EX-10.2






EXHIBIT A

TO

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

VESTING SCHEDULE




Vesting in General: The term of this Agreement (the “Term”) shall commence on January 1, 2008 and
end on December 31, 2011. With respect to each fiscal year of the Company ending respectively on
December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011 (each, a
“Performance Period”), a percentage of the Restricted Shares and any Stock Dividends thereon shall
vest according to the Vesting Schedule set forth below based upon the satisfaction of the
performance targets described below (the “Performance Targets”) for such Performance Period;
provided, however, that if vesting does not occur with respect to the Restricted Shares and any
Stock Dividends thereon that are first subject to vesting as a result of the Company’s performance
with respect to a particular Performance Target during such Performance Period, such Restricted
Shares and any Stock Dividends thereon may become vested upon the satisfaction of such Performance
Target on a cumulative basis during multiple consecutive Performance Periods during the Term, as
described below.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of Shares
	Performance Period End Date	 	Performance Target	 	Subject to Vesting
	December 31, 2008
	 	Gross Margin	 	 	—	 
	December 31, 2008
	 	Same Store Revenue Growth	 	 	—	 
	December 31, 2008
	 	Reduction of SG&A	 	 	—	 
	December 31, 2009
	 	Gross Margin	 	 	—	 
	December 31, 2009
	 	Same Store Revenue Growth	 	 	—	 
	December 31, 2009
	 	Reduction of SG&A	 	 	—	 
	December 31, 2010
	 	Gross Margin	 	 	—	 
	December 31, 2010
	 	Same Store Revenue Growth	 	 	—	 
	December 31, 2010
	 	Reduction of SG&A	 	 	—	 
	December 31, 2011
	 	Gross Margin	 	 	—	 
	December 31, 2011
	 	Same Store Revenue Growth	 	 	—	 
	December 31, 2011
	 	Reduction of SG&A	 	 	—	 






For sake of clarity, each      share increment of the Restricted Shares (and any Stock Dividends
thereon) shall vest on the basis of the achievement of a single Performance Target in a particular
Performance Period (or cumulatively, in multiple Performance Periods, as described below), without
regard to the Company’s performance with respect to the other Performance Targets during such
Performance Period.



Performance Targets: In order to achieve the vesting of the numbers of Restricted Shares and any
Stock Dividends thereon for a particular Performance Target in a particular Performance Period as
set forth in the Vesting Schedule, the corresponding Performance Target (as described below) must
be met for such Performance Period, based upon the results from the Company’s operations as
published in the Company’s filings with the Securities Exchange Commission, and certified by the
Committee.




	1.	 	Gross Margin: The Company must have a total gross margin of      % for such Performance
Period.






	2.	 	Same Store Revenue Growth: The Company’s same store revenue growth (expressed as a
percentage and based on total revenue) for such Performance Period shall be at or above the
median same store revenue growth for the Peer Organizations (as defined below) for such
Performance Period.






	3.	 	Reduction of SG&A: The Company must experience a reduction of sales, general and
administrative (“SG&A”) expenses, expressed as a percentage of gross profit, during such
Performance Period to at least the level corresponding to such Performance Period as set forth
in the schedule below:





	 	 	 
	Calendar Year	 	Level of SG&A Expenses
	2008	 	___%
	2009

	 	     %
	2010

	 	     %
	2011

	 	     %






Peer Organizations: “Peer Organizations” for purposes of the Same Store Revenue Growth performance
target include the following five publicly traded companies in the automotive retail sector:
Asbury Automotive, AutoNation, Lithia Motors, Sonic Automotive, and United Auto.



No company shall be added to, or removed from, such list of Peer Organizations during the term of
this Agreement; provided, however, that a company shall be removed from such list of Peer
Organizations for a Performance Period if (a) during such period, (i) such company ceases to
maintain publicly available statements of operations prepared in accordance with United States
generally accepted accounting principles, consistently applied (“GAAP”), (ii) such company is not
the surviving entity in any merger, consolidation, or other non-bankruptcy reorganization (or
survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such
company), (iii) such company sells, leases, or exchanges all or substantially all of its assets to
any other person or entity (other than a previously wholly owned subsidiary of such company), or
(iv) such company is dissolved and liquidated, or (b) more than      % of such company’s revenues
(determined on a consolidated basis based on the regularly prepared and publicly available
statements of operations of such company prepared in accordance with GAAP) for any fiscal year of
such company that ends during such Performance Period are attributable to the operation of
businesses other than automotive retail sales and such company does not provide publicly available
statements of operations with respect to its automotive retail business that are separate from the
statements of operations provided with respect to its other businesses. Any organization that is
removed from such list of Peer Organizations pursuant to the provisions of this paragraph shall not
be included in the list of Peer Organizations for any subsequent Performance Period after the
Performance Period in which it was so removed.



Calculations of whether the Performance Targets have been achieved under this Agreement shall be
based upon the Company’s and the Peer Organizations’ respective financial results as described in
their respective regularly prepared and publicly available consolidated statements of operations
prepared in accordance with GAAP. Notwithstanding the foregoing, in the event that an
Extraordinary Event (as defined below) occurs during any Performance Period, the Committee shall
determine whether the Performance Targets have been met by the Company with respect to such
Performance Period by using financial information of the Company and, to the extent publicly
available, for the Peer Organizations, that is adjusted to exclude the portion of the Company’s
(and, as applicable, the Peer Organizations’) financial results attributable to dealerships located
in the geographic area(s) and/or business line(s) impacted by such Extraordinary Event, as
applicable.



For purposes of this Agreement, “Extraordinary Event” shall mean:




	1.	 	The occurrence of a natural disaster in a county or parish in which a dealership of the
Company is located, if such natural disaster results in the declaration by the federal
government that the county or parish has experienced a major disaster or, in the case of a
dealership located in the United Kingdom, a declaration is made by the applicable governmental
authority that the county or parish in which such dealership is located experienced a disaster
that entitles persons in such county to apply for governmental disaster assistance.






	2.	 	The discontinuation of the production of new automobiles by an automobile manufacturer that
supplies Company dealerships or the loss by the Company or particular dealerships of the
Company of franchise rights from such a manufacturer.





Cumulative Vesting Opportunity: Notwithstanding the foregoing, if in any Performance Period during
the Term (other than the Performance Period for the fiscal year ending December 31, 2011), the
Company did not achieve any of the Performance Target set forth above as to such Performance
Period, Employee will continue to have the opportunity to satisfy such Performance Target(s) on a
cumulative basis. A Performance Target will be determined by the Committee to have been satisfied
with respect to a particular Performance Period on a cumulative basis if, taking into account the
average rate of the Company’s performance as to such Performance Target based on all completed
Performance Periods during the Term prior to the date of determination, the Company achieved such
Performance Target. For sake of clarity, the following are examples of cumulative vesting:




Gross Margin: If the Company’s Gross Margin for 2008 is      % and the Company’s Gross Margin
for 2009 is      %, then the average Gross Margin for the 2008 and 2009 Performance Periods is
     % [     ] and the Gross Margin Performance Target will be determined to have been met for
each of the 2008 and 2009 Performance Periods.




Same Store Revenue Growth: If the Company’s Same Store Revenue Growth for 2008 is      %, but
its Peer Organizations’ median Same Store Revenue Growth for each of 2008 and 2009 is      %,
then the Same Store Revenue Growth Performance Target will be determined to have been met by
the Company for 2008 and 2009 if the Company’s Same Store Revenue Growth for 2009 is at
least      %.




Reduction of SG&A Expenses: If SG&A expenses have been reduced to      % for the 2008
Performance Period,      % for the 2009 Performance Period, and      % or lower for the 2010
Performance Period, then the Reduction of SG&A Performance Target will be determined to have
been met for each of the 2008, 2009 and 2010 Performance Periods. This is determined by
reducing the Performance Target for the final year in the series of Performance Periods
under consideration by the amount by which the Performance Target was missed in each of the
preceding years in the series of Performance Periods under consideration. In this example,
the required level of SG&A expense for 2010 to achieve vesting for the 2008, 2009 and 2010
Performance Periods is      %, which is determined as follows:      .