This agreement is entered into as of April 21,2003 between Asbury Automotive Group, Inc. ("Asbury") and Phil
Johnson ("Executive"), a key employee of Asbury, in order to provide for an agreed-upon compensation in the
event that Executive's employment is terminated as defined in this agreement.
1. Severance Pay Arrangement
If a Termination (as defined below) of Executive's employment occurs at any time during Executive's
employment, Asbury will pay Executive 12 months of Executive's base salary as of the date of Termination as
Severance Pay. Payment (subject to required withholding) will be made by Asbury to Executive monthly on the
regular payroll dates of Asbury starting with the date of Termination.
If Executive participates in a bonus compensation plan at the date of Termination, Severance Pay will also include
a portion of the target bonus for the year of Termination in an amount equal to the target bonus multiplied by the
percentage of such year that has expired through the date of Termination.
In addition, Executive shall be entitled for 12 months following the date of Termination to continue to participate
at the same level of coverage and Executive contribution in any health, dental, disability and life insurance plans,
as may be amended from time to time, in which Executive was participating immediately prior to the date of
Termination. Such participation will terminate 30 days after Executive has obtained other employment under
which Executive is covered by equal benefits. Executive agrees to notify Asbury promptly upon obtaining such
other employment. At the option of Executive, COBRA coverage will be available, as provided by company
policy, at the termination of the extended benefits provided above.
2. Change of Control Arrangement
In the event that a Termination occurs at any time within two years after a Change of Control, then (1) the term
"12 months" in the first and third paragraphs of Section 1 of this agreement shall be replaced with "36 months"
and (2) the term "one