Exhibit 10.1



                         ASBURY AUTOMOTIVE GROUP, INC.

                                1999 OPTION PLAN

                As Amended and Restated Effective March 19, 2002



     The purpose of the Asbury Automotive Group, Inc. 1999 Option Plan (the
"Plan") is to provide designated officers and other key employees of Asbury
Automotive Group, Inc., a Delaware corporation (the "Company"), and its
subsidiaries with the opportunity to receive grants of options to purchase
common shares of the Company, $0.01 par value ("Shares"). The Company believes
that the Plan will encourage the participants to contribute materially to the
growth of the Company, attract talented management personnel and align the
economic interests of the participants with those of the owners.

     1. Administration. (a) Committee. The Plan shall be administered and
interpreted by a committee of two or more individuals (the "Committee")
appointed by the Board of Directors of the Company (the "Board"); however, the
Board itself may ratify or approve any grants as the Board deems appropriate.

     (b) Committee Authority. The Committee shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant and (v) deal with any other matters
arising under the Plan.

     (c) Committee Determination. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any grants awarded hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.



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     2. Grants. Awards under the Plan shall consist of grants (each, a "Grant")
of nonqualified options (the "Options"), as described in Section 5. All Grants
shall be subject to the terms and conditions set forth herein and to such other
terms and conditions consistent with this Plan as the Committee deems
appropriate and as are specified in writing by the Committee to the individual
in a grant instrument or an amendment to the grant instrument (the "Grant
Instrument"). The Committee shall approve the form and provisions of each Grant
Instrument. Grants need not be uniform as among the Grantees (as defined below).

     3. Shares Subject to the Plan. (a) Nature of Options Granted. Each Option
granted under the Plan shall provide the Grantee solely the right to acquire
Shares in exchange for a dollar amount (the "Exercise Price") specified in such
Option.

     (b) Sources of Shares Deliverable Under Options. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

     (c) Share Certificates. All certificates for Shares or other securities of
the Company or any Affiliate delivered under the Plan pursuant to any Option or
the exercise thereof 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 Securities and Exchange Commission,
any stock exchange upon which such Shares or other securities are then listed,
and any applicable 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.

     (d) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Option, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.

     4. Eligibility for Participation. (a) Eligible Persons. All officers and
other key employees of the Company and its Subsidiaries ("Employees") shall be
eligible to participate in the Plan. Effective March 19, 2002, no new Grants
will be made under the Plan, and eligible participants in the Plan shall consist
of those persons who hold, as of March 19, 2002, outstanding Options granted
under the Plan.

     (b) Selection of Grantees. The Committee shall select the Employees who
receive Grants under this Plan (the "Grantees").

     5. Granting of Options. (a) Amount of Exercise Price. The Committee shall
determine the Exercise Price with respect to each Option at the time of grant,
which, except as the Committee may otherwise provide, shall not be less than the
Fair Market Value (as defined below) of the Shares in respect of which the
Option is granted. Subject to adjustment as provided in Section 6 of this Plan,
the aggregate number of Shares for which Options may be issued under this Plan
shall not, in the aggregate, exceed 1,072,738 Shares.

     (b) Type of Option. Grants shall be "nonqualified options" that are not
intended to satisfy the provisions of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and shall be made in accordance with the terms
and conditions set forth herein.

     (c) Option Term. The Committee shall determine the term of each Option. The
term of any Option shall not exceed 10 years from the date of Grant.

     (d) Exercisability of Options; Conditions. Options shall become exercisable
in accordance with such terms and conditions, consistent with the Plan, as may


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be determined by the Committee and specified in the Grant Instrument. The
Committee may accelerate the vesting or exercisability of any or all outstanding
Options at any time for any reason. Unless the Committee provides otherwise in
the Grant Instrument, only Options that are vested may be exercised and Options
shall vest, subject to the continuous employment of the Grantee by the Company,
at the rate of 33-1/3% for each year the Grantee is employed by, or rendering
services to, the Company following the date of Grant; provided that, unless the
Committee provides otherwise in the Grant Instrument, no Option shall vest until
the Grantee has been employed by, or rendering services to, the Company for a
period of one year following the date of Grant.

     (e) Termination of Employment, Disability or Death. (i) Except as provided
below or as otherwise provided by the Committee in the Grant Instrument, an
Option may only be exercised while the Grantee is employed by, or providing
services to, the Company as an Employee, consultant or member of the Board.
Unless the Committee provides otherwise in the Grant Instrument, in the event
that a Grantee ceases to be employed by, or provide services to, the Company for
any reason other than resignation (except resignation in connection with
retirement) or termination for Cause (as defined below), any Option which is
otherwise vested and exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed by, or
provide services to, the Company (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of
expiration of the Option term. Except as otherwise provided by the Committee,
any of the Grantee's Options that are not otherwise vested and exercisable as of
the date on which the Grantee ceases to be employed by, or provide services to,
the Company shall terminate as of such date.

     (ii) Except as otherwise provided by the Committee, in the event that the
Grantee ceases to be employed by, or provide services to, the Company on account
of a resignation (except resignation in connection with retirement) or a
termination for Cause by the Company, any Option held by the Grantee (whether or
not then vested and exercisable) shall terminate and be canceled as of the date
the Grantee ceases to be employed by, or provide services to, the Company.
Except as otherwise provided by the Committee, any of the Grantee's Options that
are not otherwise vested and exercisable as of the date on which the Grantee
ceases to be employed by, or provide services to, the Company shall terminate as
of such date.

     (iii) For purposes of Section 5(d), Section 5(e) and Section 7:

          (A) The term "Company" shall mean the Company and its Affiliates.

          (B) "Employed by, or provide services to, the Company" shall mean
     employment or service as an employee, consultant or Board member (so that,
     for purposes of exercising Options, a Grantee shall not be considered to
     have terminated employment or service until the Grantee ceases to be an
     employee, consultant or Board member), unless the Committee determines
     otherwise.

          (C) "Cause" shall mean, except to the extent specified otherwise by
     the Committee in the Grant Instrument, a finding by the Committee that the
     Grantee (i) has breached his or her employment or service contract with the
     Company, (ii) has engaged in disloyalty to the Company, including, without
     limitation, fraud, embezzlement, theft, commission of a felony or proven
     dishonesty in the course of his or her employment or service, (iii) has
     disclosed trade secrets or confidential information of the Company to
     persons not entitled to receive such information or (iv) has engaged in
     such other behavior detrimental to the interests of the Company as the
     Committee determines.

     (f) Exercise of Options. Except as otherwise provided by the Committee in
the Grant Instrument, a Grantee may exercise an Option that has become vested
and exercisable, in whole or in part, by delivering a notice of exercise to the


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Company with payment of the Exercise Price (plus the amount of any withholding
tax due at the time of exercise after the application of Section 7 hereof) and
taking such other action as the Committee may request or approve.

     (g) Payment. (i) No Shares shall be delivered pursuant to any exercise of
an Option until payment in full of the aggregate exercise price therefor is
received by the Company. Such payment may be made in cash, or its equivalent, or
(A) by exchanging Shares owned by the Grantee (which are not the subject of any
pledge or other security interest and which have been owned by such Grantee for
at least six (6) months), or (B) if there shall be a public market for the
Shares at such time, subject to such rules as may be established by the
Committee, through delivery of irrevocable instructions to a broker to sell the
Shares otherwise deliverable upon the exercise of the Option and to deliver
promptly to the Company an amount equal to the aggregate exercise price, or by a
combination of the foregoing; provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any such Shares so tendered to the
Company as of the date of such tender is at least equal to such aggregate
exercise price.

     (ii) Wherever in this Plan or any Grant Instrument a Grantee is permitted
to pay the exercise price of an Option or taxes relating to the exercise of an
Option by delivering Shares, the Grantee may, subject to procedures satisfactory
to the Committee, satisfy such delivery requirement by presenting proof of
beneficial ownership of such Shares, in which case the Company shall treat the
Option as exercised without further payment and shall withhold such number of
Shares from the Shares acquired by the exercise of the Option.

     (h) Adjustments Upon Conversion. As of March 19, 2002, no new Grants shall
be made under the Plan. The terms of Options granted under the Plan and
outstanding on March 19, 2002, shall continue, with adjustments being made to
such Options as appropriate as a result of the conversion of membership
interests in Asbury Automotive Group, L.L.C. into Shares in connection with the
Company's initial public offering.

     6. Adjustments. (a) In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee in its discretion to be
appropriate or desirable in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable or desirable,
adjust any or all of (i) the number of Shares or other securities of the Company
(or number and kind of other securities or property) with respect to which
Options may be granted, including the maximum number of Shares or other
securities of the Company (or number and kind of other securities or property)
with respect to which Options may be granted to any Grantee in any fiscal year
of the Company; (ii) the number of Shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Options
and (iii) the exercise price with respect to any Option or, if deemed
appropriate or desirable, make provision for a cash payment to the holder of an
outstanding Option in consideration for the cancellation of such Option in an
amount equal to the excess, if any, of the Fair Market Value of the Shares
subject to the Options over the aggregate exercise price of such Option.

     (b) Amendments to Options. The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Option theretofore granted, prospectively or retroactively; provided that
any such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would impair the rights of any Grantee or any holder or
beneficiary of any Option theretofore granted shall not to that extent be
effective without the consent of the affected Grantee holder or beneficiary.



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     (c) Adjustment of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 6(a) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.

     7. Withholding of Taxes. Each Grant (and each issuance of Shares pursuant
to the exercise of any Option) shall be subject to applicable federal (including
FICA), state and local tax withholding requirements. The Company shall have the
right to deduct from other wages paid to the Grantee any federal, state or local
taxes required by law to be withheld with respect to such Grants, or the
exercise thereof, or require that the Grantee or other person receiving or
exercising Grants pay to the Company the amount of any federal, state or local
taxes that the Company is required to withhold with respect to such Grants or
exercise and the Company may defer issuance of Shares until such requirements
are satisfied.

     8. Nontransferability of Grants. (a) Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution. When a Grantee dies, the personal representative or other
person entitled to succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights. A Successor Grantee must furnish proof satisfactory to
the Company of his or her right to receive the Grant under the Grantee's will or
under the applicable laws of descent and distribution.

     (b) If any transfer of all or any portion of an Option or of any beneficial
interest therein, upon default, foreclosure, forfeit, bankruptcy (voluntary or
involuntary), court order, levy of attachment, execution or otherwise than
voluntarily (an "Involuntary Transfer") or a transfer in violation of this Plan
or the applicable Grant Instrument has occurred and not been cured within 30
days after written notice has been given to the person transferring such Option
(the "Transferor") or to the person to whom or to which such Option is
transferred (the "Transferee"), the Company shall have the right to terminate
such Option without consideration.

     9. Requirements for Issuance of Shares. The Committee may refuse to issue
or transfer any Shares or other consideration under an Option if, acting in its
sole discretion, it determines that the issuance or transfer of such Shares or
such other consideration might violate any applicable law or regulation or
entitle the Company to recover the same under Section 16(b) of the Securities
Exchange Act of 1934, as amended, and any payment tendered to the Company by a
Grantee, other holder or beneficiary in connection with the exercise of such
Option shall be promptly refunded to the relevant Grantee, holder or
beneficiary. Without limiting the generality of the foregoing, no Option granted
hereunder shall be construed as an offer to sell securities of the Company, and
no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal and any other applicable
securities laws.

     10. Change of Control of the Company. Unless otherwise defined in the Grant
Instrument, a "Change of Control" shall be deemed to have occurred if Ripplewood
Holdings L.L.C., or its affiliates, cease to control the Company or its
business.

     (a) Notice and Acceleration. Unless otherwise set forth in the Grant
Instrument, upon a Change of Control (i) the Company shall provide each Grantee
with outstanding Grants written notice of such Change of Control and (ii) all
outstanding Options shall automatically accelerate and become fully exercisable
unless otherwise determined by the Committee.



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     (b) Assumption of Grants. In the event of (i) a merger of the Company with
or into another corporation, (ii) a merger of any Subsidiary with or into
another corporation that requires the approval of the Company's stockholders
under the law of the Company's jurisdiction of organization, or (iii) the sale
or disposition of substantially all of the assets of the Company, each
outstanding Option shall either continue in effect, be assumed or an equivalent
option substituted therefor by the successor corporation or a "parent
corporation" (as defined in Section 424(e) of the Code) or "subsidiary
corporation" (as defined in Section 424(f) of the Code) of the successor
corporation. In the event that the Option does not continue in effect or the
successor corporation refuses to assume or substitute for the Option, the
Grantee shall fully vest in and have the right to exercise the Option as to all
Shares subject to the Option, including Shares as to which it would not
otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of continuation, assumption or substitution as set forth
herein, the Company shall notify the Grantee in writing or electronically that
the Option shall be fully vested and exercisable for a period of fifteen (15)
days from the date of such notice, or such shorter period as the Committee may
determine to be reasonable, and the Option shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale or disposition of assets,
the Option confers the right to purchase or receive, for each Share subject to
the Option immediately prior to the merger or sale or disposition of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale or disposition of assets by holders of Shares for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale or disposition of assets is not
solely common stock of the successor corporation or its "parent corporation" or
"subsidiary corporation", the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Share subject to the Option, to be solely common stock of
the successor corporation or its "parent corporation" or "subsidiary
corporation" equal in fair market value to the per share consideration received
by holders of Shares in the merger or sale or disposition of assets.

     11. Amendment and Termination of the Plan. (a) Amendment. The Board may
amend or terminate the Plan at any time; provided that no such amendment or
termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to the
Plan.

     (b) Termination of Plan. The Plan shall terminate on December 31, 2008,
unless the Plan is terminated earlier by the Board or is extended by the Board.

     (c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended (i) by the Company as provided hereunder or
(ii) by agreement of the Company and the Grantee consistent with the Plan.

     (d) Governing Document. This Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend this Plan in any manner, except for termination or amendment
pursuant to Section 11 hereof. This Plan shall be binding upon and enforceable
against the Company and its successors and assigns.



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     12. Funding of the Plan. This Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan. In no
event shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.

     13. Rights of Participants. Nothing in this Plan shall entitle any Employee
or other person to any claim or right to be granted a Grant under this Plan.
Neither this Plan nor any action taken hereunder shall be construed as giving
any individual any rights to be retained by or in the employ of the Company or
any other employment rights. No Grantee shall have any rights as a shareholder
with respect to any Shares to be distributed under the Plan until he or she has
become the holder of such Shares.

     14. Headings. Section headings are for reference only. In the event of a
conflict between a heading and the content of a Section, the content of the
Section shall control.

     15. Effective Date of the Plan. The amended and restated Plan shall be
effective March 19, 2002.

     16. Miscellaneous. (a) Compliance with Law. The Plan, the exercise of
Options and the obligations of the Company to issue Shares under Grants shall be
subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required, including national or foreign securities
exchanges. The Committee may revoke any Grant if it is contrary to law,
including the federal securities laws and any applicable state or foreign
securities laws or modify a Grant to bring it into compliance with any valid and
mandatory government regulation. The Committee may also adopt rules regarding
the withholding of taxes on payments to Grantees. The Committee may, in its sole
discretion, agree to limit its authority under this Section.

     (b) Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF
THE PLAN AND GRANT INSTRUMENTS ISSUED UNDER THE PLAN SHALL BE GOVERNED AND
CONSTRUED BY AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

     (c) Indemnification. Each person who is or shall have been a member of the
Board or the Committee shall be indemnified and held harmless by the Company to
the fullest extent permitted by law against and from any loss, cost, liability
or expense (including any related attorney's fees and advances thereof) in
connection with, based upon or arising or resulting from any claim, action, suit
or proceeding to which such person may be made a party or in which such person
may be involved by reason of any action taken or failure to act under or in
connection with the Plan or any Grant Instrument and from and against any and
all amounts paid by such person in settlement thereof, with the Company's
approval, or paid by such person in satisfaction of any judgment in any such
action, suit or proceeding against such person, provided that he or she shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive and shall
be independent of any other rights of indemnification to which such persons may
be entitled under by contract, as a matter of law or otherwise.

     (d) No Limitation on Compensation. Nothing in the Plan shall be construed
to limit the right of the Company to establish other plans or to pay
compensation to its employees in cash or property, in a manner which is not
expressly authorized under the Plan.

     (e) No Impact on Benefits. Options granted under the Plan are not
compensation for purposes of calculating an employee's rights under any employee
benefit plan, except to the extent provided in any such plan.



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     (f) Freedom of Action. Subject to Section 11, nothing in the Plan or any
Grant Instrument shall be construed as limiting or preventing the Company or any
of its Affiliates from taking any action with respect to the operation or
conduct of its or their business that it deems appropriate or in its best
interest.

     (g) No Right to Particular Assets. Nothing contained in this Plan and no
action taken pursuant to this Plan shall create or be construed to create a
trust of any kind or any fiduciary relationship between the Company and its
Affiliates, on the one hand, and any Grantee or executor, administrator or other
personal representative or designated beneficiary of such Grantee, on the other
hand, or any other persons. Any reserves that may be established by the Company
or its Affiliates in connection with this Plan shall continue to be held as part
of the general funds of the Company or such Affiliate, and no individual or
entity other than the Company or such Affiliate shall have any interest in such
funds until paid to a Grantee. To the extent that any Grantee or such Grantee's
executor, administrator or other personal representative, as the case may be,
acquires a right to receive any payment from the Company or any of its
Affiliates pursuant to this Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company or such Affiliate.

     (h) Notices. Each Grantee shall be responsible for furnishing the Committee
with his or her current and proper address for the mailing of notices and
delivery of agreements. Any notices required or permitted to be given shall be
deemed given if directed to the person to whom addressed at such address and
mailed by regular United States mail, first-class and prepaid. If any item
mailed to such address is returned as undeliverable to the addressee, mailing
will be suspended until the Grantee furnishes the proper address.

     (i) Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provision had not been included.

     (j) Incapacity. Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receiving such benefit shall be
deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Board, the Committee, the Company, its Affiliates and
other parties with respect thereto.

     (k) Definitions. As used in the Plan, the following terms shall have the
meanings set forth below:

          "Affiliate" shall mean, with respect to any person, any other person
     that directly or indirectly, through one or more intermediaries, controls,
     is controlled by, or is under common control with, such first person. For
     purposes of this definition, "control" (including, with correlative
     meanings, the terms "controlled by" and "under common control with"), as
     used with respect to any person, means the possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     and policies of such person, whether through the ownership of voting
     securities, by contract or credit arrangement, as trustee or executor, or
     otherwise.

          "Fair Market Value" shall mean, (i) with respect to any property other
     than Shares, the fair market value of such property determined by such
     methods or procedures as shall be established from time to time by the
     Committee and (ii) with respect to the Shares, as of any date, (A) the mean
     between the high and low sales prices of the Shares as reported on the
     composite tape for securities traded on the New York Stock Exchange for
     such date (or if not then trading on the New York Stock Exchange, the mean
     between the high and low sales price of the Shares on the stock exchange or
     over-the-counter market on which the Shares are principally trading on such
     date), or, if there were no sales on such date, on the closest preceding
     date on which there were sales of Shares or (B) in the event there shall be


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     no public market for the Shares on such date, the fair market value of the
     Shares as determined in good faith by the Committee.

          "Subsidiary" shall mean (i) any entity that, directly or indirectly,
     is controlled by the Company and (ii) any entity in which the Company has a
     significant equity interest, in either case as determined by the Committee.



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