ASBURY AUTOMOTIVE GROUP, INC.
2002 EQUITY INCENTIVE PLAN
RESTRICTED SHARE AWARD AGREEMENT
RESTRICTED SHARE AWARD AGREEMENT UNDER THE ASBURY AUTOMOTIVE GROUP, INC. 2002 EQUITY
INCENTIVE PLAN dated as of DATE (the “Grant Date”), between Asbury Automotive Group, Inc., a Delaware Corporation (the
“Company”), and NAME
This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award
of Number shares (the “Award”) of the Company’s Common Stock, $0.01 par value (“Shares”), that are subject to certain
restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are
granted to you under the Asbury Automotive Group, Inc. 2002 Equity Incentive Plan (the “Plan”).
THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD
AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS
AND CONDITIONS OF THIS AWARD AGREEMENT.
SECTION 1. Definitions. Capitalized terms used in this Award Agreement that are not defined in this Award
Agreement have the meanings as used or defined in the Plan. As used in this Award Agreement, the following terms have the
meanings set forth below:
“ Business Day ” means a day that is not a Saturday, a Sunday or a day on which banking institutions are legally
permitted to be closed in the City of New York.
“ Disability ” means a physical or mental disability or infirmity that prevents the performance by you of your duties in
the course of your service lasting (or likely to last) for a continuous period of six months or longer. The determination of the
existence of Disability shall be made by the Committee in good faith, and the Committee’s determination shall be conclusive for
purposes of this Award.
“ Vesting Date ” means any date on which your rights with respect to all or a portion of the Restricted Shares subject
to this Award Agreement may become fully vested, and the restrictions set forth in