ASBURY AUTOMOTIVE GROUP, INC.
1999 OPTION PLAN
As Amended and Restated Effective July 25, 2007
The purpose of the Asbury Automotive Group, Inc. 1999 Option Plan (the “Plan”) is to provide designated officers and
other key employees of Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and its subsidiaries with the
opportunity to receive grants of options to purchase common shares of the Company, $0.01 par value (“Shares”). The Company
believes that the Plan will encourage the participants to contribute materially to the growth of the Company, attract talented
management personnel and align the economic interests of the participants with those of the owners.
1. Administration. (a) Committee. The Plan shall be administered and interpreted by a committee of two or more individuals
(the “Committee”) appointed by the Board of Directors of the Company (the “Board”); however, the Board itself may ratify or
approve any grants as the Board deems appropriate.
(b) Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom grants shall
be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine
the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria for
exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant and (v) deal with any
other matters arising under the Plan.
(c) Committee Determination. The Committee shall have full power and authority to administer and interpret the Plan, to
make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the
Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s
interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it her