ABG » Topics » GENERAL RELEASE

This excerpt taken from the ABG 8-K filed Mar 31, 2009.

GENERAL RELEASE

This General Release (this “Agreement”) is entered into between the undersigned Employee, Charles Oglesby (“you” or “your”) and Asbury Automotive Group (the “Company”), 2905 Premiere Parkway, Suite 300, Duluth, GA 30097. In consideration of the mutual promises contained in this Agreement, you and the Company agree to the following:

 

  1. Your employment with the Company terminated effective on                      (“Date of Termination”).

 

  2. Subject to the conditions described below, the Company will pay you the severance benefits (the “Severance Benefits”) provided for in Section              of that certain Amended Employment Agreement between you and the Company dated                      (the “Employment Agreement”).

 

  3.

You hereby agree to release, discharge, indemnify and hold harmless forever the Company and its officers, directors, employees, stockholders, agents, parent companies, subsidiaries, limited liability companies and partnerships, affiliates, successors and assigns from any and all actions, causes of action, contracts, claims, demands and liabilities whatsoever, whether in law or equity, whether known or unknown, which you ever had, now have or hereafter may have, or which your heirs, executors or administrators may have, relating in any way to your employment relationship with the Company, the terms and conditions of your employment relationship, and the termination of that employment. This General Release includes a release of any rights or claims pursuant to any federal, state or local laws, executive orders, ordinances, or regulations, including, without limitation, the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Fair Labor Standards Act, which governs wages and other terms and conditions of employment; the Americans with Disabilities Act, which prohibits discrimination against persons with disabilities; claims for wrongful discharge, infliction of emotional distress, interference with contract or economic relations, breach of any express or implied contract or covenant of good faith and fair dealing, or any tort, common law or contract claim. This General Release shall not apply to your entitlements under this Agreement, to any right you may have to any benefits already vested under

 

17


 

any Company benefits plan in which you participated or to any rights you may to indemnification or liability insurance under any of the Company’s plans or policies.

 

  4. You hereby recognize and reaffirm the promises and obligations contained in Sections 8 and 9 of the Employment Agreement with respect to your covenants relating to your non-competition, non-solicitation and non-disclosure of confidential information, as well as your obligations under the Asbury Automotive Group Code of Business Conduct and Ethics for Directors, Officers and Employees.

 

  5. You agree to keep confidential and not disclose to anyone (other than your private attorney, and financial advisor and your immediate family) the terms, amount and fact of this Agreement. You and the Company agree that each will not talk about the other or otherwise communicate to anyone in a disparaging or defamatory manner regarding the other, including but not limited to your employment with the Company, the termination of that employment, or the Company’s business strategies, operations, prospects, practices or conduct. Any request for employment references should be directed to Philip Johnson, VP of Human Resources, Asbury Automotive Group, 2905 Premiere Parkway, Suite 300, Duluth, GA 30097. The provisions of this paragraph shall survive termination of this Agreement.

 

  6. You acknowledge that you have been given a period of twenty-one (21) days to review and consider this Agreement before signing it. You understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.

 

  7. You acknowledge and understand that you have had the right and opportunity to discuss all aspects of this Agreement with your private attorney and that you have been strongly encouraged to do so before signing this Agreement. You represent that you have carefully read and fully understand all of the provisions of this Agreement, and that you are voluntarily entering into this Agreement. This Agreement constitutes an offer that will expire if you do not execute the Agreement during the 21-day period.

 

  8. You may revoke this Agreement within seven (7) days of your signing it. Revocation can be made by delivering a written notice of revocation to Philip Johnson, Asbury Automotive Group, 2905 Premiere Parkway, Suite 300, Duluth, GA 30097. For this revocation to be effective, written notice must be received by Philip Johnson no later than the close of business on the seventh day after you sign this Agreement. If you revoke this Agreement, it will not be effective or enforceable and you will not receive the Severance Benefits.

 

18


  9. You hereby waive any right or claim you may have to employment, re-employment or reinstatement with the Company or any other party named in the General Release.

 

  10. It is expressly understood that there is no other agreement or understanding between you and the Company pertaining to the termination of your employment with the Company or the Company’s obligations to you with respect to such termination, except as set forth in this Agreement.

 

  11. Any controversy or claim arising out of or relating to your employment with the Company, the termination of your employment, this Agreement, or its breach, shall be finally settled by binding arbitration in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) mutually agreed to by the parties, in or near the city where the Company maintains its corporate headquarters at the time of the dispute. You and the Company agree that any judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

  12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
These excerpts taken from the ABG 10-Q filed Oct 30, 2008.

GENERAL RELEASE

This General Release (this “General Release”) is entered into between the undersigned employee, Brett Hutchinson (“you” or “your”) and Asbury Automotive Group, Inc. (the “Company”), 622 Third Avenue, 37th Floor, New York, NY 10017.

In consideration of the mutual promises contained in this General Release, the Severance Pay Agreement dated August 1, 2005, as amended February 26, 2008 (the “2008 Agreement”) and the Letter Agreement dated October 29, 2008 ( the “Letter Agreement”), you and the Company agree to the following:

 

  1. Your employment with the Company terminated effective on             , 2009 (the date of Termination”).

 

  2. Subject to the conditions described below, the Company will pay you the Severance Pay and other compensation and benefits (the “Separation Benefits”) provided for in the Letter Agreement.

 

  3.

You hereby agree for yourself, your spouse(if any) and child or children (if any), and your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, discharge, indemnify and hold harmless forever the Company, and any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which you are or have been a participant by virtue of your employment with the Company (collectively, the “Releasees”), from any and all actions, causes of action, contracts, claims, demands, debts, accounts, judgments, rights, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibilities and liabilities of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, which you, your spouse and child or children (if any), or your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors or assigns, ever had, now have or hereafter may have, against such Releasees based on any events or circumstances arising or occurring on or prior to the date this release (the “General Release”) is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) your employment relationship with the Company, the terms and conditions of your employment relationship, and the termination of that employment or (b) your status at any time as a holder of any securities of the Company, and any and all rights or claims arising under federal, state or local laws, executive orders, ordinances, or regulations, including, without limitation, claims for wrongful discharge, infliction of emotional distress, interference with contract or


 

economic relations, breach of any express or implied contract or covenant of good faith and fair dealing, fraud, misrepresentation, defamation, any tort, common law or contract claim, claims of any kind that may be brought in any court or administrative agency, and claims under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Fair Labor Standards Act, which governs wages and other terms and conditions of employment; the Americans with Disabilities Act, which prohibits discrimination against persons with disabilities; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Human Rights Laws of the State and City of New York (or any similar state or local law applicable to you); the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes-Oxley Act; and similar state or local statutes, ordinances, and regulations. This General Release shall not apply to your entitlements hereunder or under the 2008 Agreement or Letter Agreement, to any right you may have to any benefits already vested under any Company benefits plan in which you participated or to any rights you may have to indemnification or liability insurance under any of the Company’s plans or policies.

 

  4. You hereby recognize and reaffirm the promises and obligations contained (i) in Sections 3, 4 and 5 of the 2008 Agreement with respect to your covenants relating to your non-competition, non-solicitation and non-disclosure of confidential information, (ii) the Letter Agreement, and (iii) the Asbury Automotive Group Code of Business Conduct and Ethics for Directors, Officers and Employees.

 

  5. You acknowledge that you have been advised by the Company to consult with an attorney regarding the terms of this General Release. You represent that you have carefully read and fully understand all of the provisions of this General Release and that you are voluntarily entering into it. This General Release and the Letter Agreement constitute an offer that will expire if you do not execute such documents during the 21-day period.


  6. It is expressly understood that there is no other agreement or understanding between you and the Company pertaining to the termination of your employment with the Company or the Company’s obligations to you with respect to such termination, except as set forth in this General Release, the Letter Agreement and the 2008 Agreement.

 

  7. Any controversy or claim arising out of or relating to your employment with the Company, the termination of your employment, this General Release, the 2008 Agreement or the Letter Agreement, or its or their breach, shall be finally settled by binding arbitration in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) mutually agreed to by the parties, in or near the city where the Company maintains its corporate headquarters at the time of the dispute. You and the Company agree that any judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

  8. If any provision of this General Release, the 2008 Agreement or Letter Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

GENERAL RELEASE

This General Release (this “General Release”) is entered into between the undersigned employee, Lynne Burgess (“you” or “your”) and Asbury Automotive Group, Inc. (the “Company”), 622 Third Avenue, 37th Floor, New York, NY 10017.

In consideration of the mutual promises contained in this General Release, the Severance Pay Agreement dated April 21, 2003, as amended December 20, 2006 and as further amended on November 14, 2007 (the “2007 Agreement”) and the Letter Agreement dated October 29, 2008 ( the “Letter Agreement”), you and the Company agree to the following:

 

  1. Your employment with the Company terminated effective on             , 2009 (the date of Termination”).

 

  2. Subject to the conditions described below, the Company will pay you the Severance Pay and other compensation and benefits (the “Separation Benefits”) provided for in the Letter Agreement.

 

  3.

You hereby agree for yourself, your spouse and child or children (if any), and your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, discharge, indemnify and hold harmless forever the Company, and any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which you are or have been a participant by virtue of your employment with the Company (collectively, the “Releasees”), from any and all actions, causes of action, contracts, claims, demands, debts, accounts, judgments, rights, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibilities and liabilities of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, which you, your spouse and child or children (if any), or your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors or assigns, ever had, now have or hereafter may have, against such Releasees based on any events or circumstances arising or occurring on or prior to the date this release (the “General Release”) is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) your employment relationship with the Company, the terms and conditions of your employment relationship, and the termination of that employment or (b) your status at any time as a holder of any securities of the Company, and any and all rights or claims arising under federal, state or local laws, executive orders, ordinances, or regulations, including, without limitation, claims for wrongful discharge, infliction of emotional distress, interference with contract or economic relations, breach of

 

4


 

any express or implied contract or covenant of good faith and fair dealing, fraud, misrepresentation, defamation, any tort, common law or contract claim, claims of any kind that may be brought in any court or administrative agency, and claims under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Fair Labor Standards Act, which governs wages and other terms and conditions of employment; the Americans with Disabilities Act, which prohibits discrimination against persons with disabilities; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Human Rights Laws of the State and City of New York (or any similar state or local law applicable to you); the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes-Oxley Act; and similar state or local statutes, ordinances, and regulations. This General Release shall not apply to your entitlements hereunder or under the 2007 Agreement or Letter Agreement, to any right you may have to any benefits already vested under any Company benefits plan in which you participated or to any rights you may have to indemnification or liability insurance under any of the Company’s plans or policies.

 

  4. You hereby recognize and reaffirm the promises and obligations contained (i) in Sections 4, 5 and 6 of the 2007 Agreement with respect to your covenants relating to your non-competition, non-solicitation and non-disclosure of confidential information, (ii) the Letter Agreement, and (iii) the Asbury Automotive Group Code of Business Conduct and Ethics for Directors, Officers and Employees.

 

  5. You acknowledge that you have been given a period of twenty-one (21) days to review and consider this General Release before signing. You understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.

 

  6. You acknowledge that you have been advised by the Company to consult with an attorney regarding the terms of this General Release. You represent that you have carefully read and fully understand all of the provisions of this General Release and that you are voluntarily entering into it. This General Release and the Letter Agreement constitute an offer that will expire if you do not execute such documents during the 21-day period.

 

  7. You may revoke this General Release within seven (7) days of your signing. Revocation can be made by delivering a written notice of revocation to Philip Johnson, Asbury Automotive Group, 2905 Premiere Parkway NW, Suite 300, Duluth, GA 30097. For this revocation to be effective, written notice must be received by Philip Johnson no later than the close of business on the seventh day after you sign this General Release. If you revoke this General Release, it will not be effective or enforceable and you will not receive the Separation Benefits described in the Letter Agreement or the 2007 Agreement.

 

5


  8. It is expressly understood that there is no other agreement or understanding between you and the Company pertaining to the termination of your employment with the Company or the Company’s obligations to you with respect to such termination, except as set forth in this General Release, the Letter Agreement and the 2007 Agreement.

 

  9. Any controversy or claim arising out of or relating to your employment with the Company, the termination of your employment, this General Release, the 2007 Agreement or the Letter Agreement, or its or their breach, shall be finally settled by binding arbitration in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) mutually agreed to by the parties, in or near the city where the Company maintains its corporate headquarters at the time of the dispute. You and the Company agree that any judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

  10. If any provision of this General Release, the 2007 Agreement or Letter Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This excerpt taken from the ABG 8-K filed May 13, 2008.

GENERAL RELEASE

This General Release (this “General Release”) is entered into between the undersigned employee, J. Gordon Smith (“you” or “your”) and Asbury Automotive Group, Inc. (the “Company”), 622 Third Avenue, 37th Floor, New York, NY 10017.

In consideration of the mutual promises contained in this General Release, the 2003 Agreement and the Letter Agreement (as defined below), you and the Company agree to the following:

 

  1. Your employment with the Company terminated effective on May 9, 2008 (“Date of Termination”).

 

  2. Subject to the conditions described below, the Company will pay you the severance benefits (the “Separation Benefits”) provided for in Section 1 of that certain agreement between you and the Company, dated as of April 21, 2003, as amended December 20, 2006, and further amended and restated on February 28, 2008 (the “2003 Agreement”), setting forth the respective rights and obligations of each party in the event of the termination of your employment and the “Additional Benefits” provided for in the letter agreement dated April 29, 2008, between you and the Company relating to your termination (the “Letter Agreement”).

 

  3.

You hereby agree for yourself, your spouse and child or children (if any), and your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to release, discharge, indemnify and hold harmless forever the Company, and any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of the past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which you are or have been a participant by virtue of your employment with the Company (collectively, the “Releasees”), from any and all actions, causes of action, contracts, claims, demands, debts, accounts, judgments, rights, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibilities and liabilities of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, whether known or unknown, asserted or unasserted, suspected or unsuspected, which you, your spouse and child or children (if any), or your heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors or assigns, ever had, now have or hereafter may have, against such Releasees based on any events or circumstances arising or occurring on or prior to the date this release (the “General Release”) is executed, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) your employment relationship with the Company, the terms and conditions of your employment relationship, and the termination of that employment or (b) your status at any time as a holder of any securities of the Company, and any and all rights or claims arising under


 

federal, state or local laws, executive orders, ordinances, or regulations, including, without limitation, claims for wrongful discharge, infliction of emotional distress, interference with contract or economic relations, breach of any express or implied contract or covenant of good faith and fair dealing, fraud, misrepresentation, defamation, any tort, common law or contract claim, claims of any kind that may be brought in any court or administrative agency, and claims under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Fair Labor Standards Act, which governs wages and other terms and conditions of employment; the Americans with Disabilities Act, which prohibits discrimination against persons with disabilities; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Human Rights Laws of the State and City of New York (or any similar state or local law applicable to you); the Securities Act of 1933; the Securities Exchange Act of 1934; the Sarbanes-Oxley Act; and similar state or local statutes, ordinances, and regulations. This General Release shall not apply to your entitlements hereunder or under the 2003 Agreement or Letter Agreement, to any right you may have to any benefits already vested under any Company benefits plan in which you participated or to any rights you may have to indemnification or liability insurance under any of the Company’s plans or policies.

 

  4. You hereby recognize and reaffirm the promises and obligations contained (i) in Sections 4, 5 and 6 of the 2003 Agreement with respect to your covenants relating to your non-competition, non-solicitation and non-disclosure of confidential information, (ii) the Letter Agreement, and (iii) the Asbury Automotive Group Code of Business Conduct and Ethics for Directors, Officers and Employees.

 

  5. You acknowledge that you have been given a period of twenty-one (21) days to review and consider this General Release and the Letter Agreement before signing. You understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.

 

  6. You acknowledge and understand that you have had the right and opportunity to discuss all aspects of this General Release and the Letter Agreement with your private attorney and that you have been strongly encouraged to do so before signing these documents. You represent that you have carefully read and fully understand all of the provisions of this General Release and the Letter Agreement, and that you are voluntarily entering into them. . This General Release and the Letter Agreement constitute an offer that will expire if you do not execute such documents during the 21-day period.

 

 

7.

You may revoke this General Release and the Letter Agreement within seven (7) days of your signing. Revocation can be made by delivering a written notice of revocation to Philip Johnson, Asbury Automotive Group, 622 Third Avenue, 37th Floor, New York, NY 10017. For this revocation to be effective,


 

written notice must be received by Philip Johnson no later than the close of business on the seventh day after you sign this Agreement. If you revoke this General Release and the Letter Agreement, they will not be effective or enforceable and you will not receive the Separation Benefits or the Additional Benefits described in the Letter Agreement or 2003 Agreement.

 

  8. You hereby waive any right or claim you may have to employment, re-employment or reinstatement with the Company or any other party named in the General Release.

 

  9. It is expressly understood that there is no other agreement or understanding between you and the Company pertaining to the termination of your employment with the Company or the Company’s obligations to you with respect to such termination, except as set forth in this General Release, the Letter Agreement and the 2003 Agreement.

 

  10. Any controversy or claim arising out of or relating to your employment with the Company, the termination of your employment, this General Release, the 2003 Agreement or the Letter Agreement, or its or their breach, shall be finally settled by binding arbitration in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) mutually agreed to by the parties, in or near the city where the Company maintains its corporate headquarters at the time of the dispute. You and the Company agree that any judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

  11. If any provision of this General Release, the 2003 Agreement or Letter Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This excerpt taken from the ABG 8-K filed May 9, 2007.

GENERAL RELEASE

This General Release (this “Agreement”) is entered into between the undersigned Employee, Charles Oglesby (“you” or “your”) and Asbury Automotive Group (the “Company”), 622 Third Avenue, 37th Floor, New York, NY 10017.

In consideration of the mutual promises contained in this Agreement, you and the Company agree to the following:

1.                                       Your employment with the Company terminated effective on _____________ (“Date of Termination”).

2.                                       Subject to the conditions described below, the Company will pay you the severance benefits (the “Severance Benefits”)  provided for in Section _____ of that certain Amended Employment Agreement between you and the Company dated ___________ (the “Employment Agreement”).

3.                                       You hereby agree to release, discharge, indemnify and hold harmless forever the Company and its officers, directors, employees, stockholders, agents, parent companies, subsidiaries, limited liability companies and partnerships, affiliates, successors and assigns from any and all actions, causes of action, contracts, claims, demands and liabilities whatsoever, whether in law or equity, whether known or unknown, which you ever had, now have or hereafter may have, or which your heirs, executors or administrators may have, relating in any way to your employment relationship with the Company, the terms and conditions of  your employment relationship, and the termination of that employment.  This General Release includes a release of any rights or claims pursuant to any federal, state or local laws, executive orders, ordinances, or regulations, including, without limitation, the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Fair Labor Standards Act, which governs wages and other terms and conditions of employment; the Americans with Disabilities Act, which prohibits discrimination against persons with disabilities; claims for wrongful discharge, infliction of emotional distress, interference with contract or economic relations, breach of any express or implied contract or covenant of good faith and fair dealing, or any tort,  common law or contract claim.

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This General Release shall not apply to your entitlements under this Agreement, to any right you may have to any benefits already vested under any Company benefits plan in which you participated or to any rights you may to indemnification or liability insurance under any of the Company’s plans or policies.

4.                                       You hereby recognize and reaffirm the promises and obligations contained in Sections 8 and 9 of the Employment Agreement with respect to your covenants relating to your non-competition, non-solicitation and non-disclosure of confidential information, as well as your obligations under the Asbury Automotive Group Code of Business Conduct and Ethics for Directors, Officers and Employees.

5.                                       You agree to keep confidential and not disclose to anyone (other than your private attorney, and financial advisor and your immediate family) the terms, amount and fact of this Agreement. You and the Company agree that each will not talk about the other or otherwise communicate to anyone in a disparaging or defamatory manner regarding the other, including but not limited to your employment with the Company, the termination of that employment, or the Company’s business strategies, operations, prospects, practices or conduct.  Any request for employment references should be directed to Philip Johnson, VP of Human Resources, Asbury Automotive Group, 622 Third Avenue, 37th Floor, New York, NY 10017.  The provisions of this paragraph shall survive termination of this Agreement.

6.                                       You acknowledge that you have been given a period of twenty-one (21) days to review and consider this Agreement before signing it.  You understand that you may use as much of this twenty-one (21) day period as you wish prior to signing.

7.                                       You acknowledge and understand that you have had the right and opportunity to discuss all aspects of this Agreement with your private attorney and that you have been strongly encouraged to do so before signing this Agreement.  You represent that you have carefully read and fully understand all of the provisions of this Agreement, and that you are voluntarily entering into this Agreement. This Agreement constitutes an offer that will expire if you do not execute the Agreement during the 21-day period.

8.                                       You may revoke this Agreement within seven (7) days of your signing it.  Revocation can be made by delivering a written notice of revocation to Philip Johnson, Asbury Automotive Group, 622 Third Avenue, 37th Floor, New York, NY 10017. For this revocation to be effective, written notice must be received by Philip Johnson no later than the close of business on the seventh day after you sign this Agreement.  If you revoke this

17




Agreement, it will not be effective or enforceable and you will not receive the Severance Benefits.

9.                                       You hereby waive any right or claim you may have to employment, re-employment or reinstatement with the Company or any other party named in the General Release.

10.                                 It is expressly understood that there is no other agreement or understanding between you and the Company pertaining to the termination of your employment with the Company or the Company’s obligations to you with respect to such termination, except as set forth in this Agreement.

11.                                 Any controversy or claim arising out of or relating to your employment with the Company, the termination of your employment, this Agreement, or its breach, shall be finally settled by binding arbitration in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association before an arbitrator (who shall be an attorney with at least ten years’ experience in employment law) mutually agreed to by the parties, in or near the city where the Company maintains its corporate headquarters at the time of the dispute.  You and the Company agree that any judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.                                 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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