Exhibit








Exhibit 10.1
                                                                     


May 3, 2017


Mr. Sean Goodman


Dear Sean:


We are excited about the prospect of you joining the Asbury Automotive team as the Senior Vice President & Chief Financial Officer reporting to me. I am sure you will make significant contributions to our company and look forward to you starting on July 5, 2017. The following sets forth the terms of our offer.


Cash Compensation


Your Target Annualized Cash Compensation will be $1,050,000. This includes a $600,000 base salary and a $450,000 target annual bonus, which is 75% of your base salary.
 
Your 2017 annual bonus will be prorated based on the number of full months worked during the year and the amount of the pay-out will be based on the same bonus criteria applicable to all Dealer Support Center bonus-eligible employees, as determined by the Asbury compensation and human resources committee. The bonus criteria are based on the number of cars sold in the United States in 2017 and Asbury’s EBITDA at each level of sales.


Equity Grant


On your start date, you will be granted an equity award with a value of $600,000, which will be issued in the form of restricted shares of common stock of Asbury that will vest ratably over a three year period. The actual number of shares you will be granted will be based on the closing price of a share of common stock of Asbury on the New York Stock Exchange on the date of grant. The equity award will be subject to the terms and conditions set forth in the 2012 Asbury Equity Incentive Plan, as amended, and in the equity award agreement to be entered into between you and Asbury.


You will be eligible for future grants during the normal and customary equity grant cycle, which has historically occurred in February.


Equity Holding Requirements


You will be required to own Asbury equity valued at three times your base salary.  You will be expected to meet this guideline over the course of five years.  The following shares count towards your ownership for purposes of meeting the requirements: (i) all restricted shares of common stock of Asbury whether vested or unvested, (ii) all performance shares of common stock of Asbury that are earned, even if not vested and (iii) all other shares of common stock of Asbury that are held by you.


Demonstrator Vehicle


You will be provided one demonstrator vehicle for your use. The imputed income associated with the demonstrator vehicle will be taxable to you.
 
Benefits













We offer a competitive benefits package including:  Family Health, Dental and Vision Care, a 401(k) Plan, Employee LTD, Life and STD; details will be provided.


Vacation


In 2017, you will have 2 weeks of vacation. In 2018 and annually thereafter, you will have 4 weeks of paid vacation. 


Relocation


You will receive a lump sum relocation payment of $150,000, which is subject to normal tax withholdings (the “Relocation Payment”). The Relocation Payment is subject to the terms and conditions set forth in the Asbury Relocation Policy.


Termination Protection


You will receive a severance pay agreement providing base salary and benefits continuation for one year and a pro-rated bonus for the portion of the year you served prior to your termination in the event you are terminated without “cause” or you terminate your employment for “good reason” (as such terms are defined in the severance pay agreement).  You must execute a general release to receive the payment of any severance. 


Our offer is contingent upon successful completion of a background check, officer questionnaire, credit check, motor vehicle review and a pre-employment drug test.


In extending this offer of employment, we have relied on your representations that (1) you will not use in any way any confidential information (or any records, documents and similar items) relating to the business of your former employers while employed at Asbury and (2) you have not entered into any agreement or made any commitment to any prior employer or other third party (including, without limitation, non-competition provisions or other restrictive covenants in agreements with prior employers) which would in any way affect or limit your ability to carry out your duties with Asbury. By signing this offer letter, you acknowledge that any inaccuracy in these representations may be grounds for termination.






To signify your acceptance of this position, please sign below and return one copy to me. 




Sincerely,


/s/ Craig T. Monaghan


Craig T. Monaghan
President and CEO
Asbury Automotive Group, Inc.




I hereby signify my acceptance of the position.


	
			
	/s/ Sean Goodman
	 
	May 3, 2017

	Signature
	 
	Date