Exhibit 10.1

FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT

PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE
ASBURY AUTOMOTIVE GROUP, INC. 2002 EQUITY INCENTIVE PLAN
dated as of October 23, 2006 between Asbury Automotive Group, Inc. (the “ Company ”),
a Delaware corporation, and {NAME}.

This Performance Share Unit Award Agreement (the “ Award Agreement ”) sets forth the terms and conditions of a target award of {X} performance compensation shares (the “ Award ”) that are subject to the terms and conditions specified herein (“ Performance Awards ”) and that are granted to you under the Asbury Automotive Group, Inc. 2002 Equity Incentive Plan (the “ Plan ”).  This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement, shares of the Company’s common stock, $0.01 par value (“ Shares ”).

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT.  BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.

SECTION 1.  Definitions.   Capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the meanings as used or defined in the Plan.  As used in this Award Agreement, the following terms shall have the meanings set forth below:

“ Cause ” shall have the meaning set forth in any employment agreement then in effect between you, on the one hand, and the Company or any of its Affiliates, on the other hand, or, if not defined in any such agreement, “Cause” shall mean a finding by the Committee of any of the following: (a) your being convicted of, or entering a plea of nolo contendere to, any crime that constitutes a felony or involves moral turpitude, (b) your gross negligence or serious misconduct (including, without limitation, any criminal, fraudulent or dishonest conduct) that is injurious to the Company or any of its Affiliates, (c) your material breach of your employment or service contract with the Company or any of its Affiliates, (d) your willful and continued failure to substantially perform your duties with the Company and it’s Affiliates or (e) your material breach of a material written policy of the Company, in each case (with respect to clauses (b), (c), (d) and (e)) which is not corrected within 30 days after written notice from the Company.  The determination of the existence of Cause shall be made by the Committee in good faith.

“ 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.

“ Determination Date ” means the date, as determined by the Committee, on which the Committee determines whether and to what extent the Performance Goals with respect to the Award have been achieved; provided that such date shall be no later than March 15, 2009.

“ Performance Commencement Date ” means January 1, 2006.

“ Performance Cycle ” means calendar years 2006 through 2008.

SECTION 2.  (a)  Performance-Based Right to Payment.   The number of Shares that shall be issued pursuant to the Award shall be determined based on the Company’s achievement of Performance Goals as set forth on Exhibit A .  On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained.  Except as otherwise provided in Section 4 of this Award Agreement, the payment of Shares with respect to your Performance Awards is contingent on the attainment of the Performance Goals as set forth on Exhibit A .  Accordingly, except as otherwise provided in Section 4 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained.  Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall be entitled to payment of that portion of this Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion) as set forth on Exhibit A .  Furthermore, pursuant to Section 3 (except as otherwise provided therein) and except as otherwise provided in Section 4 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on the Payment Date.

(b)  Payment of Award.   The Committee shall determine the date on which payments pursuant to this Award Agreement shall be made (the “ Payment Date ”); provided that (i) the Payment Date shall not be any earlier than the Determination Date and (ii) except as otherwise provided in Section 4(a)(ii) of this Award Agreement, the Payment Date shall not be earlier than January 1, 2009, and not later than March 20, 2009.  Except as otherwise provided in Section 4 of this Award Agreement, payments made pursuant to this Award Agreement shall be payable in Shares.

SECTION 3.  Forfeiture of Performance Awards.   Except as otherwise provided in Section 4 of this Award Agreement, if your employment with the Company and its Affiliates terminates prior to the Payment Date, your rights with respect to any Performance Awards awarded to you pursuant to this Award Agreement shall

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immediately terminate, and you will be entitled to no payments or benefits with respect thereto, unless the Committee, as permitted pursuant to the terms of the Plan, determines in its sole discretion otherwise (in which case any payment to be made to you pursuant to this Award Agreement will be made to you on the Payment Date).

SECTION 4.  Change of Control.   In the event of a Change of Control after the date of this Award Agreement, the provisions of this Section 4 shall apply.

(a)  Timing of Payment.   In the event of a Change of Control after the date of this Award Agreement and prior to the Payment Date, to the extent your rights with respect to Performance Awards have not previously been terminated in connection with the termination of your employment with the Company and its Affiliates prior to such Change of Control, payments made pursuant to this Award Agreement:

(i)  shall be paid on the Payment Date, provided you remain continuously employed with the Company and its Affiliates through the Payment Date;

(ii)  shall be paid promptly following the date of your termination of employment with the Company and its Affiliates if your employment is involuntarily terminated (other than for Cause) by the Company and its Affiliates following such Change of Control; or

(iii)  shall be forfeited if your employment with the Company and its Affiliates is terminated prior to the Payment Date for any reason other than an involuntary termination described in the preceding clause (ii).

(b)  Form of Payment.   If the Change of Control occurs prior to the Payment Date, any amount to be paid under this Award Agreement shall be paid (at such time as determined in accordance with paragraph (a) above) in equity securities of the successor corporation (the “ Acquiror Securities” ) with the number of such Acquiror Securities determined by calculating the number of Shares earned under this Award Agreement (as determined in accordance with paragraph (c) below) and converting such Shares on the same basis as the conversion applicable to holders of Shares generally in connection with the Change of Control; provided , however , that if the consideration received by holders of Shares generally in connection with the Change of Control is not solely Acquiror Securities, the Committee may, with the consent of the successor corporation, provide that the amount to be paid under this Award Agreement will be solely in the form of Acquiror Securities equal in fair market value to the per Share consideration received by holders of Shares generally in connection with the Change of Control.  Notwithstanding the foregoing, the successor corporation may elect, no later than  90 days following a Change of Control (but in no event later than the scheduled payment date determined in accordance with paragraph (a) above), to settle (at such time as determined in accordance with paragraph (a) above) the Performance Awards in a lump-sum cash payment (in lieu of settling such Performance Awards with Acquiror Securities) in an amount equal to the product of (i) the number of Shares earned under this Award Agreement (as determined in accordance with paragraph (c) below) and (ii)

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the fair market value per Share at the time of the Change of Control, as determined by the Committee in its sole discretion; provided , however , that, in the event the consideration received by holders of Shares in connection with the Change of Control is paid solely in cash, the successor corporation shall be deemed to have made such election as of the time of such Change of Control.

(c)  Determination of Performance Results.   (i)  If the C