1999 STOCK OPTION PLAN

 

                                                                  Exhibit 10.1

 

 

 

                         ASBURY AUTOMOTIVE GROUP, INC.

 

                                1999 OPTION PLAN

 

                As Amended and Restated Effective March 19, 2002

 

 

 

     The purpose of the Asbury Automotive Group, Inc. 1999 Option Plan (the

"Plan") is to provide designated officers and other key employees of Asbury

Automotive Group, Inc., a Delaware corporation (the "Company"), and its

subsidiaries with the opportunity to receive grants of options to purchase

common shares of the Company, $0.01 par value ("Shares"). The Company believes

that the Plan will encourage the participants to contribute materially to the

growth of the Company, attract talented management personnel and align the

economic interests of the participants with those of the owners.

 

     1. Administration. (a) Committee. The Plan shall be administered and

interpreted by a committee of two or more individuals (the "Committee")

appointed by the Board of Directors of the Company (the "Board"); however, the

Board itself may ratify or approve any grants as the Board deems appropriate.

 

     (b) Committee Authority. The Committee shall have the sole authority to (i)

determine the individuals to whom grants shall be made under the Plan, (ii)

determine the type, size and terms of the grants to be made to each such

individual, (iii) determine the time when the grants will be made and the

duration of any applicable exercise or restriction period, including the

criteria for exercisability and the acceleration of exercisability, (iv) amend

the terms of any previously issued grant and (v) deal with any other matters

arising under the Plan.

 

     (c) Committee Determination. The Committee shall have full power and

authority to administer and interpret the Plan, to make factual determinations

and to adopt or amend such rules, regulations, agreements and instruments for

implementing the Plan and for the conduct of its business as it deems necessary

or advisable, in its sole discretion. The Committee's interpretations of the

Plan and all determinations made by the Committee pursuant to the powers vested

in it hereunder shall be conclusive and binding on all persons having any

interest in the Plan or in any grants awarded hereunder. All powers of the

Committee shall be executed in its sole discretion, in the best interest of the

Company, not as a fiduciary, and in keeping with the objectives of the Plan and

need not be uniform as to similarly situated individuals.

 

 

 

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     2. Grants. Awards under the Plan shall consist of grants (each, a "Grant")

of nonqualified options (the "Options"), as described in Section 5. All Grants

shall be subject to the terms and conditions set forth herein and to such other

terms and conditions consistent with this Plan as the Committee deems

appropriate and as are specified in writing by the Committee to the individual

in a grant instrument or an amendment to the grant instrument (the "Grant

Instrument"). The Committee shall approve the form and provisions of each Grant

Instrument. Grants need not be uniform as among the Grantees (as defined below).

 

     3. Shares Subject to the Plan. (a) Nature of Options Granted. Each Option

granted under the Plan shall provide the Grantee solely the right to acquire

Shares in exchange for a dollar amount (the "Exercise Price") specified in such

Option.

 

     (b) Sources of Shares Deliverable Under Options. Any Shares delivered

pursuant to an Option may consist, in whole or in part, of authorized and

unissued Shares or of treasury Shares.

 

     (c) Share Certificates. All certificates for Shares or other securities of

the Company or any Affiliate delivered under the Plan pursuant to any Option or

the exercise thereof shall be subject to such stop transfer orders and other

restrictions as the Committee may deem advisable under the Plan or the rules,

regulations, and other requirements of the Securities and Exchange Commission,

any stock exchange upon which such Shares or other securities are then listed,

and any applicable federal or state laws, and the Committee may cause a legend

or legends to be put on any such certificates to make appropriate reference to

such restrictions.

 

     (d) No Fractional Shares. No fractional Shares shall be issued or delivered

pursuant to the Plan or any Option, and the Committee shall determine whether

cash, other securities, or other property shall be paid or transferred in lieu

of any fractional Shares or whether such fractional Shares or any rights thereto

shall be canceled, terminated, or otherwise eliminated.

 

     4. Eligibility for Participation. (a) Eligible Persons. All officers and

other key employees of the Company and its Subsidiaries ("Employees") shall be

eligible to participate in the Plan. Effective March 19, 2002, no new Grants

will be made under the Plan, and eligible participants in the Plan shall consist

of those persons who hold, as of March 19, 2002, outstanding Options granted

under the Plan.

 

     (b) Selection of Grantees. The Committee shall select the Employees who

receive Grants under this Plan (the "Grantees").

 

     5. Granting of Options. (a) Amount of Exercise Price. The Committee shall

determine the Exercise Price with respect to each Option at the time of grant,

which, except as the Committee may otherwise provide, shall not be less than the

Fair Market Value (as defined below) of the Shares in respect of which the

Option is granted. Subject to adjustment as provided in Section 6 of this Plan,

the aggregate number of Shares for which Options may be issued under this Plan

shall not, in the aggregate, exceed 1,072,738 Shares.

 

     (b) Type of Option. Grants shall be "nonqualified options" that are not

intended to satisfy the provisions of Section 422 of the Internal Revenue Code

of 1986, as amended (the "Code") and shall be made in accordance with the terms

and conditions set forth herein.

 

     (c) Option Term. The Committee shall determine the term of each Option. The

term of any Option shall not exceed 10 years from the date of Grant.

 

     (d) Exercisability of Options; Conditions. Options shall become exercisable

in accordance with such terms and conditions, consistent with the Plan, as may

 

 

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be determined by the Committee and specified in the Grant Instrument. The

Committee may accelerate the vesting or exercisability of any or all outstanding

Options at any time for any reason. Unless the Committee provides otherwise in

the Grant Instrument, only Options that are vested may be exercised and Options

shall vest, subject to the continuous employment of the Grantee by the Company,

at the rate of 33-1/3% for each year the Grantee is employed by, or rendering

services to, the Company following the date of Grant; provided that, unless the

Committee provides otherwise in the Grant Instrument, no Option shall vest until

the Grantee has been employed by, or rendering services to, the Company for a

period of one year following the date of Grant.

 

     (e) Termination of Employment, Disability or Death. (i) Except as provided

below or as otherwise provided by the Committee in the Grant Instrument, an

Option may only be exercised while the Grantee is employed by, or providing

services to, the Company as an Employee, consultant or member of the Board.

Unless the Committee provides otherwise in the Grant Instrument, in the event

that a Grantee ceases to be employed by, or provide services to, the Company for

any reason other than resignation (except resignation in connection with

retirement) or termination for Cause (as defined below), any Option which is

otherwise vested and exercisable by the Grantee shall terminate unless exercised

within 90 days after the date on which the Grantee ceases to be employed by, or

provide services to, the Company (or within such other period of time as may be

specified by the Committee), but in any event no later than the date of

expiration of the Option term. Except as otherwise provided by the Committee,

any of the Grantee's Options that are not otherwise vested and exercisable as of

the date on which the Grantee ceases to be employed by, or provide services to,

the Company shall terminate as of such date.

 

     (ii) Except as otherwise provided by the Committee, in the event that the

Grantee ceases to be employed by, or provide services to, the Company on account

of a resignation (except resignation in connection with retirement) or a

termination for Cause by the Company, any Option held by the Grantee (whether or

not then vested and exercisable) shall terminate and be canceled as of the date

the Grantee ceases to be employed by, or provide services to, the Company.

Except as otherwise provided by the Committee, any of the Grantee's Options that

are not otherwise vested and exercisable as of the date on which the Grantee

ceases to be employed by, or provide services to, the Company shall terminate as

of such date.

 

     (iii) For purposes of Section 5(d), Section 5(e) and Section 7:

 

          (A) The term "Company" shall mean the Company and its Affiliates.

 

          (B) "Employed by, or provide services to, the Company" shall mean

     employment or service as an employee, consultant or Board member (so that,

     for purposes of exercising Options, a Grantee shall not be considered to

     have terminated employment or service until the Grantee ceases to be an

     employee, consultant or Board member), unless the Committee determines

     otherwise.

 

          (C) "Cause" shall mean, except to the extent specified otherwise by

     the Committee in the Grant Instrument, a finding by the Committee that the

     Grantee (i) has breached his or her employment or service contract with the

     Company, (ii) has engaged in disloyalty to the Company, including, without

     limitation, fraud, embezzlement, theft, commission of a felony or proven

     dishonesty in the course of his or her employment or service, (iii) has

     disclosed trade secrets or confidential information of the Company to

     persons not entitled to receive such information or (iv) has engaged in

     such other behavior detrimental to the interests of the Company as the

     Committee determines.

 

     (f) Exercise of Options. Except as otherwise provided by the Committee in

the Grant Instrument, a Grantee may exercise an Option that has become vested

and exercisable, in whole or in part, by delivering a notice of exercise to the

 

 

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Company with payment of the Exercise Price (plus the amount of any withholding

tax due at the time of exercise after the application of Section 7 hereof) and

taking such other action as the Committee may request or approve.

 

     (g) Payment. (i) No Shares shall be delivered pursuant to any exercise of

an Option until payment in full of the aggregate exercise price therefor is

received by the Company. Such payment may be made in cash, or its equivalent, or

(A) by exchanging Shares owned by the Grantee (which are not the subject of any

pledge or other security interest and which have been owned by such Grantee for

at least six (6) months), or (B) if there shall be a public market for the

Shares at such time, subject to such rules as may be established by the

Committee, through delivery of irrevocable instructions to a broker to sell the

Shares otherwise delivera