Business Context and Reporting Period
Company: Asbury Automotive Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 7, 2006
Subject: Entry into a Material Definitive Agreement (Fourth Amendment to Employment Agreement for Kenneth B. Gilman, President and CEO).
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a legal disclosure regarding executive compensation terms.
Material Changes
The filing details the Fourth Amendment to the employment agreement for Kenneth B. Gilman, effective September 7, 2006. Key changes include:
- Term Extension: Employment term renewed through December 31, 2007, with an option for the Company to extend through April 30, 2008.
- Severance Increase: Severance pay for termination without Good Cause increased from one year to two years of Base Salary, plus the prior year's actual bonus.
- Additional Bonus Provision: If terminated after June 30, 2007 (excluding Good Cause/Good Reason), Mr. Gilman receives a pro-rated Target Bonus for the year of termination.
- Definition Changes: "Good Reason" no longer includes the appointment of a Chief Operating Officer but now includes non-renewal of the agreement at term expiration.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. The primary contingency noted is the potential financial obligation to Mr. Gilman under various termination scenarios defined in the amended agreement.
Investor Verification Checklist
- Verify the total potential severance liability for Mr. Gilman based on his current Base Salary and 2006 bonus earnings.
- Review the full text of Exhibit 10.1 (Fourth Amendment) for specific definitions of "Good Cause" and "Good Reason."
- Confirm whether the Company intends to exercise the option to extend the term through April 30, 2008.
- Check subsequent filings for any changes to the executive compensation structure or additional amendments.