be employed by the
Company or one of its Subsidiaries. In no event may an Option be exercisable
after the tenth anniversary of the date the Option is granted.
 
 
<Page>
                                                                               9
 
 
         Section 7.  AMENDMENT AND TERMINATION.
 
         (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; PROVIDED
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement applicable to the Plan; and
PROVIDED FURTHER that any such amendment, alteration, suspension, discontinuance
or termination that would impair the rights of any Participant or any holder or
beneficiary of any Option theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.
 
         (b) AMENDMENTS TO OPTIONS. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Option theretofore granted, prospectively or retroactively;
PROVIDED that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights of any
Participant or any holder or beneficiary of any Option theretofore granted shall
not to that extent be effective without the consent of the affected Participant,
holder or beneficiary.
 
         (c) ADJUSTMENT OF OPTIONS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.
 
                  In the event of (i) a merger of the Company with or into
another corporation, (ii) a merger of any Subsidiary with or into another
corporation that requires the approval of the Company's stockholders under the
law of the Company's jurisdiction of organization, or (iii) the sale or
disposition of substantially all of the assets of the Company, each outstanding
Option shall either continue in effect, be assumed or an equivalent option
substituted therefor by the successor corporation or a "parent corporation" (as
defined in Section 424(e) of the Code) or "subsidiary corporation" (as defined
in Section 424(f) of the Code) of the successor corporation. In the event that
the Option does not continue in effect or the successor corporation refuses to
assume or substitute for the Option, the Participant shall fully vest in and
have the right to exercise the Option as to all Shares subject to the Option,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option becomes
 
<Page>
                                                                              10
 
 
fully vested and exercisable in lieu of continuation, assumption or substitution
as set forth herein, the Company shall notify the Participant in writing or
electronically that the Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, or such shorter period
as the Committee may determine to be reasonable, and the Option shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale or
disposition of assets, the option confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the merger or sale or
disposition of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale or disposition of assets
by holders of Shares for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
PROVIDED, HOWEVER, that if such consideration received in the merger or sale or
disposition of assets is not solely common stock of the successor corporation or
its "parent corporation" or "subsidiary corporation", the Committee may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share subject to the Option,
to be solely common stock of the successor corporation or its "parent
corporation" or "subsidiary corporation" equal in fair market value to the per
share consideration received by holders of Shares in the merger or sale or
disposition of assets.
 
         Section 8. CHANGE OF CONTROL. In the event of a Change of Control after
the date of the adoption of this Plan, any outstanding Options then held by
Participants that are unexercisable or otherwise unvested shall automatically be
deemed exercisable or otherwise vested, as the case may be, as of immediately
prior to such Change of Control.
 
         Section 9. GENERAL PROVISIONS.
 
         (a) NONTRANSFERABILITY. Except as otherwise specified in the applicable
Award Agreement, each Option shall be exercisable only by the Participant during
the Participant's lifetime, or, if permissible under applicable law, by the
Participant's legal guardian or representative, and no Option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or by the laws of descent and distribution
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate; PROVIDED that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.
 
         (b) NO RIGHTS TO OPTIONS. No Participant or other Person shall have any
claim to be granted any Option, and there is no obligation for uniformity of
treatment of Participants,
 
<Page>
                                                                              11
 
 
or holders or beneficiaries of Options. The terms and conditions of Options and
the Committee's determinations and interpretations with respect thereto need not
be the same with respect to each Participant (whether or not such Participants
are similarly situated).
 
         (c) SHARE CERTIFICATES. All certificates for Shares or other securities
of the Company or any Affiliate delivered under the Plan pursuant to any Option
or the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange upon which
such Shares or other securities are then listed, and any applicable Federal or
state laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.
 
         (d)      WITHHOLDING.
 
                  (i) A Participant may be required to pay to the Company or any
         Affiliate and the Company or any Affiliate shall have the right and is
         hereby authorized to withhold from any Option, from any payment due or
         transfer made under any Option or under the Plan or from any
         compensation or other amount owing to a Participant the amount (in
         cash, Shares, other securities, other Option or other property) of any
         applicable withholding taxes in respect of an Option, its exercise, or
         any payment or transfer under an Option or under the Plan and to take
         such other action as may be necessary in the opinion of the Company to
         satisfy all obligations for the payment of such taxes.
 
                  (ii) Without limiting the generality of clause (i) above, a
         Participant may satisfy, in whole or in part, the foregoing withholding
         liability by delivery of Shares owned by the Participant (which are not
         subject to any pledge or other security interest and which have been
         owned by the Participant for at least 6 months) with a Fair Market
         Value equal to such withholding liability or by having the Company
         withhold from the number of Shares otherwise issuable pursuant to the
         exercise of the option a number of Shares with a Fair Market Value
         equal to such withholding liability.
 
         (e) AWARD AGREEMENTS. Each Option hereunder shall be evidenced by an
Award Agreement, which shall be delivered to the Participant and shall specify
the terms and conditions of the Option and any rules applicable thereto,
including but not limited to the effect on such Option of the death, disability
or termination of employment or service of a Participant, and the effect, if
any, of such other events as may be determined by the Committee.
 
 
<Page>
                                                                              12
 
 
         (f) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of options (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.
 
         (g) NO RIGHT TO EMPLOYMENT. The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employ of, or
in any consulting relationship to, the Company or any Affiliate, nor shall it be
construed as giving a Participant any rights to continued service on the Board.
Further, the Company or an Affiliate may at any time dismiss a Participant from
employment or discontinue any consulting relationship, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement.
 
         (h) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the
applicable Option, no Participant or holder or beneficiary of any Option shall
have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares.
 
         (i) GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Delaware, without
giving effect to the conflict of laws provisions thereof.
 
         (j) SEVERABILITY. If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or option, or would disqualify the Plan or any
Option under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Option, such provision shall
be stricken as to such jurisdiction, Person or Option and the remainder of the
Plan and any such Option shall remain in full force and effect.
 
         (k) OTHER LAWS. The Committee may refuse to issue or transfer any
Shares or other consideration under an Option if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Option shall be promptly refunded to the
 
<Page>
                                                                              13
 
 
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Option granted hereunder shall be construed as an offer to
sell securities of the Company, and no such offer shall be outstanding, unless
and until the Committee in its sole discretion has determined that any such
offer, if made, would be in compliance with all applicable requirements of the
U.S. federal and any other applicable securities laws.
 
         (l) NO TRUST OR FUND CREATED. Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Option, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
 
         (m) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
 
         (n) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
 
         Section 10.  TERM OF THE PLAN.
 
         (a) EFFECTIVE DATE. The Plan shall be effective as of the date of its
approval by the Board.
 
         (b) EXPIRATION DATE. No Option shall be granted under the Plan after
the tenth anniversary of the date the Plan is approved under Section 10(a).
Unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Option granted hereunder may, and the authority of the Board or
the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Option or to waive any conditions or rights under any such Option shall,
nevertheless continue thereafter.
 
</TEXT>
</DOCUMENT>
 
 

 

 

Exhibit 10.1

August 8, 2006

Kenneth Gilman

President and Chief Executive Officer

Asbury Automotive Group, Inc.

622 Third Avenue, 37th Floor

New York, NY 10017

Dear Ken:

The purpose of this letter is to describe the manner in which you may elect to exercise the options (the “Options”) held by you to acquire 737,500 shares of common stock, par value $0.01 per share, of Asbury Automotive Group, Inc. (the “Company”) pursuant to the terms of an Equity Option Grant dated as of December 3, 2001 (the “Grant”), delivered by the Company to you.

The Board of Directors of the Company has unanimously resolved to provide that notwithstanding any language in the Company’s 1999 Option Plan (the “Plan”) or the Grant to the contrary, you may elect in connection with delivering notice of exercise to the Company in accordance with the terms of the Grant (in lieu of exercising the Options through direct payment of the exercise price thereof) to receive from the Company an amount determined by multiplying (a) the difference obtained by subtracting the exercise price per share of the Options from the Fair Market Value (as defined in, and as determined pursuant to, the Plan) of a share of Common Stock on the date of exercise of the Options by (b) the number of shares of Common Stock with respect to which the Options will be exercised, subject to payment of withholding taxes pursuant to the terms of the Grant and the Plan.  Payment of the amount determined as set forth above shall be made in shares of Common Stock (based on the Fair Market Value of such shares on the date of exercise of the Options).

Other than as set forth above, nothing herein is intended to modify or change any provision of the Grant or the Plan, each of which shall remain in full force and effect.

 

 



 

Please acknowledge your receipt of this letter by signing below.

 

Very truly yours,

 

 

 

/s/ Michael J. Durham

 

Michael J. Durham

 

 

 

Nonexecutive Chair

 

 

Acknowledged and agreed to on this 8th day of August, 2006 by:

 

 

 

 

/s/ Kenneth B. Gilman

 

 

Kenneth B. Gilman