exv10w3



 





Exhibit 10.3




PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT




     THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the
effective date set forth on the attached notice of grant (the “Grant Notice”), between GROUP 1
AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the employee set forth on the Grant
Notice (“Employee”).



     1. Award. Pursuant to the GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN, as
amended (the “Plan”), the number of shares (the “Restricted Shares”) of the Company’s common stock
set forth in the Grant Notice shall be issued as hereinafter provided in Employee’s name subject to
certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by
Employee (which shall be demonstrated by Employee’s execution of the Grant Notice) and upon
satisfaction of the conditions of this Agreement and the Grant Notice. Employee acknowledges
receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to
all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant
to the terms thereof. In the event of any conflict between the terms of this Agreement and the
Plan, the Plan shall control. The Plan and the Grant Notice are incorporated herein by reference
as a part of this Agreement. Capitalized terms used but not defined herein shall have the meanings
attributed to such terms in the Plan.



     2. Restricted Shares. Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:




     (a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the
extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the
event of termination of Employee’s employment with the Company for any reason other than
death or Disability (as hereinafter defined), Employee shall, for no consideration, forfeit
to the Company all Restricted Shares to the extent then subject to the Forfeiture
Restrictions. The prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of employment are herein referred to as
the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of the Restricted Shares. For purposes of this
Agreement, the term “Disability” shall mean that Employee has become disabled within the
meaning of section 409A(a)(2)(C) of the Code and applicable administrative authority
thereunder.




     (b) Lapse of Forfeiture Restrictions. With respect to each Performance Period
(as defined on Exhibit A hereto, which Exhibit is fully incorporated herein by this
reference), the Forfeiture Restrictions shall lapse as to the Restricted Shares in
accordance with the performance-based vesting schedule set forth on Exhibit A (the “Vesting
Schedule”), provided that Employee has been continuously employed by the Company from the
date of this Agreement through the date that the Committee certifies the results for such
Performance Period. To the extent that performance target(s) are not



Performance-based restricted stock agreement




 









 







achieved in a particular Performance Period, if they are determined by the Committee to
be achieved on a cumulative basis with respect to such Performance Period during any
subsequent Performance Period during the Term, in accordance with the provisions of Exhibit
A, then the Forfeiture Restrictions shall lapse as to the corresponding percentage of
Restricted Shares set forth with respect to such Performance Period on the Vesting Schedule.
To the extent that the performance target(s) with respect to any Performance Period(s) are
not achieved during the Term of this Agreement in accordance with the requirements of
Exhibit A, the corresponding percentage of Restricted Shares as set forth on the Vesting
Schedule with respect to such Performance Period(s) shall be forfeited to the Company. The
Company shall not issue fractional shares and shall round to the nearest whole share when
calculating vesting and lapsing of the Forfeiture Restrictions. Notwithstanding the
foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then
subject to the Forfeiture Restrictions on the date Employee’s employment with the Company is
terminated by reason of death or Disability.




     (c) Certificates. A certificate evidencing the Restricted Shares shall be
issued by the Company in Employee’s name, pursuant to which Employee shall have all of the
rights of a stockholder of the Company with respect to the Restricted Shares, including,
without limitation, voting rights and the right to receive dividends (provided, however,
that dividends paid in shares of the Company’s stock (“Stock Dividends”) shall be subject to
the Forfeiture Restrictions). Employee may not sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of the Restricted Shares and any Stock Dividends thereon until the
Forfeiture Restrictions have expired and a breach of the terms of this Agreement shall cause
a forfeiture of the Restricted Shares and any Stock Dividends thereon. The certificate shall
be delivered upon issuance to the Secretary of the Company or to such other depository as
may be designated by the Committee as a depository for safekeeping until the forfeiture of
such Restricted Shares and any Stock Dividends thereon occurs or the Forfeiture Restrictions
lapse pursuant to the terms of the Plan and this award. On the date of this Agreement,
Employee shall deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares and any Stock Dividends thereon. As soon as practicable following the
lapse of the Forfeiture Restrictions without forfeiture as to any portion of the Restricted
Shares and any Stock Dividends thereon, the Company shall cause a new certificate or
certificates to be issued without legend (except for any legend required pursuant to
applicable securities laws or any other agreement to which Employee is a party) in the name
of Employee in exchange for the certificate evidencing the Restricted Shares and any Stock
Dividends thereon. However, the Company, in its sole discretion, may elect to deliver the
certificate either in certificate form or electronically to a brokerage account established
for Employee’s benefit at a brokerage/financial institution selected by the Company.
Employee agrees to complete and sign any documents and take additional action that the
Company may request to enable it to deliver the shares on Employee’s behalf.




     (d) Corporate Acts. The existence of the Restricted Shares shall not affect in
any way the right or power of the Board or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company,


 Performance-based restricted stock agreement




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any issue of debt or equity securities, the dissolution or liquidation of the Company
or any sale, lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding. The prohibitions of Section 2(a) hereof
shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of
the Company, but the stock, securities or other property received in exchange therefor shall
also become subject to the Forfeiture Restrictions and provisions governing the lapsing of
such Forfeiture Restrictions applicable to the original Restricted Shares for all purposes
of this Agreement and the certificates representing such stock, securities or other property
shall be legended to show such restrictions.



     3. Withholding of Tax/Tax Election. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in compensation income to Employee for
federal or state income tax purposes, Employee shall deliver to the Company at the time of such
receipt or lapse, as the case may be, such amount of money as the Company may require to meet its
obligation under applicable tax laws or regulations or make such other arrangements to satisfy such
withholding obligation as the Company, in its sole discretion, may approve. In addition, the
Company may withhold unrestricted shares of stock of the Company (valued at their fair market value
on the date of withholding of such shares) otherwise to be issued upon the lapse of the Forfeiture
Restrictions or from any cash compensation otherwise payable to the Employee to satisfy its
withholding obligations. If Employee makes the election authorized by section 83(b) of the Code in
connection with the award of the Restricted Shares, Employee shall submit to the Company a copy of
the statement filed by Employee to make such election.



     4. Status of Stock. Employee agrees that the Restricted Shares issued under this
Agreement will not be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable securities laws, whether federal or state, or the Company’s Code of
Conduct. Employee also agrees that (a) the certificates representing the Restricted Shares may bear
such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture
Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse
to register the transfer of the Restricted Shares on the stock transfer records of the Company if
such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the
opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the
Company may give related instructions to its transfer agent, if any, to stop registration of the
transfer of the Restricted Shares.



     5. Employment Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an employee or a
consultant of either the Company, a parent or subsidiary corporation (as defined in section 424 of
the Code) of the Company, or any successor corporation. Nothing in the adoption of the Plan, nor
the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon
Employee the right to continued employment or engagement as a consultant by the Company or affect
in any way the right of the Company to terminate such employment or consulting relationship at any
time. Unless otherwise expressly provided in a written employment or consulting agreement or by
applicable law, Employee’s employment or engagement as a consultant by the Company shall be on an
at-will basis, and the employment and/or consulting relationship may be terminated at any time by
either Employee or the


 Performance-based restricted stock agreement




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Company for any reason whatsoever, with or without cause. Any question as to whether and when
there has been a termination of such employment and/or consulting relationship, and the cause of
such termination, shall be determined by the Committee, and its determination shall be final.



     6. Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of Employee, such notices or communications shall be
effectively delivered if hand delivered to Employee at his principal place of employment or if sent
by registered or certified mail to Employee at the last address Employee has filed with the
Company. In the case of the Company, such notices or communications shall be effectively delivered
if sent by registered or certified mail to the Company at its principal executive offices.



     7. Entire Agreement; Amendment. This Agreement and the documents incorporated by
reference herein replace and merge all previous agreements and discussions relating to the same or
similar subject matters between Employee and the Company and constitute the entire agreement
between Employee and the Company with respect to the subject matter of this Agreement; provided,
however, that the terms of this Agreement shall not modify and shall be subject to the terms and
conditions of any employment, consulting and/or severance agreement between the Company and
Employee in effect as of the date a determination is to be made under this Agreement. Without
limiting the scope of the preceding sentence, except as provided therein, all prior understandings
and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby
null and void and of no further force and effect. Any modification of this Agreement shall be
effective only if it is in writing and signed by both Employee and an authorized officer of the
Company.



     8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Employee.



     9. Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.


 Performance-based restricted stock agreement




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EXHIBIT A

TO

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

VESTING SCHEDULE



Vesting in General: The term of this Agreement (the “Term”) shall commence on January 1, 2007 and
end on December 31, 2010. With respect to each fiscal year of the Company ending respectively on
December 31, 2007, December 31, 2008, December 31, 2009, and December 31, 2010 (each, a
“Performance Period”), a percentage of the Restricted Shares and any Stock Dividends thereon shall
vest according to the Vesting Schedule set forth below based upon the satisfaction of the
performance targets described below (the “Performance Targets”) for such Performance Period;
provided, however, that if vesting does not occur with respect to the Restricted Shares and any
Stock Dividends thereon that are first subject to vesting as a result of the Company’s performance
with respect to a particular Performance Target during such Performance Period, such Restricted
Shares and any Stock Dividends thereon may become vested upon the satisfaction of such Performance
Target on a cumulative basis during multiple consecutive Performance Periods during the Term, as
described below.




	 	 	 	 	 
	 	 	 	 	Number of Shares
	Performance Period End Date	 	Performance Target	 	Subject to Vesting
	 
	 	 	 	 
	December 31, 2007
	 	Gross Margin	 	2,500
	December 31, 2007
	 	Same Store Revenue Growth	 	2,500
	December 31, 2007
	 	Reduction of SG&A	 	2,500
	 
	 	 	 	 
	December 31, 2008
	 	Gross Margin	 	2,500
	December 31, 2008
	 	Same Store Revenue Growth	 	2,500
	December 31, 2008
	 	Reduction of SG&A	 	2,500
	 
	 	 	 	 
	December 31, 2009
	 	Gross Margin	 	2,500
	December 31, 2009
	 	Same Store Revenue Growth	 	2,500
	December 31, 2009
	 	Reduction of SG&A	 	2,500
	 
	 	 	 	 
	December 31, 2010
	 	Gross Margin	 	2,500
	December 31, 2010
	 	Same Store Revenue Growth	 	2,500
	December 31, 2010
	 	Reduction of SG&A	 	2,500





For sake of clarity, each 2,500 share increment of the Restricted Shares (and any Stock Dividends
thereon) shall vest on the basis of the achievement of a single Performance Target in a particular
Performance Period (or cumulatively, in multiple Performance Periods, as described below), without
regard to the Company’s performance with respect to the other Performance Targets during such
Performance Period.



Performance Targets: In order to achieve the vesting of the numbers of Restricted Shares and any
Stock Dividends thereon for a particular Performance Target in a particular Performance Period as
set forth in the Vesting Schedule, the corresponding Performance Target (as described below) must
be met for such Performance Period, based upon the results from the Company’s


Exhibit A to Performance-based restricted stock agreement




A-1









 






operations as published in the Company’s filings with the Securities Exchange Commission, and
certified by the Committee.





	1.	 	Gross Margin: The Company must have a total gross margin of ___% for such Performance
Period.
	 
	2.	 	Same Store Revenue Growth: The Company’s same store revenue growth (expressed as a
percentage and based on total revenue) for such Performance Period shall be at or above the
median same store revenue growth for the Peer Organizations (as defined below) for such
Performance Period.
	 
	3.	 	Reduction of SG&A: The Company must experience a reduction of sales, general and
administrative (“SG&A”) expenses, expressed as a percentage of gross profit, during such
Performance Period to at least the level corresponding to such Performance Period as set forth
in the schedule below:





	 	 	 
	Calendar Year	 	Level of SG&A Expenses
	2007

	 	                    %
	2008

	 	                    %
	2009

	 	                    %
	2010

	 	                    %





Peer Organizations: “Peer Organizations” for purposes of the Same Store Revenue Growth performance
target include the following five publicly traded companies in the automotive retail sector:
Asbury Automotive, AutoNation, Lithia Motors, Sonic Automotive, and United Auto.



No company shall be added to, or removed from, such list of Peer Organizations during the term of
this Agreement; provided, however, that a company shall be removed from such list of Peer
Organizations for a Performance Period if (a) during such period, (i) such company ceases to
maintain publicly available statements of operations prepared in accordance with United States
generally accepted accounting principles, consistently applied (“GAAP”), (ii) such company is not
the surviving entity in any merger, consolidation, or other non-bankruptcy reorganization (or
survives only as a subsidiary of an entity other than a previously wholly owned subsidiary of such
company), (iii) such company sells, leases, or exchanges all or substantially all of its assets to
any other person or entity (other than a previously wholly owned subsidiary of such company), or
(iv) such company is dissolved and liquidated, or (b) more than 20% of such company’s revenues
(determined on a consolidated basis based on the regularly prepared and publicly available
statements of operations of such company prepared in accordance with GAAP) for any fiscal year of
such company that ends during such Performance Period are attributable to the operation of
businesses other than automotive retail sales and such company does not provide publicly available
statements of operations with respect to its automotive retail business that are separate from the
statements of operations provided with respect to its other businesses. Any organization that is
removed from such list of Peer Organizations pursuant to the provisions of this paragraph shall not
be included in the list of Peer Organizations for any subsequent Performance Period after the
Performance Period in which it was so removed.


Exhibit A to Performance-based restricted stock agreement





A-2









 







Calculations of whether the Performance Targets have been achieved under this Agreement shall be
based upon the Company’s and the Peer Organizations’ respective financial results as described in
their respective regularly prepared and publicly available consolidated statements of operations
prepared in accordance with GAAP. Notwithstanding the foregoing, in the event that an
Extraordinary Event (as defined below) occurs during any Performance Period, the Committee shall
determine whether the Performance Targets have been met by the Company with respect to such
Performance Period by using financial information of the Company and, to the extent publicly
available, for the Peer Organizations, that is adjusted to exclude the portion of the Company’s
(and, as applicable, the Peer Organizations’) financial results attributable to dealerships located
in the geographic area(s) and/or business line(s) impacted by such Extraordinary Event, as
applicable.



For purposes of this Agreement, “Extraordinary Event” shall mean:





	1.	 	The occurrence of a natural disaster in a county or parish in which a dealership of the
Company is located, if such natural disaster results in the declaration by the federal
government that the county or parish has experienced a major disaster or, in the case of a
dealership located in the United Kingdom, a declaration is made by the applicable governmental
authority that the county or parish in which such dealership is located experienced a disaster
that entitles persons in such county to apply for governmental disaster assistance.






	2.	 	The discontinuation of the production of new automobiles by an automobile manufacturer that
supplies Company dealerships or the loss by the Company or particular dealerships of the
Company of franchise rights from such a manufacturer.





Cumulative Vesting Opportunity: Notwithstanding the foregoing, if in any Performance Period during
the Term (other than the Performance Period for the fiscal year ending December 31, 2010), the
Company did not achieve any of the Performance Target set forth above as to such Performance
Period, Employee will continue to have the opportunity to satisfy such Performance Target(s)
on a cumulative basis. A Performance Target will be determined by the Committee to have been
satisfied with respect to a particular Performance Period on a cumulative basis if, taking
into account the average rate of the Company’s performance as to such Performance Target based
on all completed Performance Periods during the Term prior to the date of determination, the
Company achieved such Performance Target.




Exhibit A to Performance-based restricted stock agreement





A-3