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                                                                 Exhibit 10.22

                        [LETTERHEAD OF ASBURY AUTOGROUP]

                             SEVERANCE PAY AGREEMENT
                                FOR KEY EMPLOYEE


This agreement is entered into as of May 15, 2001 between Asbury Automotive
Group L.L.C. ("Asbury") and Thomas F. Gilman ("Executive"), a key employee of
Asbury, in order to provide for an agreed-upon compensation in the event that
the Executive's employment is terminated as defined in this agreement.

1.   SEVERANCE PAY ARRANGEMENT

     If a Termination (as defined below) of Executive's employment occurs at any
     time during Executive's employment, Asbury will pay Executive 12 months of
     Executive's base salary as of the date of Termination as Severance Pay.
     Payment (subject to required withholding) will be made by Asbury to
     Executive monthly on the regular payroll dates of Asbury starting with the
     date of Termination.

     If Executive participates in a bonus compensation plan at the date of
     Termination, Severance Pay will also include a portion of the target bonus
     for the year of Termination in an amount equal to the target bonus
     multiplied by the percentage of such year that has expired through the date
     of Termination.

     In addition, Executive shall be entitled for 12 months following the date
     of Termination to continue to participate at the same level of coverage and
     Executive contribution in any health and dental insurance plans, as may be
     amended from time to time, in which Executive was participating
     immediately prior to the date of Termination. Such participation will
     terminate 30 days after Executive has obtained other employment under which
     Executive is covered by equal benefits. The Executive agrees to notify
     Asbury promptly upon obtaining such other employment.

2.   DEFINITION OF TERMINATION TRIGGERING SEVERANCE PAY

     A "Termination" triggering the Severance Pay set forth above in Section 1
     is defined as (1) termination of Executive's employment by Asbury for any
     reason, except death, disability, retirement, voluntary resignation or
     "cause", or (2) termination by Executive because of mandatory relocation of
     Executive's current principal place of


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     business to a location more than 50 miles away, or (3) Asbury's reduction
     of Executive's base salary, or (4) any material diminution of Executive's
     duties or job title, except in a termination for "cause", death,
     disability, retirement or voluntary resignation. The definition of "cause"
     is: (1) Executive's gross negligence or gross misconduct in carrying out
     Executive's duties resulting in either case in material harm to Asbury;
     or (2) Executive being convicted of a felony; or (3) Executive's breach of
     Sections 3, 4 or 5 below.

3.   CONFIDENTIAL INFORMATION NONDISCLOSURE PROVISION

     During and after employment with Asbury, Executive agrees not to disclose
     to any person (other to an employee or director of Asbury or any affiliate
     and except as may be required by law) and not to use to compete with Asbury
     or any affiliate any confidential or proprietary information, knowledge or
     data that is not in the public domain that was obtained by Executive while
     employed by Asbury with respect to Asbury or any affiliate or with respect
     to any products, improvements, customers, methods of distribution, sales,
     prices, profits, costs, contracts, suppliers, business prospects, business
     methods, techniques, research, trade secrets or know-how of Asbury or any
     affiliate (collectively, "Confidential Information"). In the event that
     Executive's employment ends for any reason, Executive will deliver to
     Asbury all documents and data of any nature pertaining to Executive's work
     with Asbury and will not take any documents or data or any reproduction, or
     any documents containing or pertaining to any Confidential Information.
     Executive agrees that in the event of a breach by Executive of this
     provision, Asbury shall be entitled to inform all potential or new
     employers of this provision and obtain injunctive relief and damages which
     may include recovery of amounts paid to Executive under this agreement.

4.   NON-SOLICITATION OF EMPLOYEES

     Executive agrees that for a period of one year from Executive's last day of
     employment with Asbury, Executive shall not directly or indirectly solicit
     for employment or employ any person who, at any time during the preceding
     12 months, is or was employed by Asbury or any affiliate or induce or
     attempt to persuade any employee of Asbury or any affiliate to terminate
     their employment relationship. Executive agrees that in the event of a
     breach by Executive of this provision, Asbury shall be entitled to inform
     all potential or new employers of this provision and obtain injunctive
     relief and damages which may include recovery of amounts paid to Executive
     under this agreement.


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5.   COVENANT NOT TO COMPETE

     While Executive is employed by Asbury, Executive shall not directly or
     indirectly engage in, participate in, represent or be connected with in any
     way, as an officer, director, partner, owner, employee, agent, independent
     contractor, consultant, proprietor or stockholder (except for the ownership
     of a less than 5% stock interest in a publicly-traded corporation) or
     otherwise, any business or activity which competes with the business of
     Asbury or any affiliate unless expressly consented to in writing by the
     Chief Executive Officer of Asbury (collectively, "Covenant Not To
     Compete").

     In the event that Executive's employment ends for any reason, the
     provisions of the Covenant Not To Compete shall remain in effect for
     one year following the date of Termination except that the prohibition
     above on "any business or activity which competes with the business of
     Asbury or any affiliate" shall be limited to Autonation, Sonic, Lithia,
     United Auto Group and other competitive groups of similar size. Executive
     shall disclose in writing to Asbury the name, address and type of business
     conducted by any proposed new employer of Executive if requested in writing
     by Asbury. Executive agrees that in the event of a breach by Executive of
     this Covenant Not To Compete, Asbury shall be entitled to inform all
     potential or new employers of this Covenant and to obtain injunctive relief
     and damages which may include recovery of amounts paid to Executive under
     this agreement.

                               GENERAL PROVISIONS

     A.   EMPLOYMENT IS AT WILL

          The Executive and Asbury acknowledge and agree that Executive is an
          "at will" employee, which means that either the Executive or Asbury
          may terminate the employment relationship at any time, for any reason,
          with or without cause or notice, and that nothing in this agreement
          shall be construed as an express or implied contract of employment.

     B.   EXECUTION OF RELEASE

          As a condition to the receipt of the Severance Pay payments and
          benefits described in section 1 above, Executive agrees to execute a
          release of all claims arising out of the Executive's employment or its
          termination including but not limited to any claim of discrimination,
          harassment or wrongful discharge under local, state or federal law.


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     C.   OTHER PROVISIONS

          This agreement shall be binding upon the heirs, executors,
          administrators, successors and assigns of Executive and Asbury,
          including any successor to Asbury.

          The headings and captions are provided for reference and convenience
          only and shall not be considered part of this agreement.

          If any provision of this agreement shall be held invalid or
          unenforceable, such holding shall not affect any other provisions,
          and this agreement shall be construed and enforced as if such
          provisions had not been included.

          This agreement supersedes any and all agreements between Asbury and
          Executive relating to payments upon termination of employment or
          severance pay and may only be modified in writing signed by Asbury and
          Executive.

          This agreement shall be governed by and construed in accordance with
          the laws of the State of Connecticut.

          AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

          BY EXECUTIVE                      BY ASBURY AUTOMOTIVE
                                            GROUP L.L.C.


          /s/ Thomas F. Gilman              /s/ Brian E. Kendrick
          --------------------------        --------------------------
          PRINT NAME:                       PRINT NAME AND TITLE:

          Thomas F. Gilman                  Brian E. Kendrick
                                            President & Chief Executive Officer