TO THE ASBURY CEO, AND
SHALL UNDERTAKE AND DISCHARGE ALL ASSIGNMENTS AND RESPONSIBILITIES WITHIN HIS
CAPABILITIES THAT ARE ASSIGNED TO HIM BY THE ASBURY CEO OR BOARD.
EXECUTIVE
WILL DEVOTE ALL OF HIS SKILL, KNOWLEDGE AND FULL WORKING TIME (REASONABLE
VACATION TIME AND ABSENCE FOR SICKNESS OR SIMILAR DISABILITY EXCEPTED) SOLELY
AND EXCLUSIVELY TO THE CONSCIENTIOUS PERFORMANCE OF SUCH DUTIES.
EXECUTIVE
HEREBY REPRESENTS THAT HIS EMPLOYMENT HEREUNDER AND COMPLIANCE BY HIM WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT WILL NOT CONFLICT WITH OR RESULT IN THE
BREACH OF ANY AGREEMENT TO WHICH HE IS A PARTY OR BY WHICH HE MAY BE BOUND.
3.
COMPENSATION.
AS FULL COMPENSATION FOR ALL SERVICES TO BE
RENDERED BY EXECUTIVE IN THE CAPACITIES REFERRED TO IN THE AGREEMENT, THE
COMPANY SHALL PAY TO EXECUTIVE DURING THE TERM THE SALARY AND BONUSES PROVIDED
IN THIS SECTION 3.
(A)
BASE SALARY.
EXECUTIVE SHALL RECEIVE AN ANNUAL BASE SALARY OF
$425,000, PAYABLE IN ARREARS IN EQUAL MONTHLY INSTALLMENTS.
(B)
INCENTIVE COMPENSATION.
EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN AN ANNUAL INCENTIVE COMPENSATION PROGRAM ESTABLISHED BY ASBURY
FOR SELECTED ASBURY PLATFORM CHIEF EXECUTIVE OFFICERS (THE "INCENTIVE
COMPENSATION PROGRAM").
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE INCENTIVE
COMPENSATION PROGRAM MAY BE AMENDED FROM TIME TO TIME BY ASBURY, IN ITS SOLE
DISCRETION, SO LONG AS THE AMENDMENTS SIMILARLY AFFECT ALL OTHER ASBURY PLATFORM
CHIEF EXECUTIVE OFFICERS WHO ARE PARTICIPANTS IN THE INCENTIVE COMPENSATION
PROGRAM.
4.
BENEFITS AND PERQUISITES.
DURING THE TERM:
(A)
GENERAL.
THE COMPANY WILL PROVIDE LIFE INSURANCE, MEDICAL
INSURANCE, DISABILITY INSURANCE AND OTHER BENEFITS COMPARABLE TO THOSE PROVIDED
TO THE COMPANY'S OTHER SENIOR EXECUTIVE OFFICERS AND PERMITTED UNDER APPLICABLE
LAW;
(B)
VACATION.
EXECUTIVE SHALL BE ENTITLED TO SUCH VACATION AS IS
CONSISTENT WITH HIS RESPONSIBILITY FOR THE OPERATION AND MANAGEMENT OF THE
COMPANY AND CONSISTENT WITH PRIOR PRACTICES;
(C)
CERTAIN CLUB DUES.
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR
ANNUAL DUES, NOT TO EXCEED $20,000 FOR MEMBERSHIP IN TWO COUNTRY CLUBS SELECTED
BY EXECUTIVE;
(D)
AUTOMOBILE.
THE EXECUTIVE (AND HIS FAMILY) SHALL BE ENTITLED TO
THE USE OF FOUR DEMONSTRATOR AUTOMOBILES SELECTED FROM THE INVENTORY OF THE
BUSINESS; AND
(E)
SMOKING POLICY.
THE OFFICE AREA OF EXECUTIVE SHALL NOT BE
DESIGNATED A NON-SMOKING AREA, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW;
PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO MAKE ANY STRUCTURAL OR OTHER
CHANGES TO SUCH OFFICE AREA OR PROVIDE THE EXECUTIVE WITH ANY SPECIAL EQUIPMENT
IN ORDER TO COMPLY WITH APPLICABLE LAW.
2
(F)
DRESS CODE.
EXECUTIVE SHALL NOT BE SUBJECT TO ANY SPECIFIC DRESS
CODE REQUIREMENTS IMPOSED BY THE COMPANY OR ASBURY, EXCEPT THAT THE EXECUTIVE
SHALL DRESS IN A MANNER REASONABLY PRESENTABLE IN THE BUSINESS COMMUNITY.
5.
EXPENSES.
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR REASONABLE
TRAVEL (INCLUDING, WITHOUT LIMITATION, TRAVEL TO "20 GROUP" MEETINGS AND DEALER
MEETINGS), LODGING AND MEAL EXPENSES INCURRED BY HIM IN CONNECTION WITH HIS
PERFORMANCE OF SERVICES HEREUNDER UPON SUBMISSION OF EVIDENCE, SATISFACTORY TO
THE ASBURY CEO, OF THE INCURRENCE AND PURPOSE OF EACH SUCH EXPENSE.
6.