Exhibit
10.24


 


FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT


 


                This
first amendment to the Employment Agreement (as defined below), dated as of
February 26, 2004 (this “Amendment”) is made between Asbury Automotive Group,
Inc., a Delaware corporation (the “Company”), and Kenneth Gilman.


 


RECITALS


 


                WHEREAS,
Asbury Automotive Group, L.L.C. and Kenneth Gilman entered into the Employment
Agreement, dated as of December 3, 2001 (the “Employment Agreement”);


 


WHEREAS, on March 19, 2002,
Asbury Automotive Group, Inc. became the successor in interest of Asbury
Automotive Group, L.L.C.; and


 


                WHEREAS,
the Company and Kenneth Gilman wish to amend the definition of “Fair Market
Value” set forth in Section 9(c) of the Employment Agreement in order to
simplify the calculation.


 


                NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Section 9(c) of the
Employment Agreement is hereby amended to read in its entirety as follows:


 


“If Executive is employed by
the Company on the second anniversary of the IPO, Executive shall receive
additional options (the “Additional Options”) to purchase the number of shares
of Common Stock equal to the lesser of (i) 0.5% of the number of shares of
Common Stock outstanding on such date or (ii) $5,000,000 divided by the Fair
Market Value (defined below) of a share of common stock on such date.  The strike price of the Additional Options
shall be the Fair Market Value of a share of Common Stock.  For purposes of this Section 9(c), “Fair
Market Value” of a share of Common Stock means the greater of (x) the average
of the high and low trading prices for a share of Common Stock for each of the
five trading days prior to the date of grant of the Additional Options or (y)
the average of the high and low trading prices for a share of Common Stock on
the date of grant of the Additional Options.”


 


2.                                       Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Employment Agreement.


 


3.                                       Except as specifically
amended hereby, the other terms and conditions of the Employment Agreement
shall remain in full force and effect.


 


4.                                       This Amendment may be
executed in one or more counterparts, all of which shall be considered one and the
same agreement.


 

















 


5.                                       This Amendment shall be
deemed to be made in, and in all respects shall be interpreted, construed and
governed by and in accordance with, the laws of the State of New York, without
regard to the conflicts of law principles of such State.


 


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first written above.


 


	
   

  	
  ASBURY
  AUTOMOTIVE GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ian Snow

  
	
   

  	
  Name:

  	
  /s/
  Ian Snow

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Kenneth B. Gilman

  
	
   

  	
   

  	
  Kenneth
  B. Gilman