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Amended And Restated Employment Agreement

This is an actual contract by Asbury Automotive Group.

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Sectors: Specialty Retail
Governing Law: Georgia, View Georgia State Laws
Effective Date: March 22, 2010
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Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this " Agreement" ) is made and entered into as of March 22, 2010, between Asbury Automotive Group, Inc., a Delaware corporation (the " Company" ), and Charles Oglesby, an individual resident of the State of Georgia (the " Executive" ).

WHEREAS the Company and Executive entered in that certain Amended Employment Agreement, effective as of May 4, 2007 (the " 2007 Agreement" ), entered into an Amendment to the 2007 Agreement as of May 7, 2008 (the amendment, together with the 2007 Agreement, the " 2008 Agreement" ) and entered into an Amended Employment Agreement dated March 31, 2009 (the " 2009 Agreement" );

WHEREAS, the Company and Executive now wish to amend and restate the 2009 Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereby agree as follows:

SECTION 1. Employment . The Company hereby employs Executive, and Executive accepts employment by the Company, on the terms and conditions contained in this Agreement. SECTION 2. Term . The employment of Executive pursuant to the terms of this Agreement shall be effective as of May 4, 2007 (the " Effective Date" ) and shall remain in effect until May 4, 2012 (the " Initial Period" ), provided that commencing on May 4, 2012 and on each anniversary thereafter (a " Renewal Date" ), this Agreement shall automatically renew for additional one-year periods (each, a " Renewal Period" ), unless either party gives notice of non-renewal at least 60 days prior to the next Renewal Date or unless terminated pursuant to Section 16. The period of time between the Effective Date and the termination of this Agreement pursuant to its terms is herein referred to as the " Term" .

SECTION 3. Duties and Extent of Service . (a) During the Term, Executive shall serve as Chief Executive Officer and President of the Company and, in addition, in such other executive capacity or capacities for the Company, as may be commensurate with Executive' s seniority and experience and as determined by the Company' s Board of Directors (the " Board" ). During the Term, the Company shall use its reasonable best efforts to ensure that Executive is re-elected as a director of the Company, and Executive agrees to serve in such capacity without additional compensation.

(b) Executive shall report directly and exclusively to the Board and no other executive officer shall be appointed with authority over the business operations of the Company superior to that of Executive.

(c) Executive shall perform such services and duties for the Company as are customarily performed by an executive in Executive' s position at a business such as the Company' s business and as the Board may assign or delegate to him from time to time. Executive shall devote his full business knowledge, skill, time and reasonable best efforts exclusively to the performance of his duties for the Company and the promotion of its interests; provided , however , that Executive shall be entitled to (i) engage in civic and charitable activities, (ii) manage passive personal investments, and (iii) with the consent of the Board (which shall not be unreasonably withheld), serve on the board of directors of corporations not in competition with the Company; provided further that none of the foregoing activities shall, individually or in the aggregate, interfere with Executive' s ability to devote the requisite time and effort to the performance of his duties and responsibilities under this Agreement. Executive' s duties hereunder shall be performed at such place or places as the interests, needs, businesses or opportunities of the Company shall require, as the Board may determine from time to time. The Board may determine that Executive shall perform some or all of his duties primarily at the Company' s corporate headquarters, and the Company and Executive agree that any such determinations by the Board shall constitute a material term of Executive' s duties under this Agreement. SECTION 4. Base Salary . During the Term, effective as of March 1, 2010, Executive shall be paid a base salary (the " Base Salary" ) at a rate of $875,443 per annum, payable in arrears in equal monthly installments. On or before May 1, 2011 and annually thereafter, the Board shall review Executive' s Base Salary at the same time as the salaries of other members of the corporate office are reviewed and may increase (but not decrease) his then current Base Salary in its sole discretion.

SECTION 5. Incentive Compensation . (a) For the year 2007 and each year during the remainder of the Term, Executive shall be eligible to earn an annual bonus pursuant to the Company' s Key Executive Incentive Compensation Plan (or an applicable successor plan), on a calendar year basis, of 100% of his then current Base Salary (" Target Bonus" ), and such additional amounts which may be payable under the Company' s incentive compensation plans as they may be maintained by the Company, in the Board' s discretion, from time to time, which amounts shall be payable if the Company achieves specified objectives (the " Targets" ) established by the Compensation Committee no later than the 90th day of each such year. The Compensation Committee of the Board (the " Compensation Committee" ) shall certify whether the relevant Targets have been achieved and, based on such certification, shall thereafter determine the actual bonus earned by Executive with respect to the year described in the preceding sentence no later than 30 days after delivery to the Board of audited financial statements for the Company for the relevant calendar year. Such Targets shall be substantially similar to those Targets established for purposes of computing annual bonuses for other corporate office senior executives. Executive' s annual bonus shall be paid in a lump sum cash payment no later than the fifteenth day of the third month following the tax year containing the last day of bonus performance period.

(b) For the year 2007 and each year during the remainder of the Term, Executive shall be eligible to participate in the equity and other long term incentive compensation plans as the Company shall maintain for the benefit of corporate office senior executives generally, on the terms and subject to the conditions set forth in such plans.


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SECTION 6. Fringe Benefits . During the Term, Executive shall be entitled to participate, to the extent eligible, in such medical, dental, disability, life insurance, deferred compensation and other benefit plans as the Company shall maintain for the benefit of corporate office senior executives generally, on the terms and subject to the conditions set forth in such plans.

SECTION 7. Expenses; Vacation; Automobile . Upon the receipt from Executive of expense vouchers and other documentation reasonably requested by the Company, the Company shall reimburse Executive promptly in accordance with the Company' s policies and procedures for all reasonable expenses incurred by Executive in connection with Executive' s duties and responsibilities hereunder. During the Term, Executive shall be entitled to an automobile allowance of $1,000 per month and shall be permitted to use a demonstrator automobile in accordance with the Company' s policies with respect to the use of demonstrator automobiles, as they may be amended from time to time. Executive shall be entitled to four weeks paid vacation per year. SECTION 8. Noncompete and Nonsolicitation . (a) During the Term and for two years thereafter, Executive shall not directly or indirectly (other than as an employee of or consultant to the Company) accept employment with, or render services to, any Competing Business (defined below) or solicit business on behalf of any Competing Business from any customers or clients of the Company or its affiliates.

(b) During the Term and for one year thereafter, Executive shall not directly or indirectly (other than as an employee of or consultant to the Company) solicit, recruit or hire any employee of the Company (or any person who was an employee of the Company during the 12 month period preceding Executive' s date of termination) or encourage any such employee to terminate employment with the Company.

(c) For purposes of this Agreement, " Competing Business" means any corporation, partnership, sole proprietorship or other entity that engages in activities or businesses within the United States that are substantially in competition with the Company or any of its controlled affiliates.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Company hereby agrees that the foregoing covenant shall not be deemed breached as a result of the passive ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a Competing Business; provided , however , that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ; or (ii) less than an aggregate of 10% in value of any instrument of indebtedness of a Competing Business.


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(e) Notwithstanding anything to the contrary contained in this Agreement, the Company hereby agrees that the foregoing covenant shall not be deemed breached as a result of the ownership and operation by Executive of an automobile dealership after the termination of Executive' s employment with the Company if and only if (i) the Company shall never have owned such dealership or shall not be considering acquiring such dealership as of the date of Executive' s termination of employment, (ii) such dealership is not located within 50 miles of any dealership which is owned by the Company or which the Company is considering acquiring as of the date of Executive' s termination of employment, (iii) such dealership shall not employ any employee of the Company (or any person who was an employee of the Company during the 12 month period preceding Executive' s date of termination) and (iv) such ownership or operation does not violate any agreement between the Company and any manufacturer or distributor of motor vehicles or any policy of any such manufacturer or distributor.

(f) If a judicial determination is made that any of the provisions of this Section 8 constitutes an unreasonable or otherwise unenforceable restriction against Executive, the provisions of this Section 8 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. Moreover, notwithstanding the fact that any provision of this Section 8 is determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of Executive' s breach of such provision.

(g) Executive agrees that the provisions of this Section 8 are reasonable and properly required for the adequate protection of the business and the goodwill of the Company.

SECTION 9. Nondisclosure . (a) The parties hereto agree that during the course of his employment by the Company, Executive will have access to, and will gain knowledge with respect to, the Company' s Confidential Information (defined below). The parties acknowledge that unauthorized disclosure or misuse of such Confidential Information would cause irreparable damage to the Company. Accordingly, Executive agrees to the nondisclosure covenants in this Section 9. Executive represents that his experience and capabilities are such that the provisions of Section 8 and this Section 9 will not prevent him from earning his livelihood. Executive agrees that he shall not (except as may be required by law), without the prior written consent of the Company during his employment with the Company under this Agreement, and any extension or renewal hereof, and thereafter for so long as it remains Confidential Information, use or disclose, or knowingly permit any unauthorized person to use, disclose or gain access to, any Confidential Information; provided , however , that Executive may disclose Confidential Information to a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties under this Agreement. Upon termination of this Agreement for any reason, Executive shall return to the Company the original and all copies of all documents and correspondence in his possession relating to the business of the Company or any affiliate, including but not limited to all Confidential Information, and shall not be entitled to any lien or right of retention in respect thereof.


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(b) For purposes of this Agreement, " Confidential Information" shall mean all business information (whether or not in written form) which relates to the Company, any of its affiliates or their respective businesses or products or services and which is not known to the public generally, including but not limited to technical information or reports; trade secrets; unwritten knowledge and " know-how" ; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation and other personnel-related information; contracts; and supplier lists. Notwithstanding anything herein to the contrary, " Confidential Information" shall not include any information that (i) at the time of Executive is made aware of such information, is generally available to the public, (ii) after Executive becomes aware of such information, becomes generally available to the public through no act or omission of Executive or (iii) is made available to Executive by a person (other than the Company, its affiliates or their respective directors or officers) who did not breach any confidentiality obligations to the Company or its affiliates in disclosing such information to Executive. SECTION 10. Severance . (a) Subject to Section 11 and to Executive' s execution, delivery and non-revocation of a general release substantially in the form attached hereto as Exhibit " A" (the " Release" ), if a Termination of Executive' s employment occurs at any time during the Term, (i) the Company shall continue to pay Executive compensation for the next twelve months on regular payroll dates at twice the rate of Base Salary in effect as of the date of Termination, such compensation totaling over the twelve month period two (2) times Executive' s Base Salary in effect as of the date of Termination, (ii) following the first anniversary of the date of Termination the Company shall pay Executive an amount equal to 200% of the Base Salary in effect as of the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twelve months and (iii) beginning on the date of Termination the Company shall pay Executive an amount equal to the Executive' s Base Salary in effect as of the date of Termination, multiplied by the percentage of the calendar year of the termination that has lapsed through the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twenty-four months. The compensation payable under this subsection (a) shall be subject to any required tax withholding and shall not begin until the eighth day after Executive' s delivery of the executed Release to the Company provided that Executive shall have not previously revoked the Release. One half of each payment shall constitute " Severance Pay" and one half shall constitute " Covenant Pay" . Notwithstanding any other provision of this Agreement, in no event shall the payments provided for in this Section 10(a) exceed an amount equal to 250% of the sum of the Executive' s Base Salary and Target Bonus in effect as of the date of Termination.

(b) Subject to Executive' s execution, delivery and non-revocation of the Release, Executive shall also be entitled for 24 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


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participation will terminate 30 days after Executive has obtained other employment under which Executive is covered by equal benefits. Executive agrees to notify the Company promptly upon obtaining such other employment. At the option of Executive, COBRA coverage will be available, as provided by law and/or Company policy, at the termination of extended benefits as provided above. (c) If Executive shall die following his Termination, the payments and benefits provided under this Section 10 shall continue to be paid and/or provided to his estate.

(d) In the event of Executive' s Termination, all stock options granted to Executive under the 2002 Equity Plan on or before the Effective Date that are outstanding on the date of Termination shall automatically become vested and exe
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