0001144980-12-000009 Sample Contracts

ASBURY AUTOMOTIVE GROUP, INC. AMENDED AND RESTATED
Restricted Share Award Agreement • February 14th, 2012 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware

This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of a number of Shares (the “Award”) that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (“Restricted Shares”) and that are granted to the Grantee under the Asbury Automotive Group, Inc. Amended and Restated 2002 Equity Incentive Plan, as amended and restated effective as of February 8, 2012 (the “Plan”).

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ASBURY AUTOMOTIVE GROUP, INC. AMENDED AND RESTATED
Performance Share Unit Award Agreement • February 14th, 2012 • Asbury Automotive Group Inc • Retail-auto dealers & gasoline stations • Delaware

This Performance Share Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of a number of performance share units (“PSUs” and, together with the terms and conditions of the award, the “Performance Award”) that are subject to the terms and conditions specified herein (the “Award”) and that are granted to the Grantee under the Asbury Automotive Group, Inc. Amended and Restated 2002 Equity Incentive Plan, as amended and restated effective as of February 8, 2012 (the “Plan”). Each PSU represents the right to receive one Share upon the vesting of such PSU.

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