Exhibit 10.3


 


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 October 23, 2006 (the “Grant
Date”), between Asbury Automotive Group, Inc., a Delaware Corporation (the “Company”),
and Michael J. Durham.


This Restricted Share Award Agreement (this “Award
Agreement”) sets forth the terms and conditions of an award of 20,842 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

  	
   

  	
  Number of Shares Vested

  
	
   

  	
   

  	
   

  
	
  Grant Date

  	
   

  	
  6,947

  
	
   

  	
   

  	
   

  
	
  First anniversary of the Grant Date

  	
   

  	
  6,948

  
	
   

  	
   

  	
   

  
	
  Second anniversary of the Grant Date

  	
   

  	
  6,947

  






 


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 you cease to serve as a member of the Board,
your rights with respect to such Restricted



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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, warranties and agreements in
connection with the acquisition of any Shares pursuant to



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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.

  622 Third Avenue

  37th Floor

  New York, NY 10017

  Attention: General Counsel

  Fax : 212- 297-2653

  
	
   

  	
   

  	
   

  
	
  If to you:

  	
   

  	
  Michael J. Durham

  3416 Caruth Blvd.

  Dallas, TX 
  75225

  



 


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

  	
  /s/ Philip R. Johnson

  	
   

  
	
   

  	
   

  	
  Philip R. Johnson

  
	
   

  	
   

  	
  Vice President of Human Resources

  
	
   

  	
   

  	
  November 7, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICHAEL J. DURHAM,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael J. Durham

  



 


 



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