EXHIBIT
10.1


FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT


PERFORMANCE SHARE
UNIT AWARD AGREEMENT UNDER THE ASBURY 

AUTOMOTIVE GROUP, INC. 2002 EQUITY INCENTIVE PLAN dated as of February 22, 

2007 between Asbury Automotive Group, Inc. (the “Company”), a Delaware 

corporation, and {NAME}.


This Performance Share Unit Award Agreement (the “Award
Agreement”) sets forth the terms and conditions of a target award of {X}
performance compensation shares (the “Award”) that are subject to the
terms and conditions specified herein (“Performance Awards”) and that
are granted to you under the Asbury Automotive Group, Inc. 2002 Equity
Incentive Plan (the “Plan”).  This
Award provides you with the opportunity to earn, subject to the terms of this
Award Agreement, shares of the Company’s common stock, $0.01 par value (“Shares”).


THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF
THE PLAN AND THIS AWARD AGREEMENT.  BY
SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS
AND CONDITIONS OF THIS AWARD AGREEMENT.


SECTION
1.  Definitions.  Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the meanings as
used or defined in the Plan.  As used in
this Award Agreement, the following terms shall have the meanings set forth
below:


“Cause” shall have the meaning set forth in any
employment agreement then in effect between you, on the one hand, and the
Company or any of its Affiliates, on the other hand, or, if not defined in any
such agreement, “Cause” shall mean a finding by the Committee of any of the
following: (a) your being convicted of, or entering a plea of nolo
contendere to, any crime that constitutes a felony or involves moral turpitude,
(b) your gross negligence or serious misconduct (including, without limitation,
any criminal, fraudulent or dishonest conduct) that is injurious to the Company
or any of its Affiliates, (c) your material breach of your employment or
service contract with the Company or any of its Affiliates, (d) your willful
and continued failure to substantially perform your duties with the Company and
it’s Affiliates or (e) your material breach of a material written policy
of the Company, in each case (with respect to clauses (b), (c), (d) and (e))
which is not corrected within 30 days after written notice from the
Company.  The determination of the
existence of Cause shall be made by the Committee in good faith.











 


“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.


“Determination Date” means the date, as
determined by the Committee, on which the Committee determines whether and to
what extent the Performance Goals with respect to the Award have been achieved;
provided that such date shall be no later than [March 15], 2010.


“Performance Commencement Date” means
January 1, 2007.


“Performance Cycle” means calendar years 2007
through 2009.


SECTION 2.  (a)  Performance-Based Right to Payment.  The number of Shares that shall be issued
pursuant to the Award shall be determined based on the Company’s achievement of
Performance Goals as set forth on Exhibit A.  On the Determination Date, the Committee in
its sole discretion shall determine whether and to what extent the Performance
Goals as set forth on Exhibit A have been attained.  Except as otherwise provided in
Section 4 of this Award Agreement, the payment of Shares with respect to
your Performance Awards is contingent on the attainment of the Performance
Goals as set forth on Exhibit A. 
Accordingly, except as otherwise provided in Section 4 of this
Award Agreement, you will not become entitled to payment with respect to the
Performance Awards subject to this Award Agreement unless and until the
Committee determines that the Performance Goals set forth on Exhibit A
have been attained.  Upon such
determination by the Committee and subject to the provisions of the Plan and
this Award Agreement, you shall be entitled to payment of that portion of this
Award as corresponds to the Performance Goals attained (as determined by the
Committee in its sole discretion) as set forth on Exhibit A.  Furthermore, pursuant to Section 3 (except as
otherwise provided therein) and except as otherwise provided in Section 4 of
this Award Agreement, in order to be entitled to payment with respect to any
Performance Awards, you must be employed by the Company or an Affiliate on the
Payment Date, provided that, to the extent payments pursuant to this Award
Agreement are attributable to Dividend Equivalents (as defined in Section 6),
such payments will be made in cash.


(b)  Payment of Award.  The Committee shall determine the date on
which payments pursuant to this Award Agreement shall be made (the “Payment
Date”); provided that (i) the Payment Date shall not be any earlier
than the Determination Date and (ii) except as otherwise provided in
Section 4(a)(ii) of this Award Agreement, the Payment Date shall not be
earlier than January 1, 2010, and not later than March 15, 2010.  Except as otherwise provided in
Section 4 of this Award Agreement, payments made pursuant to this Award
Agreement shall be payable in Shares.


SECTION 3.  Forfeiture
of Performance Awards.  Except as
otherwise provided in Section 4 of this Award Agreement, if your employment
with the Company and its Affiliates terminates prior to the Payment Date, your
rights with respect to any Performance Awards awarded to you pursuant to this
Award Agreement shall 











 


immediately terminate,
and you will be entitled to no payments or benefits with respect thereto, unless
the Committee, as permitted pursuant to the terms of the Plan, determines in
its sole discretion otherwise (in which case any payment to be made to you
pursuant to this Award Agreement will be made to you on the Payment Date).


SECTION 4.  Change of
Control.  In the event of a Change of
Control after the date of this Award Agreement, the provisions of this
Section 4 shall apply.


(a)  Timing of Payment.  In the event of a Change of Control after the
date of this Award Agreement and prior to the Payment Date, to the extent your
rights with respect to Performance Awards have not previously been terminated
in connection with the termination of your employment with the Company and its
Affiliates prior to such Change of Control, payments made pursuant to this Award
Agreement:


(i)  shall be paid on the Payment Date, provided
you remain continuously employed with the Company and its Affiliates through
the Payment Date;


(ii)  shall be paid promptly following the
date of your termination of employment with the Company and its Affiliates if
your employment is involuntarily terminated (other than for Cause) by the
Company and its Affiliates following such Change of Control; or


(iii)  shall be forfeited if your employment
with the Company and its Affiliates is terminated prior to the Payment Date for
any reason other than an involuntary termination described in the preceding
clause (ii).


(b)  Form of Payment.  If
the Change of Control occurs prior to the Payment Date, any amount to be paid
under this Award Agreement shall be paid (at such time as determined in
accordance with paragraph (a) above) in equity securities of the successor
corporation (the “Acquiror Securities”) with the number of such Acquiror
Securities determined by calculating the number of Shares earned under this
Award Agreement (as determined in accordance with paragraph (c) below) and
converting such Shares on the same basis as the conversion applicable to
holders of Shares generally in connection with the Change of Control; provided,
however, that if the consideration received by holders of Shares
generally in connection with the Change of Control is not solely Acquiror
Securities, the Committee may, with the consent of the successor corporation,
provide that the amount to be paid under this Award Agreement will be solely in
the form of Acquiror Securities (other than any amount in respect of Dividend
Equivalents, which shall be paid in cash in accordance with Section 6) equal in
fair market value to the per Share consideration received by holders of Shares
generally in connection with the Change of Control.  Notwithstanding the foregoing, the successor
corporation may elect, no later than  90
days following a Change of Control (but in no event later than the scheduled
payment date determined in accordance with paragraph (a) above), to settle (at
such time as determined in accordance with paragraph (a) above) the Performance
Awards in a lump-sum cash payment (in lieu of settling such Performance Awards
with Acquiror Securities) in an amount equal to the product of (i) the number
of Shares earned under this Award Agreement (as determined in accordance with
paragraph (c) below) and (ii) the fair market value per Share at the time of
the Change of Control, as 











 


determined
by the Committee in its sole discretion, and an amount equal to the
value of the Dividend Equivalents retained by the Company with respect to the
Shares as of the Change of Control shall be added to the product of the
foregoing clauses (i) and (ii); provided,
however, that, in the event the consideration received by holders of
Shares in connection with the Change of Control is paid solely in cash, the
successor corporation shall be deemed to have made such election as of the time
of such Change of Control.


(c)  Determination of Performance Results.  (i)  If
the Change of Control occurs prior to the first anniversary of the Performance
Commencement Date, the Performance Goals set forth on Exhibit A shall
be deemed to have been satisfied at the target level.


(ii)  If the Change of Control occurs on or
following the first anniversary of the Performance Commencement Date and prior
to the third anniversary of the Performance Commencement Date, immediately
prior to the Change of Control, the Committee in its sole discretion shall
determine whether and to what extent the Performance Goals as set forth on Exhibit
A have been attained as of such Change of Control.  For purposes of this clause (ii), the
Committee shall determine the performance results for (A) any completed
year in the Performance Cycle and (B) any year in the Performance Cycle which
is not fully completed as of the Change of Control but in which at least six
full months have elapsed prior to the Change of Control (collectively, the “Completed
Years”).  For any Completed Year that
does not consist of a full twelve months, the Committee in its sole discretion
shall determine whether and to what extent the Performance Goals as set forth
on Exhibit A have been attained for such year on an annualized basis.


(A)  If there is only one Completed Year
prior to the Change of Control, the points achieved during the Completed Years
shall be multiplied by three for purposes of determining the level of
achievement on the cumulative three-year point scale set forth on Exhibit A.


(B)  If there are only two
Completed Years prior to the Change of Control, the points achieved during the
Completed Years shall be multiplied by 1.5 for purposes of determining the
level of achievement on the cumulative three-year point scale set forth on Exhibit
A.


(C)  If there are three
Completed Years prior to the Change of Control, the points achieved during the
Completed Years shall be multiplied by 1.0 for purposes of determining the
level of achievement on the cumulative three-year point scale set forth on Exhibit
A.


SECTION
5.  Grant Subject to Plan
Provisions.  This Award is made
pursuant to the Plan, the terms of which are incorporated herein by reference,
and in all respects shall be interpreted in accordance with the Plan.  The grant and terms of this Award are subject
to the provisions of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the
Committee in 











 


accordance with the provisions of the Plan, including,
but not limited to, provisions pertaining to (a) rights and obligations
with respect to withholding taxes, (b) the registration, qualification or
listing of the Company’s shares, (c) capital or other changes of the
Company and (d) other requirements of applicable law.  The Committee shall have the authority to
interpret and construe this Award pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.  This Award is granted pursuant to Section
6(e) of the Plan and shall not be deemed a “Performance Compensation Award” for
purposes of Section 6(g) of the Plan. 
This Award, nevertheless, shall be subject to the terms of Section 6(g);
provided, however, that actions otherwise required to be taken
during the first 90 days of the Performance Period may be taken following such
90-day period for purposes of this Award. 
Notwithstanding the provisions of Section 6(g)(vi)(D) of the Plan, the
Committee shall not exercise the use of negative discretion authorized under
Section 6(g)(vi)(D) of the Plan to reduce or eliminate the amount of the
Performance Award earned under the terms of this Award Agreement (it being
understood that the determination of the attainment of the Performance Goals as
set forth on Exhibit A shall be in the sole discretion of the Committee
and shall not be deemed to be a reduction or elimination of the Performance
Award for this purpose).


SECTION 6.    No Rights as a Shareholder.   You shall not have any rights or privileges
of a shareholder with respect to the Performance Awards subject to this Award
Agreement unless and until certificates representing the Shares are actually
issued and delivered to you or your legal representative in settlement of this
Award. Notwithstanding the foregoing, you will be entitled to receive an amount
in cash equal to the value of the dividends that were paid on the Shares subject
to this Award Agreement during the Performance Cycle (the “Dividend
Equivalents”).  Such Dividend
Equivalents will be retained by the Company and will be paid in cash if and
when the Shares are issued.


SECTION 7.  No
Employment or Other Rights.  The
grant of this Award shall not confer upon you any right to be retained as a
director, officer or employee of or to the Company or any of its Affiliates and
shall not interfere in any way with the right of the Company and its Affiliates
to terminate your employment or service at any time.  The right of the Company and its Affiliates
to terminate at will your employment or service at any time for any reason,
free from any liability or any claim under the Plan or this Award Agreement, is
specifically reserved unless otherwise expressly provided in the Plan or in
this Award Agreement.


SECTION 8.  Non-Transferability
of Performance Awards.  Your rights
and interests under this Award Agreement may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by you except,
in the event of your death, 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.











 


SECTION 9.  Successors
and Assigns of the Company.  The
terms and conditions of this Award Agreement shall be binding upon and shall
inure to the benefit of the Company and its successors and assigns.


SECTION 10.  Taxes,
Consents, Stop Transfer Orders and Legends. 
(a)  Taxes.  The delivery of Shares pursuant to
Section 2(b) (or any cash payment made pursuant to Section 4) and any
Dividend Equivalents pursuant to Section 6 is conditioned on satisfaction of any
applicable withholding taxes in accordance with Section 9(d) of the Plan.  You are solely responsible and liable for the
satisfaction of all taxes and penalties that may arise in connection with this
Award (including any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise hold you
harmless from any or all of such taxes. 
The Committee shall have the discretion to unilaterally modify this
Award in a manner (i) that it in good faith believes conforms with the
requirements of Section 409A of the Code and (ii) for any distribution
event that could be expected to violate Section 409A of the Code, in order
to make the distribution only upon a “permissible distribution event” within
the meaning of Section 409A of the Code (as determined by the Committee in good
faith).  The Committee shall have the
sole discretion to interpret the requirements of the Code, including
Section 409A, for purposes of the Plan and this Award.


(b)  Consents.  Your rights in respect of Performance Awards
are conditioned on the receipt to the full satisfaction of the Committee of (i)
any required consents that the Committee may determine to be necessary or
advisable (including, without limitation, your consenting to the Company’s
supplying to any third party recordkeeper of the Plan such personal information
as the Committee deems advisable to administer the Plan) and (ii) your
making or entering into such written representations, warranties and agreements
in connection with the acquisition of any Shares pursuant to this Award as the
Committee may request in order to comply with applicable securities laws or
this Award.


(c)  Stop Transfer Orders and Legends.  All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
this Award 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 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.


SECTION
11.  Committee Discretion.  The Committee shall have full and plenary
discretion with respect to any actions to be taken or determinations to be made
in connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.


SECTION
12.  Confidentiality.  You hereby agree to keep confidential, and to
not disclose to anyone, the existence and terms of this Award Agreement
(including the Performance Goals set forth on Exhibit A), except to your
immediate family and your financial and legal advisors, or as may be required
by law or ordered by 











 


a court with valid jurisdiction over such matter.  You further agree that any disclosure to your
immediate family and your financial and legal advisors will only be made after
such individuals or entities acknowledge and agree to maintain the
confidentiality of this Award Agreement and its terms.


SECTION
13.  Applicable Law.  The validity,
construction, interpretation and effect of this Award Agreement shall be
governed by and determined in accordance with the laws of the State of Delaware
without giving effect to the conflict of laws provisions thereof.


SECTION
14.  Notice.  All notices, requests, demands and other
communications required or permitted to be given under the terms of this Award
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three Business Days after they have
been mailed by U.S. registered mail, return receipt requested, postage prepaid,
addressed to the other party as set forth below:




	
  If to the Company:

  	
   

  	
  Asbury Automotive Group, Inc.

  622 Third Avenue

  New York, NY 10017

  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  If to you:

  	
   

  	
  At the then-current address shown on the 

  payroll of the Company

  






 


The Company and you may change the address to which
notices under this Award Agreement shall be sent by providing written notice to
the other in the manner specified above. 
Notwithstanding the above, the Company and its Affiliates may provide
notice to you by email or other electronic means to which you have regular
access.


SECTION
15.  Headings.  Headings are given to the Sections and
subsections of this Award Agreement 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
this Award Agreement, the Plan or any provision thereof.


SECTION
16.  Amendment of this Award
Agreement.  The Committee may waive
any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate this Award Agreement prospectively or
retroactively; provided, however, that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely impair your rights under this Award
Agreement shall not to that extent be effective without your consent (it being
understood, notwithstanding the foregoing proviso, that this Award Agreement
and Performance Awards shall be subject to the provisions of Sections 6(g)(v)
(including, without limitation, in connection with adjustments to the number or
identity of peer companies), 7(a) and 7(c) (including, without limitation, in
connection with adjustments to the number or kinds of shares, security or other
property subject to this Award Agreement) of the Plan).











 


SECTION
17.  Counterparts.  This Award Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


IN WITNESS WHEREOF, the
parties have duly executed this Award Agreement as of the date first written
above.


 


	
  

  	
  ASBURY AUTOMOTIVE GROUP, INC.,

  
	
  

  	
   

  	
   

  
	
   

  	
      By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  {NAME},

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 











 


EXHIBIT A


Performance Goals with Respect to the Performance Awards for the
Performance Period from

January 1, 2007 through December 31, 2009


	
  Points
  Achieved

  	
   

  	
  0-4.9

  	
   

  	
  5-6.9

  	
   

  	
  7-8.9

  	
   

  	
  9-10.9

  	
   

  	
  11-13.9

  	
   

  	
  14-15.4

  	
   

  	
  15.5-16.9

  	
   

  	
  17-18

  	
   

  
	
  % of
  Standard Award

  	
   

  	
  0%

  	
   

  	
  40%

  	
   

  	
  60%

  	
   

  	
  80%

  	
   

  	
  100%

  	
   

  	
  125%

  	
   

  	
  150%

  	
   

  	
  180%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Target

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


[Point Scoring Intentionally Omitted]