November 14, 2007
Reference is made to that certain agreement entered into as of April 21, 2003, as amended on December 20, 2006
(collectively the “Agreement”) between Asbury Automotive Group, Inc. (“Asbury”) and Philip Johnson (“Executive”), a
key employee of Asbury, which provides for an agreed-upon compensation in the event that Executive’s employment is
terminated as defined in such Agreement. The parties hereto agree to amend and restate such Agreement as hereinafter
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 in a lump sum within 30 days of
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. Such amount will be paid in a lump sum
within 30 days of 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.
Notwithstanding anything herein to the contrary, if Ex