ENGAGED IN BY THE COMPANY, ASBURY OR ANY AFFILIATE OF THE
COMPANY OR ASBURY IN ANY JURISDICTION IN WHICH SUCH ACTIVITIES ARE NOW CONDUCTED
(INCLUDING, WITHOUT LIMITATION, THE STATES OF FLORIDA AND GEORGIA); OR
(II)
DIRECTLY OR INDIRECTLY, FOR HIS OWN ACCOUNT OR THE ACCOUNT OF ANY
OTHER PERSON OR ENTITY WITH WHICH HE SHALL BECOME ASSOCIATED IN ANY CAPACITY OR
IN WHICH HE SHALL HAVE ANY OWNERSHIP INTEREST, (A) SOLICIT FOR EMPLOYMENT OR
EMPLOY
ANY PERSON WHO, AT ANY TIME DURING THE PRECEDING 12 MONTHS, IS OR WAS
EMPLOYED BY OR OTHERWISE ENGAGED TO PERFORM SERVICES FOR THE COMPANY, ASBURY OR
ANY OF THEIR AFFILIATES, REGARDLESS OF WHETHER SUCH EMPLOYMENT OR ENGAGEMENT IS
DIRECT OR THROUGH AN ENTITY WITH WHICH SUCH PERSON IS EMPLOYED OR ASSOCIATED, OR
OTHERWISE INTENTIONALLY INTERFERE WITH THE RELATIONSHIP OF THE COMPANY, ASBURY
OR ANY OF THEIR AFFILIATES WITH ANY PERSON OR ENTITY WHO OR WHICH IS AT THE TIME
EMPLOYED BY OR OTHERWISE ENGAGED TO PERFORM SERVICES FOR THE COMPANY, ASBURY OR
ANY SUCH AFFILIATE, OR (B) INDUCE ANY EMPLOYEE OF THE COMPANY, ASBURY OR ANY OF
THEIR AFFILIATES TO ENGAGE IN ANY ACTIVITY WHICH EXECUTIVE IS PROHIBITED FROM
ENGAGING IN UNDER SECTIONS 7, 8 AND 10 OR TO TERMINATE HIS OR HER EMPLOYMENT
WITH THE COMPANY, ASBURY OR SUCH AFFILIATE.
(B)
IF THE EMPLOYMENT OF EXECUTIVE HEREUNDER IS TERMINATED, THE
FOLLOWING PROVISIONS SHALL APPLY:
(I)
IN THE EVENT OF A TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY BY THE ASBURY CEO OR BOARD WITHOUT CAUSE OR A TERMINATION BY EXECUTIVE
OF HIS EMPLOYMENT WITH THE COMPANY FOR GOOD REASON, THE PROVISIONS OF SECTION
7(A) SHALL CONTINUE IN EFFECT FOR THE TERM OF THE SEVERANCE PERIOD (AS DEFINED
IN SECTION 6(F)(I)(A)); PROVIDED, HOWEVER, TO THE EXTENT THE SEVERANCE PERIOD IS
CALCULATED TO BE IN EXCESS OF ONE YEAR FROM THE END OF THE TERM (THE "OPTIONAL
SEVERANCE PERIOD"), EXECUTIVE MAY ELECT TO FOREGO THAT PORTION OF THE SEVERANCE
PAYMENT TO WHICH HE IS ENTITLED AS IT RELATES TO THE OPTIONAL SEVERANCE PERIOD,
AND SUCH ELECTION SHALL AUTOMATICALLY SERVE TO RESTRICT THE APPLICATION OF THE
PROVISIONS OF SECTION 7(A) TO THAT PERIOD OF TIME ENDING ONE (1) YEAR FROM THE
END OF THE TERM.
(II)
IF THE ASBURY CEO OR BOARD SHALL TERMINATE EXECUTIVE'S EMPLOYMENT
FOR CAUSE OR IF EXECUTIVE SHALL VOLUNTARILY TERMINATE HIS EMPLOYMENT WITH THE
COMPANY FOR OTHER THAN GOOD REASON, IN EITHER CASE, PRIOR TO THE LAST DAY OF THE
TERM, THEN THE PROVISIONS OF SECTION 7(A) SHALL CONTINUE TO APPLY FOR A PERIOD
OF ONE (1) YEAR FROM THE DATE OF TERMINATION.
8
(III)
IN THE EVENT THIS AGREEMENT EXPIRES AT THE END OF THE TERM AND
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS NOT BEEN PREVIOUSLY TERMINATED, THE
PROVISIONS OF SECTION 7(A) SHALL CONTINUE IN EFFECT FOR ONE (1) YEAR AFTER THE
END OF THE TERM SO LONG AS THE COMPANY PAYS EXECUTIVE THE SEVERANCE PAYMENT
DURING SUCH ONE (1) YEAR PERIOD.
IN THE EVENT THE COMPANY ELECTS NOT TO