2002 Equity Incentive Plan
Asbury Automotive Group , Inc.
As Amended and Restated Effective July 25, 2007
Section 1. Purpose . The purposes of this Asbury Automotive Group, Inc. 2002 Equity Incentive Plan are to promote the
interests of Asbury Automotive Group, Inc. and its shareholders by (i) attracting and retaining exceptional directors, officers
and other key employees (including prospective officers and key employees) of the Company and its Subsidiaries and
(ii) enabling such individuals to participate in the long-term growth and financial success of the Company.
Section 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth below:
“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control
with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined
by the Committee.
“Award” shall mean any award that is permitted under Section 6 and granted under the Plan.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any
Award, which may, but need not, require execution or acknowledgment by a Participant.
“Board” shall mean the Board of Directors of the Company.
“Change of Control” shall (i) have the meaning set forth in an Award Agreement, or (ii) if there is no definition set
forth in an Award Agreement, mean an event or series of events, not including any events occurring prior to or in
connection with an initial public offering of Shares (including the occurrence of such initial public offering), by which:
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean the compensation committee of the Board, or such other committee of the Board as may be
designated by the Board to administer the Plan.
“Company” shall mean Asbury Automotive Group, Inc., together with any successor theret