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EXHIBIT 10.3    
  


 
 

FORM OF INDEMNIFICATION AGREEMENT    
  


        This Indemnification Agreement, dated as
of                            ,            (this
"Agreement"), is
made by and between ASBURY AUTOMOTIVE GROUP, INC., a Delaware corporation (the "Company"),
and                        
("Indemnitee"). 


RECITALS: 


        Indemnitee
is a director and/or officer of the Company and his/her willingness to serve in such capacity is predicated, in substantial part, upon the Company's willingness to indemnify
him/her to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement. 



        Therefore,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee's continued service as a director
and/or officer of the Company and to enhance Indemnitee's ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to
be enforceable irrespective of, among other things, any amendment to the Company's certificate of incorporation or bylaws (collectively, the "Constituent
Documents"), any change in the composition of the Company's Board of Directors (the "Board") or any
change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement
of Expenses (as defined in Section 1(c)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company's directors' and officers' liability
insurance policies. 


        In
light of the considerations referred to in the preceding recitals, it is the Company's intention and desire that the provisions of this Agreement be construed liberally, subject to
their express terms, to maximize the protections to be provided to Indemnitee hereunder. 


AGREEMENT:  


        NOW, THEREFORE, the parties hereby agree as follows: 



        1.    Certain Definitions.    In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters: 



        (a)    "Claim" means (i) any threatened, asserted, pending or completed
claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any
inquiry or investigation, whether made, instituted or conducted by the Company or any other party, including without limitation any federal, state or other governmental entity, that Indemnitee
reasonably determines might lead to the institution of any such claim, demand, action, suit or proceeding. 


        (b)    "Disinterested Director" means a director of the Company who is not and was not a party to the Claim in respect of which
indemnification is sought by Indemnitee. 


        (c)    "Expenses" means reasonable attorneys' and experts' fees and expenses and
all other reasonable costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend,
be a witness in or participate in (including on appeal), any Claim, including such costs or expenses paid or payable in connection with a Standard of Conduct Determination. 


        (d)    "Incumbent Directors" means the individuals who, as of the date hereof, are Directors of the Company and any individual
becoming a Director subsequent to the date hereof whose election, nomination for election by the Company's stockholders, or appointment, was approved by a vote of at least two-thirds of
the then Incumbent Directors (either by a specific vote or by 






 





approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination);  provided, however, that an individual shall not be an Incumbent Director if such individual's election
or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or
removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board. 



        (e)    "Indemnifiable Claim" means any Claim based upon, arising out of or
resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Company or as a director, officer, member, manager
or trustee of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at
the request of the Company as a director, officer, member, manager or trustee, or (ii) Indemnitee's status as a current or former director or officer of the Company or as a current or former
director, officer, member, manager or trustee of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to
act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of
this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, member, manager or trustee of another entity or enterprise if
Indemnitee is or was serving as a director, officer, member, manager or trustee of such entity or enterprise and the Company directly or indirectly caused Indemnitee to be nominated, elected,
appointed, designated or selected to serve in such capacity. 



        (f)    "Indemnifiable Losses" means any and all Losses relating to, arising out of or resulting from any
Indemnifiable Claim. 


        (g)    "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of Delaware corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to
matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Indemnifiable Claim giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. 


        (h)    "Losses" means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties
(whether civil, criminal or other) and amounts paid in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of
the foregoing. 


        (i)    "Notification Date" means the date of receipt by the Company of written notice from Indemnitee advising the Company of
the final disposition of the applicable Indemnifiable Claim. 




        2.    Indemnification Obligation.    Subject to Section 7, the Company shall indemnify, defend and hold
harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware as such laws may from time to time hereafter be amended against any and all Indemnifiable Claims and
Indemnifiable Losses; provided, however, that, (a) except as provided in Section 5,
Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by
Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal or amendment of any law
of 


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the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or
amendment. 


        3.    Advancement of Expenses.    Indemnitee shall have the right to advancement by the Company prior to the final
disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are
reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall not be entitled to request the advancement of Expenses more than
60 days in advance of the date on which Indemnitee reasonably determines such Expenses are likely to be paid. Indemnitee's right to such advancement is not subject to the satisfaction of any
standard of conduct. Indemnitee shall submit to the Company a written request specifying the Expenses for which Indemnitee seeks an advancement under this Section 3, together with documentation
reasonably evidencing that Indemnitee has incurred such Expenses or, if such Expenses have not yet been incurred, a reasonably detailed estimate of such Expenses and an undertaking to provide such
documentation once the estimated Expenses have been incurred. Within twenty days after any such request properly made by Indemnitee, the Company shall, in accordance with such request (but without
duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such
Expenses; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that are in excess of amounts paid or
payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, Indemnitee shall
execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee's ability to repay the Expenses, by or on behalf of the Indemnitee,
to repay, without interest, any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it
shall have been determined, following the final disposition of such Indemnifiable Claim, that Indemnitee is not entitled to indemnification hereunder. 



        4.    Indemnification for Additional Expenses.    Without limiting the generality or effect of the foregoing, the
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within twenty days of such request, any and all
Expenses paid or incurred by Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee; provided that Indemnitee shall not be entitled to request the
advancement of Expenses more than 60 days in advance of the date on which Indemnitee reasonably determines such Expenses are likely to be paid) in connection with any Claim made, instituted or
conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement (including a Standard of Conduct
Determination), or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors' and
officers' liability insurance policies maintained by the Company; provided that, if Indemnitee ultimately is determined not to be entitled to such
indemnification, reimbursement, advance payment of expenses or insurance recovery and Indemnitee did not make, institute or conduct such Claim in good faith and with a reasonable belief that such
Claim was not frivolous, Indemnitee shall, and Indemnitee hereby undertakes to,
reimburse the Company, with interest, for all such amounts received by Indemnitee promptly after receipt of a written demand therefor from the Company. 


        5.    Partial Indemnity.    If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. 


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        6.    Procedure for Notification.    


        (a)    Not
later than fifteen (15) days after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee will, if a claim in respect thereof is to be
made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability under this Agreement
except to the extent, if any, that such omission actually prejudices the use by the Company of defenses, rights or insurance coverage. 


        (b)    To
obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
therefor including a reasonable description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss and the basis for the assertion of a claim under
this Agreement. If, at the time of the receipt of such request, the Company has directors' and officers' liability insurance in effect under which coverage for such Indemnifiable Claim or
Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures
set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the
Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by
Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, such failure
actually prejudices the use by the Company of defenses, rights or insurance coverage. 


        7.    Determination of Right to Indemnification.    



        (a)    To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim, or in defense of any issue or matter therein,
Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim or issue or matter in accordance with Section 2 and no
Standard of Conduct Determination (as defined in Section 7(b)) shall be required. 


        (b)    To
the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of
whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable
Losses relating to, arising out of or resulting from such Indemnifiable Claim (a "Standard of Conduct Determination") shall be made as follows:
(i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of
Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if requested by Indemnitee, by Independent Counsel
in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination,
including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. 


        (c)    The
Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable
and in no event later than 45 days after the Notification Date; provided that such 45 day period may be extended for a reasonable time not to exceed an additional 30 days if the
person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto If any such Standard of
Conduct Determination is not made within such 45 (or 75) day period, Indemnitee shall be permitted to petition the Delaware Court of Chancery to make such determination. 


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        (d)    If
(i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of
whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable
Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) to have satisfied any applicable standard of conduct under Delaware law which is a legally required
condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee within twenty days after the earliest date on which the
applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied an amount equal to the amount of such Indemnifiable Losses. 


        (e)    If
a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b), the Independent Counsel shall be selected by the Board of
Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. Indemnitee may, within five business days after receiving
written notice of selection from the Company, deliver to the Company a written objection to such selection; provided,  however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the
definition of "Independent Counsel" in Section 1(g), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, the Independent Counsel so selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If no Independent Counsel that is permitted under the
foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the
first sentence of this Section 7(e) either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by
the Indemnitee to the Company's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall
designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of
the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel's determination pursuant to Section 7(b). 


        8.    Presumption of Entitlement.    In making any Standard of Conduct Determination, the person or persons making
such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to
the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company
(including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or
reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. 


        9.    No Other Presumption.    For purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption
that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted. 



        10.    Non-Exclusivity.    The rights of Indemnitee hereunder will be in addition to, and not in
limitation of, any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the State of Delaware, any other contract or otherwise (collectively,
"Other Indemnity Provisions"). The Company will not adopt any amendment to any of the Constituent 


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Documents the effect of which would be to deny, diminish or encumber Indemnitee's right to indemnification under this Agreement. 


        11.    Liability Insurance and Funding.    For the duration of Indemnitee's service as a director and/or officer of
the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the
scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors' and officers' liability insurance providing coverage for Indemnitee of
the Company that is at least substantially comparable in scope and amount to that provided by the Company's
current policies of directors' and officers' liability insurance. Upon request, the Company shall provide Indemnitee with a copy of all directors' and officers' liability insurance applications,
binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality
or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next policy period
(i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant
reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or
delayed). In all policies of directors' and officers' liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and
benefits, subject to the same limitations, as are accorded to the Company's directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust
fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify
and advance expenses pursuant to this Agreement. 


        12.    Subrogation.    In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee's successors), including any entity or enterprise referred to in
clause (i) of the definition of "Indemnifiable Claim" in Section 1. Indemnitee shall take, at the request of the Company, all actions reasonably necessary to secure such rights,
including the execution of all papers reasonably required to evidence such rights (all of Indemnitee's reasonable Expenses, including attorneys' fees and charges, related thereto to be reimbursed by
the Company). 


        13.    No Duplication of Payments.    The Company shall not be liable under this Agreement to make any payment to
Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the
Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in
Section 1(e)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. 


        14.    Defense of Claims.    The Company shall be entitled to participate in the defense of any Indemnifiable Claim or
to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee reasonably believes, after
consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict,
(b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal
defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable
standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any
particular Indemnifiable Claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in 


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settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect
any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete
and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its
consent to any proposed settlement. 


        15.    Successors and Binding Agreement.    (a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company to assume and agree to and perform this Agreement in the
same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any
successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but shall not
otherwise be assignable or delegatable by the Company. 


        (b)    This
Agreement shall be binding on and inure to the benefit of and be enforceable by the Indemnitee's personal or legal representatives, executors, administrators,
heirs, distributees, legatees and other successors. 


        (c)    This
Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or delegate this Agreement or any rights
or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder shall
not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee's will or by the laws of descent and distribution, and, in the event of
any attempted assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 


        16.    Notices.    For all purposes of this Agreement, all communications, including without limitation notices,
consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one
business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the General Counsel of the
Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that
notices of changes of address will be effective only upon receipt. 



        17.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflict of laws of such State. The
Company and Indemnitee each hereby irrevocably and unconditionally consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware. 



        18.    Validity.    If any provision of this Agreement or the application of any provision hereof to any person or
circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to 


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the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement
held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to
replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this
Agreement as fully as possible without being invalid, unenforceable or otherwise illegal. 



        19.    Miscellaneous.    No provision of this Agreement may be waived, modified or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto 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 agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.
References to Sections are to references to Sections of this Agreement. 



        20.    Certain Interpretive Matters.    No provision of this Agreement shall be interpreted in favor of, or against,
either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof or thereof. 


        21.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which will be deemed to be
an original but all of which together shall constitute one and the same agreement. 


        [Signatures Appear On Following Page]


        IN
WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written. 



	 	 	ASBURY AUTOMOTIVE GROUP, INC.

3 Landmark Square, Suite 500

Stamford, Connecticut 06902
	 	 	 	 	 
	 	 	By:	 	
 Name:

Title:
	 	 	 	 	 
	 	 	[INDEMNITEE]

[Address]
	 	 	 	 	 
	 	 	
 [Indemnitee]






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EXHIBIT 10.3


FORM OF INDEMNIFICATION AGREEMENT