Exhibit 10.1


 


EXECUTION COPY


 


THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This third
amendment to the Employment Agreement (as defined below), dated as of November 3,
2005 (this “Amendment”), is made between Asbury Automotive Group, Inc., a
Delaware corporation (the “Company”), and Kenneth B. Gilman (“Executive”).


 


RECITALS


 


WHEREAS Asbury
Automotive Group, L.L.C. and Executive entered into the Employment Agreement,
dated as of December 3, 2001, as amended February 26, 2004 and November 8,
2004 (the “Employment Agreement”);


 


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


 


WHEREAS Executive has indicated his desire to
renew the term of the Employment Agreement;


 


WHEREAS, in consideration for Executive’s
agreeing to amend the Employment Agreement as set forth herein, the Company has
agreed to renew the term of the Employment Agreement;


 


WHEREAS the Company and Executive have agreed
to renew the term of the Employment Agreement for an additional year through December 31,
2006, as contemplated by Section 12(c) of the Employment Agreement;
and


 


WHEREAS the
Company and Executive desire to amend the Employment Agreement as set forth
below.


 


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


 


1.             The
term of the Employment Agreement is hereby renewed through December 31,
2006, unless terminated earlier pursuant to Section 15 of the Employment
Agreement.


 


2.             Section 12(b) of
the Employment Agreement is hereby amended to read in its entirety as follows:


 


(i)  In addition to the Accrued Obligations, if
Executive’s employment hereunder is terminated pursuant to Section 15 (x)
by Executive for “Good Reason” or (y) by the Company for any reason other than
for (I) “Good Cause” or (II) the occurrence of the death or Total Disability of
Executive, the Company shall pay to Executive (after execution and delivery by
Executive of a Termination Release (defined below)) as severance pay:


 


(A) a lump sum cash payment in the amount of 100%
of the present value, as of the date of such termination, of his current Base
Salary, said present value to be determined in good faith by the Board of
Directors based on an assumption that such amount would be paid over a 12 month
period, using the Prime Rate reported by JP Morgan Chase Manhattan Bank as of
the close of business on the date of such termination; and


 


(B) an amount equal to the total bonus, if any,
actually earned by Executive pursuant to Section 5 for the year preceding
the year in which such termination occurred, provided that if termination
occurs on or before December 31, 2002, the amount payable under this
paragraph (B) shall be $750,000.


 





















 


(ii) Payment of such severance pay will be made
in a lump sum within 30 days of such termination.


 


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


 


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


 


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


 


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


 


	
   

  	
  ASBURY AUTOMOTIVE GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Durham

  	
   

  
	
   

  	
  Name:

  	
  Michael J. Durham

  	
   

  
	
   

  	
  Title:

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth B. Gilman

  	
   

  
	
   

  	
   

  	
  Kenneth B. Gilman