WITH THIS AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL,
BINDING AND CONCLUSIVE.
SECTION 12.
CONFIDENTIALITY.
YOU HEREBY AGREE TO KEEP CONFIDENTIAL, AND TO NOT
DISCLOSE TO ANYONE, THE EXISTENCE AND TERMS OF THIS AWARD AGREEMENT (INCLUDING
THE PERFORMANCE GOALS SET FORTH ON EXHIBIT A), EXCEPT TO YOUR IMMEDIATE FAMILY
AND YOUR FINANCIAL AND LEGAL ADVISORS, OR AS MAY BE REQUIRED BY LAW OR ORDERED
BY
A COURT WITH VALID JURISDICTION OVER SUCH MATTER.
YOU FURTHER AGREE THAT ANY
DISCLOSURE TO YOUR IMMEDIATE FAMILY AND YOUR FINANCIAL AND LEGAL ADVISORS WILL
ONLY BE MADE AFTER SUCH INDIVIDUALS OR ENTITIES ACKNOWLEDGE AND AGREE TO
MAINTAIN THE CONFIDENTIALITY OF THIS AWARD AGREEMENT AND ITS TERMS.
SECTION 13.
APPLICABLE LAW.
THE VALIDITY, CONSTRUCTION, INTERPRETATION AND
EFFECT OF THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PROVISIONS THEREOF.
SECTION 14.
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
New York, NY 10017
Attention: General Counsel
If to you:
At the then-current address shown on the
payroll of the Company
The Company and you 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 15.
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, THE PLAN OR ANY PROVISION THEREOF.
SECTION 16.
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, CANCELLATION 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 PERFORMANCE AWARDS SHALL BE
SUBJECT TO THE PROVISIONS OF SECTIONS 6(G)(V) (INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH ADJUSTMENTS TO THE NUMBER OR IDENTITY OF PEER COMPANIES), 7(A)
AND 7(C) (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ADJUSTMENTS TO THE
NUMBER OR KINDS OF SHARES, SECURITY OR OTHER PROPERTY SUBJECT TO THIS AWARD
AGREEMENT) OF THE PLAN).
SECTION 17.
COUNTERPARTS.
THIS