Exhibit
10.25


 


12/22/03 Revisions


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT,
dated as of September 1, 2003 (this “Agreement”), between ASBURY
AUTOMOTIVE TAMPA, L.P., a Delaware limited partnership (the “Company”),
and Jeffrey I. Wooley (“Executive”).


W  I  T  N  E  S
S  E  T  H :


WHEREAS, the Company owns
and operates certain retail motor vehicle dealerships located in the State of
Florida (the “Business”), and is a wholly-owned subsidiary of Asbury
Automotive Group, Inc., a publicly-held Delaware corporation that owns retail
motor vehicle dealership groups throughout the United States (“Asbury”);


WHEREAS, the Company
desires to employ Executive and Executive desires to be employed by the
Company, all upon the terms and conditions set forth more fully herein.


NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements contained
herein and for other good and valuable consideration, the Company and Executive
hereby agree as follows:


1.             Agreement
to Employ.  Upon the terms and
subject to the conditions of this Agreement, the Company hereby employs
Executive and Executive hereby accepts employment by the Company.


2.             Term;
Position and Responsibilities.


(a)           Term of Employment.  The employment of Executive pursuant hereto
shall commence on the date of this Agreement (the “Effective Date”), and
shall remain in effect for an initial term expiring on the third anniversary of
the Effective Date (the “Term”) unless sooner terminated pursuant to the
provisions of Section 6.


(b)           Position and Responsibilities of
Executive.  During the Term,
Executive will be employed as the President and Chief Executive Officer of the
Company, and, in addition, in such other executive capacity or capacities for
the Company or any of its affiliates as may be determined from time to time by
or under the authority of the Board of Directors of Asbury (the “Board”),
or the President and Chief Executive Officer of Asbury (the “Asbury CEO”).
Executive shall be responsible for conducting the day to day operational and
management activities of the Company. 
Executive shall have the power and authority to take (or authorize other
officers, employees or agents of the Company to take) all actions on behalf of
the Company (without the need for the consent or approval of any partner of the
Company or any other person) that are within the ordinary course of business of
the Company, consistent with past custom and practice, unless the Board or
Asbury CEO shall have previously restricted (specifically or generally) such
power and authority of the President and Chief Executive Officer of the
Company.  In addition, but without
limiting the generality of the foregoing, Executive shall perform such duties
and exercise such powers as are incident to the office of the President and
Chief Executive Officer of a corporation organized under the laws of the State
of Delaware.  


 

















 


Notwithstanding the foregoing, the terms of
Executive’s employment will not require him to spend any period of time in
excess of three days away from the businesses operated or owned by the Company
other than in connection with incidental or routine trips.  Executive shall report to the Asbury CEO,
and shall undertake and discharge all assignments and responsibilities within
his capabilities that are assigned to him by the Asbury CEO or Board.  Executive will devote all of his skill,
knowledge and full working time (reasonable vacation time and absence for
sickness or similar disability excepted) solely and exclusively to the
conscientious performance of such duties. 
Executive hereby represents that his employment hereunder and compliance
by him with the terms and conditions of this Agreement will not conflict with
or result in the breach of any agreement to which he is a party or by which he
may be bound.


3.             Compensation.  As full compensation for all services to be
rendered by Executive in the capacities referred to in the Agreement, the
Company shall pay to Executive during the Term the salary and bonuses provided
in this Section 3.


(a)           Base Salary.  Executive shall receive an annual base
salary of $425,000, payable in arrears in equal monthly installments.


(b)           Incentive Compensation.  Executive shall be entitled to participate
in an annual incentive compensation program established by Asbury for selected
Asbury platform chief executive officers (the “Incentive Compensation
Program”).  Executive acknowledges and
agrees that the Incentive Compensation Program may be amended from time to time
by Asbury, in its sole discretion, so long as the amendments similarly affect
all other Asbury platform chief executive officers who are participants in the
Incentive Compensation Program.


4.             Benefits
and Perquisites.  During the Term:


(a)           General.  The Company will provide life insurance,
medical insurance, disability insurance and other benefits comparable to those
provided to the Company’s other senior executive officers and permitted under
applicable law;


(b)           Vacation.  Executive shall be entitled to such vacation
as is consistent with his responsibility for the operation and management of the
Company and consistent with prior practices;


(c)           Certain Club Dues.  The Company shall reimburse Executive for
annual dues, not to exceed $20,000 for membership in two country clubs selected
by Executive;


(d)           Automobile.  The Executive (and his family) shall be
entitled to the use of four demonstrator automobiles selected from the
inventory of the Business; and


(e)           Smoking Policy.  The office area of Executive shall not be
designated a non-smoking area, except to the extent required by applicable law;
provided that the Company shall not be required to make any structural
or other changes to such office area or provide the Executive with any special
equipment in order to comply with applicable law.


 


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(f)            Dress Code.  Executive shall not be subject to any
specific dress code requirements imposed by the Company or Asbury, except that
the Executive shall dress in a manner reasonably presentable in the business
community.


5.             Expenses.  The Company shall reimburse Executive for
reasonable travel (including, without limitation, travel to “20 Group” meetings
and dealer meetings), lodging and meal expenses incurred by him in connection
with his performance of services hereunder upon submission of evidence, satisfactory
to the Asbury CEO, of the incurrence and purpose of each such expense.


6.             Termination
of Employment.


(a)           Termination Due to Death or
Disability.  Executive’s employment
shall automatically terminate upon his death or the Asbury CEO’s or Board’s
determination of his Disability.  The
term “Disability” shall mean a physical or mental disability or
infirmity that prevents the performance by Executive of his duties hereunder
lasting (or likely to last, based on competent medical evidence presented to
the Board) for a continuous period of six months or longer.  The reasoned and good faith judgment of the
Asbury CEO or Board as to Disability shall be final and shall be based on such
competent medical evidence as shall be presented to it by Executive or by any
physician or group of physicians or other competent medical experts employed by
Executive or the Company to advise the Asbury CEO or Board.


(b)           Termination by the Board for Cause.  Executive’s employment with the Company may
be terminated for “Cause” by the Asbury CEO or Board.  “Cause” shall mean (i) the negligent or willful failure by
Executive to substantially perform his duties or to comply with any written
directives (made in good faith and consistent with applicable law) of the
Asbury CEO or Board and continuance of such failure for more than 20 days after
the Company notifies Executive in writing thereof, (ii) Executive’s
engaging in serious misconduct (including, without limitation, any criminal,
fraudulent or dishonest conduct) that is injurious to the Company or any of its
affiliates or subsidiaries, (iii) Executive’s conviction of, or entering
a plea of nolo  contendere to, any crime that constitutes a felony
or involves moral turpitude, or (iv) the breach by Executive of any
written covenant or agreement with the Company or any of its affiliates not to
disclose any information pertaining to the Company or any of its affiliates or
not to compete or interfere with the Company or any of its affiliates,
including without limitation the covenants set forth in Sections 7, 8 and 10.


(c)           Termination Without Cause.  Executive’s employment with the Company may
be terminated “Without Cause” by the Asbury CEO or Board.  A termination “Without Cause” shall
mean a termination of employment by the Asbury CEO or Board other than due to
death or Disability as described in Section 6(a) or Cause as defined in Section
6(b).


(d)           Termination by Executive.  Executive may terminate his employment for
“Good Reason”.  “Good Reason”
shall mean a termination of employment by Executive within 30 days following (i)
any material diminution by the Board in Executive’s duties or job title, except
in connection with termination of Executive’s employment for Cause


 


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as provided in Section 6(b) or death or Disability as
provided in Section 6(a), (ii) the reduction by the Company of its
capitalization to the extent that Executive is no longer able to properly
perform his duties hereunder (which, at a minimum, shall mean capitalization
necessary to maintain all minimum working capital requirements imposed by
manufacturers supplying products for the Business), and (iii) the
failure of the Company timely to pay Executive’s salary, bonus or benefits, provided
in the case of each of the preceding clauses (i), (ii) or (iii), that (A)
Executive shall have given the Company written notice of the circumstances
constituting Good Reason and the Company shall have failed to cure such
circumstances within 20 days, and (B) Executive shall not have caused
the occurrence constituting Good Reason through the exercise of his authority
as an officer of the Company.


(e)           Notice and Effect of Termination;
Date of Termination.  Any
termination of Executive’s employment by the Board pursuant to Section 6(a) (in
the case of Disability), 6(b) or 6(c), or by Executive pursuant to Section
6(d), shall be communicated by a written “Notice of Termination” addressed to
Executive or the Company, as appropriate. 
A “Notice of Termination” shall mean a notice stating that Executive’s
employment hereunder has been or will be terminated, as the case may be, on the
Date of Termination (as defined hereafter) indicating the specific termination
provisions in this Agreement relied upon and setting forth in reasonable detail
the facts and circumstances claimed to provide a basis for such termination of
employment.  The term “Date of
Termination” shall mean (i) if Executive’s employment is terminated
by his death, the date of his death, (ii) if Executive’s employment is
terminated by the Asbury CEO or Board for Cause, the date on which Notice of
Termination is given, and (iii) if Executive’s employment is terminated
by the Asbury CEO or the Board Without Cause, due to Executive’s Disability or
by Executive for Good Reason, 30 days after the date on which Notice of
Termination is given or, if no such Notice is given, 30 days after the date of
termination of employment.


(f)            Payments Upon Certain
Terminations.


(i)            Termination Without Cause or for
Good Reason.


 


(A)          In the event of a termination of
Executive’s employment with the Company by the Asbury CEO or Board Without
Cause or a termination by Executive of his employment with the Company for Good
Reason, in either case, prior to the last day of the Term, the Company shall
pay to Executive his base salary at the annual base rate in effect immediately
prior to the Date of Termination during the Severance Period (as defined
below), plus any performance-based cash bonus for the portion of the
calendar year preceding Executive’s Date of Termination as the Board in its
sole discretion determines to have been earned by Executive, provided
that the Company may, at any time, pay to Executive in a single lump sum an
amount equal to the Board’s good faith determination of the present values of
the installments of the base salary remaining to be paid to Executive, as of
the date of such lump sum payment, calculated using a discount rate equal to
the then prevailing interest rate payable on senior


 


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indebtedness of an issuer
rated “B” by Moody’s Investors Service or Standard & Poor’s (or the
then-equivalent rating) having a term as close as practicable to the length of
the Severance Period (collectively, the “Severance Payment”).  “Severance Period” means a period
beginning on the Date of Termination and continuing for a period equal to the
greater of (x) the number of days between the Date of Termination and the end
of the Term, or (y) one (1) year; provided, however, in the event
the Date of Termination occurs within one (1) year after a Change in Control
(as defined below) the Severance Period shall be the period beginning on the
Date of Termination and continuing for a period equal to the greater of (a) the
number of days between the Date of Termination and the end of the Term, or (b)
two (2) years.  “Change in Control”
means an event or series of events by which:


(i)            during any period of 24 consecutive
calendar months, individuals:


(a)           who were directors of Asbury on the
first day of such period, or


(b)           whose election or nomination for
election to the Board was recommended or approved by at least a majority of the
directors then still in office who were directors of Asbury on the first day of
such period, or whose election or nomination for election was so approved,


 


shall cease to constitute a majority of the Board;


(ii)           the consummation of a merger,
consolidation, statutory share exchange or similar form of corporate
transaction involving Asbury or any of its subsidiaries (a “Reorganization”)
or sale or other disposition of all or substantially all of the assets of
Asbury to an entity that is not an affiliate of Asbury (a “Sale”), that
in each case requires the approval of Asbury’s stockholders under the law of
Asbury’s jurisdiction of organization, whether for such Reorganization or Sale
(or the issuance of securities of Asbury in such Reorganization or Sale),
unless immediately following such Reorganization or Sale more than 50% of the
total voting power (in respect of the election of directors, or similar
officials in the case of an entity other than a corporation) of (a) the entity
resulting from such Reorganization, or the entity which has acquired all or
substantially all of the assets of Asbury (the “Surviving Entity”), or
(b) if applicable, the ultimate parent entity that directly or indirectly has
beneficial ownership of more than 50% of the total voting power (in respect of
the election of directors, or similar officials in the case of an entity other
than a corporation) of the Surviving Entity (the “Parent Entity”), is
represented by Asbury’s outstanding securities eligible to vote for the
election of the Board


 


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(the “Company Voting
Securities”) that were outstanding immediately prior to such Reorganization
of Sale (or, if applicable, is represented by shares into which such Company
Voting Securities were converted pursuant to such Reorganization or Sale), and
such voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Reorganization or Sale;


(iii)          the stockholders of Asbury approve a
plan of compete liquidation or dissolution of Asbury or a sale of all or
substantially all of Asbury’s assets; or


(iv)          any “person” (as such term is defined
in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (or any successor section thereto)), corporation or other entity
(other than (a) Asbury, (b) any trustee or other fiduciary holding securities
under an employee benefit plan of Asbury or an affiliate of Asbury, (c) any
company owned, directly or indirectly, by the stockholders of Asbury in
substantially the same proportions as their ownership of Shares (as defined
hereafter) or (d) any entity or individual affiliated with (i) Ripplewood
Holdings, L.L.C. or (ii) Freeman Spogli & Co. Incorporated, or their
affiliates), becomes the “beneficial owner” (as such term is defined in Rule
13d-3 under the Exchange Act (or any successor rule thereto)), directly or
indirectly, of securities of Asbury representing 30% or more of the combined
voting power of Asbury’s then-outstanding securities.


“Shares” means the
shares of common stock of Asbury, $0.01 par value, or such other securities of
Asbury into which such shares of common stock shall be changed by reason of a
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or other similar transaction.


(B)           In addition, during the Severance
Period, Executive will continue to receive the benefits to which he was
entitled pursuant to Section 4(a) as of the Date of Termination, and Executive
will be entitled to any vested benefits under any employee benefit plans.  If for any reason at any time the Company is
unable to treat Executive as being or having been an employee of the Company
under any benefits plan in which he is entitled to participate and as a result
thereof Executive receives reduced benefits under such plan during the
Severance Period, the Company shall provide Executive with such benefits by
direct payment or at the Company’s option by making available equivalent
benefits from other sources.  During the
Severance Period, Executive shall not be entitled to receive incentive
compensation and shall not be entitled to participate in any of the Company’s
employee benefit plans that are introduced after the


 


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Date of Termination,
except that an appropriate adjustment shall be made if such new employee
benefit plan is a replacement for or amendment to an employee benefit plan in
effect as of the Date of Termination in which Employee is a participant.


(C)           As a condition to the receipt of the
Severance Payment and to the receipt of the benefits provided in Section
6(f)(i)(B), Executive agrees to execute a general release in the form attached
hereto as Exhibit A titled “General Release”.


(ii)           Termination Upon Death or
Disability.  If Executive’s
employment shall terminate upon his death or Disability, Executive shall be
paid his full base salary through the Date of Termination at the annual base
rate in effect immediately prior to the Date of Termination and in the event of
termination due to Executive’s Disability, the provisions of Section 6(f)(i)(B)
shall apply to Executive as if Section 6(f)(i)(A) were otherwise
applicable.  If Executive’s employment
shall terminate upon his death or Disability, Executive shall not be paid any
performance-based cash bonus for the portion of the calendar year preceding
Executive’s Date of Termination.


(iii)          Termination for Cause or Voluntary
Termination by Executive.  If the
Asbury CEO or Board shall terminate Executive’s employment for Cause or if
Executive shall voluntarily terminate his employment with the Company for other
than Good Reason, he shall be paid only his full base salary through the Date
of Termination at the annual base rate in effect immediately prior to the Date
of Termination and Executive shall not be paid any incentive compensation cash
bonus for the portion of the calendar year preceding Executive’s Date of
Termination, nor shall he receive any other compensation or benefits beyond the
Date of Termination.


(g)           Limitation.  Anything in this Agreement to the contrary
notwithstanding, Executive’s entitlement to or payments under Section 6(f) or
under any other plan or agreement shall be limited to the extent necessary so
that no payment to be made to Executive 
on account of termination of his employment with the Company will be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the “Code”), as then in effect, but only if, by
reason of such limitation, Executive’s net after tax benefit shall exceed the
net after tax benefit if such reduction were not made.  “Net after tax benefit” shall mean (i)
the sum of all payments and benefits that Executive is then entitled to receive
under Section 6(f) or under any other plan or agreement that would constitute a
“parachute payment” within the meaning of Section 280G of the Code, less (ii)
the amount of federal income tax payable with respect to the payments and
benefits described in clause (i) above calculated at the maximum marginal
income tax rate for each year in which such payments and benefits shall be paid
to Executive (based upon the rate in effect for such year as set forth in the
Code at the time of the first payment of the foregoing), less (iii) the
amount of excise tax imposed with respect to the payments and benefits
described in clause (i) above by Section 4999 of the Code.  Any limitation under this Section 6(g) of
Executive’s entitlement to payments shall be made in the manner and in the
order directed by Executive.


 


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7.             Covenant
Not to Compete; Non-Solicitation of Employees.


(a)           So long as Executive’s employment
hereunder shall continue, or as otherwise expressly consented to, approved or
permitted by the Asbury CEO or Board in writing, and to the fullest extent
permitted under applicable law, Executive shall not:


(i)            directly or indirectly engage, or
have any ownership interest (other than an interest in the Company) in any
firm, corporation, company, proprietorship or other business entity that
engages (directly or indirectly) in the activities now engaged in by the
Company, Asbury or any affiliate of the Company or Asbury in any jurisdiction
in which such activities are now conducted (including, without limitation, the
states of Florida and Georgia); or


(ii)           directly or indirectly, for his own
account or the account of any other person or entity with which he shall become
associated in any capacity or in which he shall have any ownership interest,
(A) solicit for employment or employ 
any person who, at any time during the preceding 12 months, is or was
employed by or otherwise engaged to perform services for the Company, Asbury or
any of their affiliates, regardless of whether such employment or engagement is
direct or through an entity with which such person is employed or associated,
or otherwise intentionally interfere with the relationship of the Company,
Asbury or any of their affiliates with any person or entity who or which is at
the time employed by or otherwise engaged to perform services for the Company,
Asbury or any such affiliate, or (B) induce any employee of the Company, Asbury
or any of their affiliates to engage in any activity which Executive is
prohibited from engaging in under Sections 7, 8 and 10 or to terminate his or
her employment with the Company, Asbury or such affiliate.


(b)           If the employment of Executive
hereunder is terminated, the following provisions shall apply:


(i)            In the event of a termination of
Executive’s employment with the Company by the Asbury CEO or Board Without
Cause or a termination by Executive of his employment with the Company for Good
Reason, the provisions of Section 7(a) shall continue in effect for the term of
the Severance Period (as defined in Section 6(f)(i)(A)); provided, however, to
the extent the Severance Period is calculated to be in excess of one year from
the end of the Term (the “Optional Severance Period”), Executive may
elect to forego that portion of the Severance Payment to which he is entitled
as it relates to the Optional Severance Period, and such election shall
automatically serve to restrict the application of the provisions of Section
7(a) to that period of time ending one (1) year from the end of the Term.


(ii)           If the Asbury CEO or Board shall
terminate Executive’s employment for Cause or if Executive shall voluntarily
terminate his employment with the Company for other than Good Reason, in either
case, prior to the last day of the Term, then the provisions of Section 7(a)
shall continue to apply for a period of one (1) year from the Date of
Termination.


 


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(iii)          In the event this Agreement expires at
the end of the Term and Executive’s employment with the Company has not been
previously terminated, the provisions of Section 7(a) shall continue in effect
for one (1) year after the end of the Term so long as the Company pays
Executive the Severance Payment during such one (1) year period.  In the event the Company elects not to or
fails to pay Executive the Severance Payment for such one (1) year period the
provision of Section 7(a) hereof shall be of no force or effect.


(iv)          During any period described under this
Section 7(b) which operates to continue the application of Section 7(a),
Executive shall disclose in writing to the Company the name, address and type
of business conducted by any proposed new employer of Executive within ten
business days of commencing employment with the new employer.


8.             Unauthorized
Disclosure.


(a)           During and after the Term, without
the written consent of the Asbury CEO or Board, (i) Executive shall not
disclose to any person (other than an employee or director of the Company,
Asbury or their affiliates, or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by Executive of his
duties under this Agreement) or use to compete with the Company, Asbury or any
of their affiliates any confidential or proprietary information, knowledge or
data that is not theretofore publicly known and in the public domain obtained
by him while in the employ of the Company with respect to the Company, Asbury
or any of their affiliates or with respect to any products, improvements,
customers, methods of distribution, sales, prices, profits, costs, contracts
(including, without limitation the terms and provisions of this Agreement),
suppliers, business prospects, business methods, techniques, research, trade
secrets or know-how of the Company, Asbury or any of their affiliates
(collectively, “Proprietary Information”), and (ii) Executive
shall use best efforts to keep confidential any such Proprietary Information
and to refrain from making any such disclosure, in each case except as may be
required by law or as may be required in connection with any judicial or
administrative proceedings or inquiry.


9.             [INTENTIONALLY
OMITTED]


10.           Return
of Documents.  In the event of the
termination of Executive’s employment for any reason, Executive will deliver to
the Company all documents and data of any nature pertaining to his work with
the Company and its affiliates, and he will not take with him any documents or
data of any description or any reproduction thereof, or any documents
containing or pertaining to any Proprietary Information.


11.           Injunctive
Relief with Respect to Covenants. 
Executive acknowledges and agrees that the covenants and obligations of
Executive with respect to non-competition, non-disclosure, non-solicitation,
confidentiality and the property of the Company and its affiliates relate to
special, unique and extraordinary matters and that, notwithstanding any other
provision of this Agreement to the contrary, a violation of any of the terms of
such covenants and obligations will cause the Company and its affiliates
irreparable injury for which adequate remedies are not available at law.  Therefore, Executive expressly agrees that
the Company, Asbury and their


 


9

















 


affiliates
(which shall be express third-party beneficiaries of such covenants and
obligations) shall be entitled to an injunction (whether temporary or
permanent), restraining order or such other equitable relief (including the
requirement to post bond) as a court of competent jurisdiction may deem
necessary or appropriate to restrain Executive from committing any violation of
the covenants and obligations contained in Sections 7, 8 and 10.  These injunctive remedies are cumulative and
in addition to any other rights and remedies the Company, Asbury or any such
affiliate may have at law or in equity. 
Further, Executive represents that his experience and capabilities are
such that the provisions of Sections 7, 8 and 10 will not prevent him from
earning his livelihood.  If a judicial
determination is made that any of the provisions of Sections 7, 8 or 10
constitute an unreasonable or otherwise unenforceable restriction against
Executive, the provisions of such section shall be rendered void only to the
extent that such judicial determination finds such provisions to be
unreasonable or otherwise unenforceable. 
Moreover, notwithstanding the fact that any provision of such sections
is determined not to be specifically enforceable, the Company shall
nevertheless be entitled to recover monetary damages as a result of Executive’s
breach of such provision.


12.           Assumption
of Agreement.  The Company will
require any successor (by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company, by agreement
in form and substance reasonably satisfactory to Executive, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Executive to compensation from the Company in the same amount and
on the same terms as Executive would be entitled hereunder if the Company
terminated his employment Without Cause as contemplated by Section 6, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.  As used in this Agreement, “Company”
shall mean the Company as herein before defined and any successor to its
business and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 12 or which otherwise becomes bound by all the
terms and provisions of this Agreement by operation of law.


13.           Entire
Agreement.  Except as otherwise
expressly provided herein, this Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and all
promises, representations, understandings, arrangements and prior agreements
relating to such subject matter (including those made to or with Executive by
any other person or entity) are merged herein and superseded hereby.


14.           Indemnification.  The Company agrees that it shall indemnify
and hold harmless Executive to the fullest extent permitted by the applicable
law and the certificate of formation and Limited Partnership Agreement of the
Company from and against any and all liabilities, costs, claims and expenses
including, without limitation, all costs and expenses incurred in defense of
litigation, including attorneys’ fees, arising out of the employment of
Executive hereunder, except to the extent arising out of or based upon the
gross negligence or willful misconduct of Executive.


15.           Miscellaneous.


 


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(a)           Binding Effect.  This Agreement shall be binding on and inure
to the benefit of the Company and its successors and permitted assigns.  This Agreement shall also be binding on and
inure to the benefit of Executive and his heirs, executors, administrators and
legal representatives.  If Executive’s
employment is terminated by reason of his death, all amounts payable by the
Company pursuant to Section 6(f)(ii) (or if Executive shall die after his
employment has terminated, any remaining amount of salary and incentive
compensation payable by the Company pursuant to Section 6(f)(i)) shall be paid
in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee or, if there be no such designee, to his estate.


(b)           Dispute Resolution.  The parties agree that they shall attempt,
in good faith, to resolve any dispute under this Agreement by mediation in
accordance with the Employment Mediation Rules of the American Arbitration
Association (“AAA”), to be conducted in Tampa, Florida, and if such
dispute cannot be resolved within thirty (30) days of either party’s written
request to the AAA for mediation, then such dispute shall be resolved by
arbitration, with such arbitration process to include the following:


(i)            The party invoking arbitration under
this Agreement shall notify the other party in writing;


(ii)           The arbitration shall be conducted in
Tampa, Florida by a single arbitrator in accordance with the National Rules for
the Resolution of Employment Disputes (the “Rules”) of the AAA;


(iii)          The arbitration, including the
arbitrator’s decision, shall be completed within one hundred twenty days of
receipt of notice by the party other than the party initiating arbitration
under this section;


(iv)          The arbitrator shall have no authority
to assess punitive or exemplary damages as to any dispute (i) arising out of or
concerning the provisions of this Agreement or (ii) otherwise arising out of
the employment relationship, except as and unless such damages are expressly
authorized by otherwise applicable and controlling statutes;


(v)           The arbitrator’s decision shall be
final and binding and enforceable in any court of competent jurisdiction; and


(vi)          Notwithstanding anything to the
contrary in this Agreement, the provisions of this Section 15(b) shall not
apply to any claim commenced by the Company for injunctive relief under this
Agreement.


(c)           Governing Law; Construction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without reference
to principles of conflict of laws thereunder. 
No provision of this Agreement or any related document shall be
construed against or interpreted to the disadvantage of any party hereto by any
arbitration body, court or governmental body by reason of such party having or
being deemed to have structured or drafted such provision.


 


11

















 


(d)           Taxes.  The Company may withhold from any payments
made under this Agreement all federal, state, city or other applicable taxes as
shall be required pursuant to any law, governmental regulation or ruling.


(e)           Amendments.  No provisions of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
approved by the Asbury CEO, Board or a person authorized thereby and is agreed to
in writing by Executive and the Asbury CEO or such officer of the Company as
may be specifically designated by the Board. 
No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No waiver of any
provision of this Agreement shall be implied from any course of dealing between
or among the parties hereto or from any failure by any party hereto to assert
its rights hereunder on any occasion or series of occasions.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.


(f)            Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


(g)           Notices.  Any notice or other communication required
or permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by nationally recognized overnight
courier service or by certified or registered mail, first-class postage prepaid
and return receipt requested, (iii) deemed to have been received on the
date of delivery or on the third business day after the mailing thereof, and (iv)
addressed as follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):


 


	
  (A)

  	
  if to the Company, to
  it:

  	
  c/o Asbury Automotive
  Group, Inc.

  
	
   

  	
   

  	
  3 Landmark Square,
  Suite 500

  
	
   

  	
   

  	
  Stamford, CT 06901

  
	
   

  	
   

  	
  Attention:  President and CEO

  
	
   

  	
   

  	
  Telefax:  (203) 356-4450

  



 


 


(B)           if to Executive, to him at the
address listed on the signature page hereof.


(h)           Survival.  Sections 7, 8, 10, 11, 12, 13, 14 and 15,
and if Executive’s employment terminates in a manner giving rise to a payment
under Section 6(f), Section 6(f) and 6(g) shall survive the termination of this
Agreement and the termination of the employment of Executive.


(i)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


12

















 


(j)            Headings.  The section and other headings contained in
this Agreement are for the convenience of the parties only and are not intended
to be a part hereof or to affect the meaning or interpretation hereof.


(k)           Executive’s Recusal.  Executive shall recuse himself from all
deliberations of the Board regarding this Agreement, Executive’s employment by
the Company or related matters.


 


 


 


 


[Signature Page Follows]


 


13

















 


IN WITNESS WHEREOF, the Company has duly executed this
Agreement by its authorized representative and Executive has hereunto set his
hand, in each case effective as of the date first above written.


 


	
   

  	
   

  	
  ASBURY AUTOMOTIVE
  TAMPA, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ASBURY AUTOMOTIVE TAMPA
  GP L.L.C., as General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
  Executive:

  
	
   

  	
   

  	
   

  
	
  /s/ Audrey R. Pearson

  	
   

  	
  /s/ Jeffrey I. Wooley

  
	
  Print
  Name:  Audrey R. Pearson

  	
   

  	
  Jeffrey I. Wooley

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  10000 Lindelaan Drive

  
	
   

  	
   

  	
   

  	
  Tampa, Florida 33618

  
	
   

  	
   

  	
  Fax: 813-261-4188

  
	
   

  	
   

  	
  Tel: 813-933-7870

  
								



 


 


14

















 


EXHIBIT A


 


GENERAL RELEASE


                In
consideration of the payments and other benefits set forth in Section 6(f)(i)
of the Employment Agreement dated as of September 1, 2003 (the “Employment
Agreement”), to which this form is attached, I, JEFFREY I. WOOLEY, hereby
furnish Asbury Automotive Tampa, L.P., a Delaware limited partnership (the
“Company”), with the following waiver and release.


                I
hereby waive, release, and discharge the Company, and each of its predecessors,
successors, affiliates, employees, officers, directors, shareholders,
assignees, agents, and attorneys (collectively “Releasees”), both in their
capacities on behalf of the Company and in their individual capacities, from
any and all claims, liabilities, demands, and causes of action, known or
unknown, fixed or contingent, in connection with my employment with the Company
or the termination of that employment (“Claims”), including but not limited to:


i.              Claims arising under any federal,
state, or local laws including, without limitation, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Civil Rights Act of 1991, the Fair Labor Standards
Act, and the Family and Medical Leave Act;


ii.             Claims for breach of contract, express
or implied, including any Claims for breach of any implied covenant of good
faith and fair dealing;


iii.            any tort Claims, including, without
limitation, any Claims for personal injury, harm or damages, whether the result
of intentional, unintentional, negligent, reckless, or grossly negligent acts
or omissions;


iv.            any Claims for wrongful discharge or
other Claims arising out of any legal restrictions on the right to terminate
employees;


v.                                      any Claims for unpaid wages, including
vacation pay and other paid time off; or


vi.                                   any Claims for attorneys’ fees or costs.


This General
Release shall not apply to: (i) any obligation to me under the terms of the
Employment Agreement including, without limitation, any of my entitlements or
any of the entitlements of my family or the personal representative of my
domiciliary probate estate under the terms of the Employment Agreement or under
any benefit or retirement plan or program of the Company in which I participate
under the terms of the Employment Agreement; (ii) the indemnification
obligations of the Company set forth in Section 14 of the Employment Agreement;
or (iii) the indemnification obligations of Asbury relating to my service as a
member of the board of directors or officer of Asbury or any of its affiliates.


I understand that
I have been given a period of 21 days from the date my employment with the
Company was terminated in which to review and consider this document, and that
I may use as much or as little of this 21-day period as I desire.  I further understand that I have the right
to discuss all aspects of this document with an attorney of my choosing and
that, although


 


15

















 


whether to consult
with an attorney or not is my decision, the Company encourages me to do
so.  By signing this document, I
acknowledge and agree that I am entering into it knowingly and voluntarily,
that I have used as much, if any, of the 21-day period as I desired, and that I
have exercised the right to consult with an attorney to the full extent I
desired.


I also understand
that I have the right to revoke this General Release within seven (7) days
after signing it by delivering a written notice of revocation to the Company’s
General Counsel.  For such revocation to
be effective, it must be received no later than the close of business on the
seventh day after I sign this document.


Each party to this
General Release acknowledges and agrees that any disputes arising under or in
connection with this General Release shall be resolved by third party mediation
of the dispute and, if such dispute is not resolved within 30 days, by binding
arbitration, to be held in Tampa, Florida in accordance with the rules and
procedures of the American Arbitration Association.  Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.


 


	
  EMPLOYEE:

  	
   

  	
  ASBURY AUTOMOTIVE
  TAMPA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Asbury Automotive
  Tampa GP L.L.C., its General Partner

  
	
   

  	
   

  	
   

  
	
  /s/ Jeffrey I. Wooley

  	
   

  	
  By:

  	
  /s/ Kenneth B. Gilman

  
	
  JEFFREY I. WOOLEY

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  2/3/04

  	
   

  	
  Date:

  	
   

  
							



 


16