Exhibit
10.1


[FORM OF RESTRICTED SHARE AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS]


RESTRICTED SHARE
AWARD AGREEMENT UNDER THE ASBURY AUTOMOTIVE GROUP, INC. 2002 EQUITY INCENTIVE
PLAN dated as of [•] (the “Grant Date”), between Asbury Automotive Group,
Inc., a Delaware Corporation (the “Company”), and [NAME].


This Restricted Share Award Agreement (this “Award
Agreement”) sets forth the terms and conditions of an award of [•] shares
(the “Award”) of the Company’s Common Stock, $0.01 par value (“Shares”), that
are subject to certain restrictions on transfer and risks of forfeiture and
other terms and conditions specified herein (“Restricted Shares”) and that are
granted to you under the Asbury Automotive Group, Inc. 2002 Equity Incentive
Plan (the “Plan”).


THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF
THE PLAN AND THIS AWARD AGREEMENT.  BY
SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS
AND CONDITIONS OF THIS AWARD AGREEMENT.


SECTION 1.  Definitions.  Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the meanings as
used or defined in the Plan.  As used in
this Award Agreement, the following terms have the meanings set forth below:


“Business Day” means a day that is not a
Saturday, a Sunday or a day on which banking institutions are legally permitted
to be closed in the City of New York.


“Disability” means a physical or mental
disability or infirmity that prevents the performance by you of your duties in
the course of your service on the Board lasting (or likely to last) for a
continuous period of six months or longer. 
The determination of the existence of Disability shall be made by the
Committee in good faith, and the Committee’s determination shall be conclusive
for purposes of this Award.


“Vesting Date” means any date on which your
rights with respect to all or a portion of the Restricted Shares subject to
this Award Agreement may become fully vested, and the restrictions set forth in
this Award Agreement may lapse, as provided in Section 3(a) of this Award
Agreement.


SECTION 2.  The Plan.  This Award is made pursuant to the Plan, the
terms of which are incorporated herein by reference, and in all respects shall
be interpreted in accordance with the Plan. 
The grant and terms of this Award are subject to the provisions of the
Plan and to interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(a) rights 









 



and obligations with
respect to withholding taxes, (b) the registration, qualification or
listing of the Company’s shares, (c) capital or other changes of the
Company and (d) other requirements of applicable law.  The Committee shall have the authority to
interpret and construe this Award pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.


SECTION 3.  Vesting and
Delivery.  (a)  Vesting.  On each Vesting Date set forth below, your
rights with respect to the number of Restricted Shares that corresponds to such
Vesting Date, as specified in the chart below, shall become vested, and the
restrictions set forth in this Award Agreement shall lapse, provided that you
must serve as a member of the Company’s Board of Directors (the “Board”) as of
the applicable Vesting Date, except as otherwise determined by the Committee in
its sole discretion.  


	
  Vesting Date

  	
   

  	
  Percentage Vested

  	
   

  
	
  First
  anniversary of the Grant Date

  	
   

  	
  33.33

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Second
  anniversary of the Grant Date

  	
   

  	
  33.33

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Third
  anniversary of the Grant Date

  	
   

  	
  33.34

  	
  %

  



 


In the event of a
Change of Control (as defined in the Plan) after the Grant Date, the Restricted
Shares, to the extent then outstanding and unvested, shall automatically be
deemed vested as of immediately prior to such Change of Control, as
contemplated by Section 8 of the Plan. 
In the event you cease to serve as a member of the Board due to your (a)
death or (b) Disability, the Restricted Shares, to the extent then outstanding
and unvested, shall automatically be deemed vested as of the date of your
cessation of service on the Board by reason of such death or Disability.  The Committee, in its sole discretion, may
accelerate the vesting of all or any portion of the Restricted Shares, at any
time and from time to time.


(b)   Delivery of Shares.  On or following the Grant Date, certificates
issued in respect of Restricted Shares shall be registered in your name and
deposited by you, together with a stock power endorsed in blank, with the
Company or such other custodian as may be designated by the Committee or the
Company, and shall be held by the Company or other custodian, as applicable,
until such time, if any, as your rights with respect to such Restricted Shares
become vested.  Upon the vesting of your
rights with respect to such Restricted Shares, the Company or other custodian,
as applicable, shall deliver such certificates to you or your legal
representative.


SECTION 4.  Forfeiture
of Restricted Shares.  Unless the
Committee determines otherwise or except as otherwise set forth in
Section 3(a), if your rights with respect to any Restricted Shares or
Retained Distributions (as defined below) awarded to you pursuant to this Award
Agreement have not become vested prior to the date on which 



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you cease to serve as a
member of the Board, your rights with respect to such Restricted Shares or
Retained Distributions shall immediately terminate, and you will be entitled to
no further payments or benefits with respect thereto.


SECTION 5.  Voting
Rights; Dividend Equivalents.  Until
the forfeiture of any Restricted Shares pursuant to Section 4 above and subject
to Sections 3 and 6 hereof, you shall have the right to vote such Restricted Shares,
to receive and retain all regular cash dividends paid on such Restricted Shares
and to exercise all other rights, powers and privileges of a holder of Shares
with respect to such Restricted Shares; provided that the Company will
retain custody of all distributions other than regular cash dividends (“Retained
Distributions”) made or declared with respect to the Restricted Shares (and
such Retained Distributions will be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Shares) until such time, if
ever, as the Restricted Shares with respect to which such Retained
Distributions have been made, paid or declared have become vested, and such
Retained Distributions shall not bear interest or be segregated in a separate account.


SECTION 6.   Non-Transferability of Restricted Shares and
Retained Distributions.  Unless
otherwise provided by the Committee in its discretion, Restricted Shares and
Retained Distributions may not be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered except as provided in Section 9(a) of
the Plan.  Any purported assignment,
alienation, pledge, attachment, sale or other transfer or encumbrance of
Restricted Shares or Retained Distributions in violation of the provisions of
this Section 6 and Section 9(a) of the Plan shall be void.


SECTION 7.  Taxes,
Consents, Stop Transfer Orders and Legends. 
(a)  Taxes.  The vesting of any Shares pursuant to Section
3(a) and the delivery of Share certificates pursuant to Section 3(b) are
conditioned on satisfaction of any applicable withholding taxes in accordance
with Section 9(d) of the Plan.  You are
solely responsible and liable for the satisfaction of all taxes and penalties
that may arise in connection with this Award Agreement (including any taxes
arising under Section 409A of the Code), and the Company shall not have any
obligation to indemnify or otherwise hold you harmless from any or all of such
taxes.  The Committee shall have the discretion
to unilaterally modify this Award Agreement in a manner that it in good faith
believes conforms with the requirements of Section 409A of the Code for
any distribution event that could be expected to violate Section 409A of
the Code, in order to make the distribution only upon a “permissible
distribution event” within the meaning of Section 409A of the Code (as
determined by the Committee in good faith). 
The Committee shall have the sole discretion to interpret the
requirements of the Code, including Section 409A, for purposes of the Plan
and this Award Agreement.


(b)  Consents.  Your rights in respect of the Restricted
Shares are conditioned on the receipt to the full satisfaction of the Committee
of (i) any required consents that the Committee may determine to be necessary
or advisable (including, without limitation, your consenting to the Company’s
supplying to any third-party recordkeeper of the Plan such personal information
as the Committee deems advisable to administer the Plan, (ii) your making or
entering into such written representations, 



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warranties and agreements in connection with the acquisition of any
Shares pursuant to this Award as the Committee may request in order to comply
with applicable securities laws or this Award and (iii) a stock power endorsed
by you in blank in accordance with Section 3(b).


(c)  Stop Transfer
Orders and Legends.  The Company may
affix to certificates for Shares issued pursuant to this Award Agreement any
legend that the Committee determines to be necessary or advisable (including to
reflect any restrictions to which you may be subject under any applicable
securities laws).  The Company may advise
the transfer agent to place a stop order against any legended Shares.


SECTION 8.  Successors
and Assigns of the Company.  The
terms and conditions of this Award Agreement shall be binding upon and shall
inure to the benefit of the Company and its successors and assigns.


SECTION 9.  Committee
Discretion.  The Committee shall have
full and plenary discretion with respect to any actions to be taken or determinations
to be made in connection with this Award Agreement, and its determinations
shall be final, binding and conclusive.


SECTION 10.  Notice.  All notices, requests, demands and other
communications required or permitted to be given under the terms of this Award
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three Business Days after they have
been mailed by U.S. registered mail, return receipt requested, postage prepaid,
addressed to the other party as set forth below:


	
  If to the Company:

  	
  Asbury Automotive Group, Inc.

  [Address]

  [Address]

  Attention:
  [General Counsel]

  [[Fax :][Telecopy :] (212) [•]-[•]]

  
	
   

  	
   

  
	
  If to you:

  	
  [Name]

  [Address]

  [Address]

   

  



 


The parties may change
the address to which notices under this Award Agreement shall be sent by
providing written notice to the other in the manner specified above.  Notwithstanding the above, the Company and
its Affiliates may provide notice to you by email or other electronic means to
which you have regular access.


SECTION 11.  Headings.  Headings are given to the Sections and
subsections of this Award Agreement solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Award
Agreement or any provision thereof.



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SECTION 12.  Amendment
of this Award Agreement.  The
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate this Award Agreement
prospectively or retroactively; provided, however, that any such
waiver, amendment, alteration, suspension, discontinuance, cancelation or
termination that would materially and adversely impair your rights under this
Award Agreement shall not to that extent be effective without your consent (it
being understood, notwithstanding the foregoing proviso, that this Award
Agreement and the Restricted Shares shall be subject to the provisions of
Sections 6(d), 7(a) and 7(c) of the Plan).


SECTION 13.  Counterparts.  This Award Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


IN WITNESS
WHEREOF, the parties have duly executed this Award Agreement as of the date
first written above.


	
  

  	
  ASBURY AUTOMOTIVE GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 



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