exv10w49






Exhibit 10.49




Group 1 Automotive




Corporate Aircraft Usage Policy



Revised: November 7, 2007




			
	I.	 	POLICY





     This policy governs the use of Group 1 corporate aircraft by Group 1 associates and their
guests. Any use of the aircraft must be approved by the Chairman of the Board or the President and
CEO of Group 1 Automotive.




			
	II.	 	GUIDELINES ON USEAGE






	 	A.	 	General. Aircraft use is generally restricted to company business, or
entertainment related to company business. Personal use of the aircraft is discouraged due
to unfavorable IRS deductibility, compensation, and disclosure treatment (see Appendix
A). In exigent circumstances, personal use of the aircraft shall be considered by and
require the approval of the Chairman of the Board and the President and CEO of
Group 1.
	 
	 	B.	 	Supplement to Commercial Air Travel. The aircraft should be used to supplement
commercial air travel. Common sense should be employed when planning travel so that use of
corporate aircraft hours is maximized.
	 
	 	C.	 	Upgrades. Upgrades of aircraft should be limited to situations where seating
capacity and/or range are considerations. Any proposed upgrade should be noted on the
Aircraft Request Form and approved by the person approving the use of the aircraft.
	 
	 	D.	 	Primary Service Area; Other Limitations. Aircraft operations are limited to
the Primary Service Area of the Fractional Interest Program (all of the contiguous United
States, southern Canada, Mexico, and portions of the Caribbean). In addition, aircraft
operations are currently limited to FAR Part 135 operations, which impose certain
restrictions on runway length and weather reporting capability at the destination airfield.
Most primary and regional airports will meet FAR Part 135 requirements; however, in
certain cases, these restrictions may require the selection of an alternate destination
airfield.
	 
	 	E.	 	Corporate Risk. Those responsible for planning and/or booking a trip should
consider who is traveling on the aircraft from a corporate risk perspective. Situations in
which a number of top executives or board members are traveling together should be avoided.
A point system will be used to determine who may fly together on the aircraft (see
Appendix B).




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	III.	 	COORDINATING TRAVEL; APPROVAL






	 	A.	 	Travel Coordinator. All travel must be coordinated through the office of the
President and CEO. Every attempt should be made to coordinate travel arrangements at least
48 hours in advance.
	 
	 	B.	 	Requests; Approval. Requests for use of the aircraft shall be submitted by
completing an “Aircraft Request Form” (see Appendix C) to the appropriate approving
person. Use of the aircraft by Group 1 associates must be approved by the Chairman of the
Board or the President and CEO. Use of the aircraft by members of the Board of Directors
of Group 1 must be approved by the Chairman of the Board.
	 
	 	C.	 	Notice of Upcoming Trips. The office of the President and CEO will publish a
notice of upcoming trips to company officers, so that if there is a business need for other
employees to travel to that destination, they may be considered for transport.
	 
	 	D.	 	Trip Log. The office of the President and CEO will maintain a trip log to
track, with respect to each trip, the date, destination(s), business purpose, and
passengers.






			
	IV.	 	OTHER MATTERS






	 	A.	 	Regulation; Group 1 Policy. Aircraft passengers must abide by all
jurisdictional laws and regulations, fractional program terms and conditions, as well as
all Group 1 corporate policies.
	 
	 	B.	 	Logistics. Passengers should arrange to be at the departure location at least
15 minutes prior to the assigned departure time. Delays can add unnecessary expense to the
program. Travelers are encouraged to travel “light” as there are weight and luggage space
restrictions on smaller aircraft.
	 
	 	C.	 	Ground Transportation; Catering. Ground transportation and in-flight meals can
be coordinated through the travel coordinator. Ground transportation should be limited to
taxi, rental car or town car service (no limousines).






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Appendix A




Personal Use of the Aircraft




     Where the company-provided airplane is used for personal purposes (including entertainment) by
employees, their relatives or other individuals accompanying them, the value of the trip(s) must
generally be included in the taxable income of the employee, unless the individual repays the
company using a method generally acceptable to the IRS (SIFL rate). In November of 2007, the
Compensation Committee of the Board approved the personal use of the aircraft by Earl Hesterberg,
the President and CEO, for up to 40 hours per year, provided that Mr. Hesterberg reimburse the
company using the generally accepted rate cited above.



     The Jobs Creation Act of 2004 added a provision to limit the company’s deductions in the case
of personal use by specified individuals (including corporate officers) of corporate aircraft to
the amount the individual includes as taxable compensation. Based on IRS procedures, companies
must determine all expenses relating to the aircraft based on occupied seat hours or occupied seat
miles flown, and allocate these expenses to any personal use by specified individuals, their
relatives and other companions.



     Where a spouse, dependent or other individual accompanies the employee on a trip that is a
qualified business trip for the employee, their expenses will be considered personal and therefore
taxable to the employee unless it can be established that there was a bona fide business purpose
for them to make the trip (and substantiation requirements are met). This is a facts and
circumstances determination, to be determined by the Chairman of the Board and President and CEO.



     Where expenses for the personal use of a company aircraft are attributable to an employee that
is subject to the excess compensation limitations under Section 162(m) of the Internal Revenue Code
of 1986, the company’s deduction will be disallowed to the extent that the employee’s income
(including the expenses attributable to personal use of the aircraft) exceed the annual $1 million
excess compensation threshold.








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Appendix B




Group 1 Automotive




Points System for Determining Flight Risk




     In determining who may fly together on the aircraft, consideration must be given to succession
risk. The following point system will help determine if passengers should be scheduled on
alternative forms of transportation to minimize these risks. Any score over 100 requires
the approval of the Chairman of the Board of Directors. Absent such approval, the trip planner
shall be required to re-schedule the trip to get the score below 100.



	 	 	 	 	 
	Position	 	Points per passenger
	CEO and/or President
	 	 	50	 
	Board Member
	 	 	25	 
	Executive Vice President
	 	 	25	 
	Senior Vice President
	 	 	25	 
	Vice President (two or less)
	 	 	15	 
	3rd or 4th Vice President
	 	 	25	 
	 
	 	 	 	 
	TOTAL
	 	 	 	 
	 
	 	 	 	 






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Appendix C




Group
1 Automotive




Aircraft Request Form





	 	 	 
	Name:

	 	 







	 	 	 
	Department:

	 	 







	 	 	 
	Date of Proposed Trip:

	 	 










Request to Upgrade Aircraft to Type:




	 	 	 
	 


	 	 






Reason: Range Capacity (circle one/both)









Business purpose of proposed trip:





 






 





Leg 1:




	 	 	 	 	 	 	 
	 	 	City, State	 	Airport
	Origin:
	 	 
	Destination:
	 	 






Passengers:





 






 





Ground Transportation:                                                       
                                             
               
Catering:                                 
       




Leg 2:




	 	 	 	 	 	 	 
	 	 	City, State	 	Airport
	Origin:
	 	 
	Destination:
	 	 






Passengers:





 






 





Ground Transportation:                                                     
                                                              Catering:                                 
       




Leg 3:




	 	 	 	 	 	 	 
	 	 	City, State	 	Airport
	Origin:
	 	 
	Destination:
	 	 






Passengers:





 






 





Ground Transportation:                                                     
                                                              Catering:                                 
       




	 	 	 
	Date:                                                           
                      
	 	Approved by:                                                 
                                                              
	 
	 	CEO or Chairman (only)