AMENDED AND RESTATED KEY EXECUTIVE INCENTIVE COMPENSATION PLAN



 Exhibit 10.2 
 AMENDED AND RESTATED ASBURY AUTOMOTIVE GROUP, INC. 
 KEY EXECUTIVE INCENTIVE COMPENSATION
PLAN 
 (Effective January 1, 2004, Amended and Restated as of March 25, 2009) 
 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 or other period
of time (which may be longer or shorter than a full fiscal year of the Company, to the extent consistent with Section 162(m) of the Code) determined by the Committee. 
 “Plan” shall have the meaning set forth in Section 1. 
 “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive
guidance issued thereunder. 
 SECTION 3. Effective Date; Term. The Plan became effective as of January 1, 2004, and was approved
by the Company’s stockholders at the Company’s 2004 Annual Meeting of Stockholders on June 3, 2004, 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. The Plan was subsequently amended and restated to include the revised requirements of Section 409A of the Code, which amendment and restatement was approved by the Committee on November 21, 2008. The
Plan is hereby further amended and restated to include additional performance criteria and to clarify provisions relating to the length of Performance Periods, which amendment and restatement was approved by the Committee on March 25, 2009.

  

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 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 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) objective measures of customer satisfaction, (Q) objective measures of objective measures of employee satisfaction, (R) expense levels and expense ratios, (S) gross margin and gross margin ratios,
(T) employee turnover, (U) implementation of systems, (V) completion of projects, (W) level or amount of divestitures, (X) goals related to capitalization or restructuring of the balance sheet, and (Y) goals related to
management or expense restructuring. 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 

  

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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. 
 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), but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral”
pursuant to Section 1.409A-1(b)(4) of the Department of Treasury regulations, unless the Committee shall determine that any Award or any portion thereof shall be deferred pursuant to an approved deferred compensation plan in accordance with
Section 409A. 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). 
  

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 (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. 
 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. 
  

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 (g) To the extent applicable, the Plan and the Awards shall be interpreted in accordance with
Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any Award may be subject to Section 409A, the Committee may adopt such amendments to the Plan and the applicable Award
or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A
and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under Section 409A. 
  

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