50 of the Top 250 law firms use our Products every day
FIRST AMENDMENT
to
GROUP 1 AUTOMOTIVE, INC.
DEFERRED COMPENSATION
PLAN
Effective January 1, 2008
WHEREAS ,
GROUP 1 AUTOMOTIVE, INC. (the
“Company” ) has heretofore adopted the
GROUP 1 AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN AS AMENDED
AND RESTATED EFFECTIVE JANUARY 1, 2008 (the
“Plan” );
WHEREAS ,
the Company desires to amend the Plan to fully vest Members in the
Employer Deferrals described in Section 3.2(a) of the Plan;
and
WHEREAS,
the Company desires to amend the Plan in various other respects
under the section 409A transition relief provided by Internal
Revenue Service Notice 2007-86;
NOW,
THEREFORE , the Plan is hereby amended as follows:
I. Effective as
of January 1, 2007:
1. Reference
to “and/or Employer Deferrals” in Section 1.1(35)
of the Plan shall be deleted.
2. The
following new Section 1.1(36A) shall be added the
Plan:
|
|
“(36A)
|
|
Scheduled Withdrawal
Subaccounts : Separate subaccounts within a
Member’s Deferral Account to which are credited Member
Deferrals as elected by the Member pursuant to
Section 3.1(d)(ii) and which are adjusted to reflect changes
in value as provided in Section 3.3. A Scheduled Withdrawal
Date shall be designated for each Scheduled Withdrawal Subaccount,
as elected by the Member pursuant to
Section 3.1(d)(ii).”
|
3. Section 3.1(d)(ii)
of the Plan shall be deleted and the following shall be substituted
therefor:
“(ii) A
Member’s Member Deferral election for a Plan Year shall
specify: (A) the portion of the Member’s Member Deferral for
the Plan Year that shall be deferred until the Member’s
Termination of Service and (B) the portion of the
Member’s Member Deferral for the Plan Year that shall be
credited to one or more of the Member’s Scheduled Withdrawal
Subaccounts and deferred until the Scheduled Withdrawal Dates
designated for such subaccounts (i.e., as a Scheduled In-Service
Withdrawal subject to the provisions of Section 6.3). With
respect to clause (B) of the preceding sentence, a Member may
elect to credit all or a portion of his Member Deferral for the
Plan Year to his existing Scheduled Withdrawal Subaccounts, to new
Scheduled Withdrawal Subaccounts, or a combination thereof. If the
Member elects to create a new Scheduled Withdrawal
Subaccount, the
Member’s Member Deferral election for the Plan Year shall
specify a Scheduled Withdrawal Date on which the Scheduled
In-Service Withdrawal of the amounts credited to the subaccount
shall commence if the Member is still employed by the Employer on
that date; provided, however, that the Scheduled Withdrawal Date
must be at least two calendar years after the end of the Plan Year
for which Member Deferrals are first credited to the subaccount.
Notwithstanding anything to the contrary in this Paragraph, a
Member shall not be permitted to create more than the maximum
number of Scheduled Withdrawal Subaccounts permitted under the
administrative procedures established by the Committee in its
discretion. Any Member who fails to elect the time of distribution
of his Compensation for any Plan Year that is deferred under the
Plan in accordance with this Section 3.1(d)(ii) shall be
deemed to have elected to have deferred his Compensation for the
Plan Year until his Termination of Service.”
4. Section 6.3
of the Plan shall be deleted and the following shall be substituted
therefor:
“
6.3 Scheduled In-Service Withdrawals .
|
