Exhibit 10.1
EXECUTION COPY
THIRD AMENDMENT TO EMPLOYMENT
AGREEMENT
This third amendment to the
Employment Agreement (as defined below), dated as of
November 3, 2005 (this “Amendment”), is made
between Asbury Automotive Group, Inc., a Delaware corporation
(the “Company”), and Kenneth B. Gilman
(“Executive”).
RECITALS
WHEREAS Asbury Automotive Group,
L.L.C. and Executive entered into the Employment Agreement, dated
as of December 3, 2001, as amended February 26, 2004 and
November 8, 2004 (the “Employment
Agreement”);
WHEREAS, on March 19, 2002, the
Company became the successor in interest of Asbury Automotive
Group, L.L.C.;
WHEREAS Executive has indicated his
desire to renew the term of the Employment Agreement;
WHEREAS, in consideration for
Executive’s agreeing to amend the Employment Agreement as set
forth herein, the Company has agreed to renew the term of the
Employment Agreement;
WHEREAS the Company and Executive
have agreed to renew the term of the Employment Agreement for an
additional year through December 31, 2006, as contemplated by
Section 12(c) of the Employment Agreement; and
WHEREAS the Company and Executive
desire to amend the Employment Agreement as set forth
below.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
The term of the Employment Agreement
is hereby renewed through December 31, 2006, unless terminated
earlier pursuant to
