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2002 Stock Option Plan

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Sectors: Specialty Retail
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 2002
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EXHIBIT 10.2


2002 STOCK OPTION PLAN
ASBURY AUTOMOTIVE GROUP, INC.


Section 1. PURPOSE. The purposes of this Asbury Automotive Group, Inc. 2002 Stock Option 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 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 Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Option, which may, but
need not, be executed or acknowledged 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:


(A) during any period of 24 consecutive calendar months,
individuals:


(i) who were directors of the Company on the
first day of such period, or


(ii) whose election or nomination for election to
the Board was recommended or approved by at
least a majority of the directors then still
in office who were directors of the Company
on the first day of such period, or whose
election or nomination for election was so
approved,


shall cease to constitute a majority of the Board;


(B) the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate
transaction involving the Company or any of its
Subsidiaries (a "Reorganization") or sale or other
disposition of all or substantially all of the assets
of the Company to an entity that is not an affiliate
of the Company (a "Sale"), that in each case requires
the approval of the Company's stockholders under the
law of the Company's jurisdiction of organization,
whether for such Reorganization or Sale (or the
issuance of securities of the Company in such
Reorganization or Sale), unless immediately following
such Reorganization or Sale more than 50% of the
total voting power (in respect of the election of
directors, or similar officials in the case of an
entity other than a corporation) of (i) the entity
resulting from such Reorganization, or the entity
which has acquired all or substantially all of the
assets of the Company (the "Surviving Entity"), or
(ii) if applicable, the ultimate parent entity that
directly or indirectly has beneficial ownership of
more than 50% of the total voting power (in respect
of the election of directors, or similar officials in
the case of an entity other than a corporation) of
the Surviving Entity (the "Parent Entity"), is
represented by the Company's outstanding securities
eligible to vote for the election of the Board (the
"Company Voting Securities") that were outstanding
immediately prior to such Reorganization or Sale (or,
if applicable, is represented by shares into which
such Company Voting Securities were converted
pursuant to such Reorganization or Sale), and such
voting power among the holders thereof is in
substantially the same proportion as the voting power
of such Company Voting Securities among the holders
thereof immediately prior to the Reorganization or
Sale;


(C) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or
a sale of all or substantially all of the Company's
assets; or


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(D) any "person" (as such term is defined in Section
13(d) of the Exchange Act (or any successor section
thereto)), corporation or other entity (other than
(i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or an Affiliate, (iii) any company owned,
directly or indirectly, by the stockholders of the
Company in substantially the same proportions as
their ownership of Shares or (iv) any entity or
individual affiliated with (x) Ripplewood Holdings
L.L.C. or (y) Freeman Spogli & Co. Incorporated, or
their affiliates), becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 under the Exchange
Act (or any successor rule thereto)), directly or
indirectly, of securities of the Company representing
30% or more of the combined voting power of the
Company's then-outstanding securities.


"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 thereto.


"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.


"Fair Market Value" shall mean, (A) with respect to any
property other than Shares, the fair market value of such property
determined by such methods or procedures as shall be established from
time to time by the Committee and (B) with respect to the Shares, as of
any date, (i) the mean between the high and low sales prices of the
Shares as reported on the composite tape for securities traded on the
New York Stock Exchange for such date (or if not then trading on the
New York Stock Exchange, the mean between the high and low sales price
of the Shares on the stock exchange or over-the-counter market on which
the Shares are principally trading on such date), or, if there were no
sales on such date, on the closest preceding date on which there were
sales of Shares or (ii) in the event there shall be no public market
for the Shares on such date, the fair market value of the Shares as
determined in good faith by the Committee.


4


"Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan.


"Participant" shall mean any director, officer or other key
employee of the Company or its Subsidiaries eligible for an Option
under Section 5 of the Plan and selected by the Committee to receive an
Option under the Plan.


"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.


"Plan" shall mean this Asbury Automotive Group, Inc. 2002
Stock Option Plan.


"Rule 16b-3" shall mean Rule 16b-3 as promulgated and
interpreted by the SEC under the Exchange Act, or any successor rule or
regulation thereto as in effect from time to time.


"SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.


"Shares" shall mean the common shares of the Company, $0.01
par value, or such other securities of the Company (i) into which such
common shares shall be changed by reason of a recapitalization, merger,
consolidation, split-up, combination, exchange of shares or other
similar transaction or (ii) as may be determined by the Committee
pursuant to Section 4(b).


"Subsidiary" shall mean (i) any entity that, directly or
indirectly, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, in either case as
determined by the Committee.


"Substitute Options" shall have the meaning specified in
Section 4(c).


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Section 3. ADMINISTRATION.


(a) The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Options; (iii) determine the terms and conditions of any Option; (iv) determine whether, to what extent, an
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