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SECOND AMENDMENT TO
GROUP 1 AUTOMOTIVE, INC.
DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED 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 provide for the deferral
of Director Compensation payable in shares of the common stock of
the Company; and
WHEREAS ,
the Company desires to make certain clarifying amendments to the
Plan;
NOW,
THEREFORE , the Plan is hereby amended as follows:
I. Effective as
of January 1, 2008, the following shall be added to the end of
Section 3.1(d)(vii) of the Plan:
“except with
respect to Compensation earned prior to such
date.”
II. Effective
as of January 1, 2009:
1. The
following new Paragraph (1) shall be added to
Section 13.2 of the Plan, and the subsequent Paragraphs of
Section 13.2 shall be renumbered:
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“(1)
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Common Stock
. The common stock, par
value $0.01 per share, of the Company, or any security into which
such common stock may be exchanged, substituted or converted by
reason of any transaction or event of the type described in
Paragraph XII of the Group 1 Automotive, Inc. 2007 Long Term
Incentive Plan (the “2007 LTIP”).”
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2. Section 13.2(3)
of the Plan shall be deleted and the following shall be substituted
therefor:
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“(3)
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Director Compensation
. The pay paid in cash
or in shares of Common Stock to or for the benefit of a Member for
services performed while a Member with respect to such
Member’s (i) general service as a Director, (ii)
membership on a committee of the Board, (iii) chairmanship of
any such committee and (iv) attendance (physically or
otherwise) at any meeting of the Board or committee thereof,
including the portion thereof that a Member could have received in
cash or in shares of Common Stock in lieu of deferrals made
pursuant to Section 13.4(b).”
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3. A new
Section 13.2(5) shall be added to the Plan as
follows:
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“(5)
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Director Stock
Compensation . Director Compensation paid in shares
of Common Stock.”
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4. Section 13.4(b)
of the Plan shall be deleted and the following shall be substituted
therefor:
“(b) Such
Member may elect to defer a portion of his Director Compensation
for a Plan Year in an amount up to 100% of his Director
Compensation, in any manner permitted under the administrative
procedures established by the Committee in its sole discretion, by
executing and filing with the Committee the Director Compensation
deferral election prescribed by the
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