exv10w48






Exhibit 10.48




INCENTIVE COMPENSATION, CONFIDENTIALITY, 




NON-DISCLOSURE AND NON-COMPETE AGREEMENT



     This Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement
(“Agreement”) is entered into between Group 1 Automotive, Inc. (“Employer”), and Mark Iuppenlatz
(“Employee”), as of January 1, 2010 (the “Effective Date”).



RECITALS




     WHEREAS, Employer desires to grant to Employee shares of restricted stock or restricted
stock units (collectively “Restricted Stock”) as part of an incentive compensation plan to
encourage Employee’s loyalty, future performance and continued employment with Employer.



     WHEREAS, in exchange for Employer granting to Employee shares of restricted stock or
restricted stock units and providing Employee with certain confidential and proprietary information
and trade secrets for the purpose of carrying out his employment responsibilities (as set forth in
Section 2 of this Agreement), Employee agrees to the non-competition provisions of Section 3 of
this Agreement.



AGREEMENT




     For and in consideration of the mutual promises, covenants, and obligations contained
herein, Employer and Employee agree as follows:



1. INCENTIVE COMPENSATION




     1.1. Initial Grant. Employer hereby grants to Employee 10,000 shares of Restricted Stock in
accordance with the terms and conditions of Employer’s Long Term Incentive Plan and pursuant to the
Restricted Stock Agreement attached hereto as Exhibit “A,” which is incorporated by reference as if
set forth fully herein (the “Restricted Stock Agreement”). Such shares of Restricted Stock shall
vest as follows: (i) forty percent (40%) of the shares (or units) shall vest on January 1, 2012;
(ii) twenty percent (20%) of the shares (or units) shall vest on January 1, 2013; (iii) twenty
percent (20%) of the shares (or units) shall vest on January 1, 2014; and (iv) twenty percent (20%)
of the shares (or units) shall vest on January 1, 2015.



     1.2. Additional Grants. Employee shall be eligible to receive additional grants under
Employer’s Long Term Incentive Plan in such amounts as determined in the sole discretion of the
Compensation Committee, including grants of options or Restricted Stock.



     1.3. Options. If Employee is granted stock options, Employee shall enter into a separate
written stock option agreement pursuant to which Employee shall be granted the option to acquire
common stock of Employer subject to the terms and conditions of Employer’s Long Term Incentive
Plan, or any successor plan, and the stock option agreement entered into thereunder. The number of
shares, exercise price per share and other terms of the options shall be as specified in such other
written agreement, unless modified specifically herein.



     1.4. Condition of Grants. The rights and liabilities of Employer and Employee regarding
entitlement to, and vesting of, any incentive compensation granted pursuant to this Agreement shall
be conditioned and dependent on the Employee’s consent and agreement to the promises set forth in
Sections 2 and 3 of this Agreement. In the event that any provision set



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forth in Sections 2 and 3 are violated, Employer shall have the right, among other remedies,
to demand forfeiture of any equity award realized during the twelve (12) months prior to such
violation or declaration.




     1.5. Transition Bonus. Upon Commencement of employment, Employer will pay to Employee the
gross sum of Seventy-Five Thousand Dollars and Zero Cents ($75,000.00), less applicable
withholdings, to compensate for Employee’s transition expenses. Employee understands that should
he voluntarily resign within the first twelve (12) months of his employment with Employer, he will
be required to pay back to Employer the entire Transition Bonus less one-twelfth (1/12) the entire
bonus for each complete month he is employed.



2. OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS




     2.1. Provision of Confidential and Proprietary Information. Employer owns certain
confidential and proprietary information and trade secrets which Employer promises to provide to
Employee for the purpose of carrying out his employment responsibilities hereunder. Furthermore,
Employer promises to provide Employee with confidential and proprietary information and trade
secrets regarding Employer and its subsidiaries and affiliates, in order to assist Employee in
satisfying his obligations hereunder. Employer shall provide Employee with specialized training
including orientation, sales and financial information, and computer and systems training.



     2.2. Return of Proprietary Material. All information, ideas, concepts, improvements,
discoveries, and inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during Employee’s employment by
Employer (whether during business hours or otherwise and whether on Employer’s premises or
otherwise) which relate to Employer’s or any of its subsidiaries’ or affiliates’ businesses,
products or services (including, without limitation, all such information relating to corporate
opportunities, research, financial and sales data, pricing and trading terms, evaluations,
opinions, interpretations, acquisition prospects, the identity of customers or their requirements,
the identity of key contacts within the customer’s organizations or within the organization of
acquisition prospects, or marketing and merchandising techniques, prospective names, and marks)
shall be disclosed to Employer and are and shall be the sole and exclusive property of Employer.
Upon termination of Employee’s employment, for any reason, Employee promptly shall deliver the
same, and all copies thereof, to Employer.



     2.3. Nondisclosure of Confidential Information. Except as required by law or process,
Employee promises that he will not, at any time during or after his employment by Employer, make
any unauthorized disclosure of any confidential business information or trade secrets of Employer
or its subsidiaries or affiliates, or make any use thereof, except in the carrying out of his
employment responsibilities hereunder. As a result of Employee’s employment by Employer, Employee
may also from time to time have access to, or knowledge of, confidential business information or
trade secrets of third parties, such as customers, suppliers, partners, joint venturers, and the
like, of Employer and its subsidiaries and affiliates. Employee also agrees to preserve and
protect the confidentiality of such third party confidential information and trade secrets to the
same extent, and on the same basis, as Employer’s or any of its subsidiaries’ or affiliates’
confidential business information and trade secrets.



     2.4. Ownership of Copyrighted Works. If, during Employee’s employment by Employer, Employee
creates any original work of authorship fixed in any tangible medium of expression which is the
subject matter of copyright (such as videotapes, written presentations



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on acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps,
architectural renditions, models, manuals, brochures, or the like) relating to Employer’s, or any
of its subsidiaries’ or affiliates’ businesses, products, or services, whether such work is created
solely by Employee or jointly with others (whether during business hours or otherwise and whether
on Employer’s or any of its subsidiaries’ or affiliates’ premises or otherwise), Employer shall be
deemed the author of such work if the work is prepared by Employee in the scope of his employment;
or, if the work is not prepared by Employee within the scope of his employment, but is specially
ordered by Employer or any of its subsidiaries or affiliates as a contribution to a collective
work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the work shall be considered to be work
made for hire and Employer or any of its subsidiaries or affiliates shall be the author of the
work. If such work is neither prepared by Employee within the scope of his employment, nor a work
specially ordered that is deemed to be a work made for hire, then Employee hereby agrees to assign,
and by these presents does assign, to Employer all of Employee’s worldwide right, title, and
interest in and to such work and all rights of copyright therein.




     2.5. Protection of Proprietary Material. Both during the period of Employee’s employment by
Employer and thereafter, Employee shall assist Employer, or any of its subsidiaries or affiliates
and their nominees, at any time, in the protection of Employer’s or any of its subsidiaries’ or
affiliates’ worldwide right, title, and interest in and to information, ideas, concepts,
improvements, discoveries, and inventions, and its copyrighted works, including without limitation,
the execution of all formal assignment documents requested by Employer or any of its subsidiaries
or affiliates or their nominees and the execution of all lawful oaths and applications for patents
and registration of copyright in the United States and foreign countries.



3. NON-COMPETITION OBLIGATIONS




     3.1. Non-Competition Obligations. Ancillary to and in consideration for the mutual promises
contained in Section 2 of this Agreement, and in consideration for Employer’s promises contained in
Section 1 of this Agreement, and as an additional incentive for Employer to enter into this
Agreement, Employer and Employee agree to the non-competition provisions of this Section 3.1.
Employee agrees that during the period of Employee’s non-competition obligations hereunder,
Employee will not, directly or indirectly for Employee or for others:




	 	(i)	 	engage in the Restricted Area in any business competitive with any line of
business conducted by Employer or any of its subsidiaries or affiliates (including
without limitation any public or private auto retailer);
	 
	 	(ii)	 	render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged in the Restricted Area, directly or indirectly,
in any business competitive with any line of business conducted by Employer or any of
its subsidiaries or affiliates (including without limitation any public or private auto
retailer);
	 
	 	(iii)	 	engage in any business of, render advice or services to, or otherwise assist,
any private or public automobile dealership consolidator owning ten (10) or more
dealerships at the time Employee seeks to engage in any business of, render advice or
services to, or otherwise assist any such automobile dealership consolidator;




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	 	(iv)	 	solicit or accept the business of, or call upon, any customer or client of
Employer with whom Employee has had any business dealings during his employment with
Employer for the purpose of conducting competitive business or otherwise seeking profit
from a competitive activity; and
	 
	 	(v)	 	encourage or induce any current or former employee of Employer or any of its
subsidiaries or affiliates to leave the employment of Employer or any of its
subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in
the hiring of any such employee by any person, association, or entity not affiliated
with Employer or any of its subsidiaries or affiliates; provided, however, that nothing
in this subsection (v) shall prohibit Employee from offering employment to any prior
employee of Employer or any of its subsidiaries or affiliates who was not employed by
Employer or any of its subsidiaries or affiliates at any time in the twelve (12) months
prior to the termination of Employee’s employment.




The non-competition obligations set forth in this Section 3.1 shall apply during Employee’s
employment and for a period of two (2) years after termination of employment. If Employer or any
of its subsidiaries or affiliates abandons a particular aspect of its business, that is, ceases
such aspect of its business with the intention to permanently refrain from such aspect of its
business, then this post-employment non-competition covenant shall not apply to such former aspect
of that business. Provided, however, this Section shall not apply if Employee seeks employment
with a automotive manufacturer.



For purposes of this Section 3.1, the term “Restricted Area” shall mean a 50-mile radius from each
dealership that Employer has an ownership interest in on the date of Employee’s termination of
employment with Employer.




     3.2. Future Employment.



          3.2.1. If Employee in the future, seeks or is offered employment, or any other position or
capacity with another company or entity, Employee agrees to inform each new employer or entity,
before accepting employment, of the existence of the restrictions contained in Section 3.1.
Further, before taking any employment position with any person during the non-competition period,
Employee agrees to give prior written notice to Employer of the name of such person or entity.
Employer shall be entitled to advise such person or entity of the provisions of Section 3.1 and to
otherwise deal with such person or entity to ensure that the provisions of this Section are
enforced and duly discharged.



          3.2.2. If Employee in the future seeks or is offered employment with another company or
entity, Employee may provide Employer with written notice stating the name of the prospective
employer, Employee’s prospective position, responsibilities and duties, and the industry or
industries in which the prospective employer operates. Employer shall have ten (10) business days
from receipt of such notice to notify Employee of its belief that such prospective employment would
be a violation of the provisions of Section 3.1. If Employer fails to respond to Employee in
writing within such ten (10) business day period, Employer shall be estopped from asserting its
rights, if any, arising from a violation of Section 3.1 by reason of such employment as described
in such notice.



     3.3. Tolling of Restrictive Periods. If the Employee violates any of the restrictions
contained in Section 3.1, the restrictive periods shall be suspended and will not run in favor of



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the Employee until such time as the Employee cures the violation to the satisfaction of
Employer.




     3.4. Acknowledgment. Employee understands that the foregoing restrictions may limit his
ability to engage in certain businesses in locations where the Employer conducts business during
the period provided for above, but acknowledges that Employee’s job duties during his employment
with Employer, receipt of Employer’s confidential and proprietary information and trade secrets (as
well as access to certain confidential and proprietary information and trade secrets) and
Employee’s receipt of sufficiently high remuneration and other benefits under this Agreement
justifies such restriction.



     3.5. Materiality and Conditionality of Section. Section 3.1 is material to this Agreement.
Employee’s agreement to strictly comply with Section 3.1 is a precondition for Employee’s receipt
of payments and vesting of Restricted Stock and stock options pursuant to Section 1 of this
Agreement. Whether or not Section 3.1 or any portion thereof has been held or found invalid or
unenforceable for any reason whatsoever by a court or other constituted legal authority of
competent jurisdiction, upon any violation of Section 3.1 or any portion thereof, or upon a finding
that a violation would have occurred if such Section or any portion thereof were enforceable, the
Employee and Employer agree that (i) the Employee’s interest in the Restricted Stock and stock
options pursuant to Section 1 of this Agreement shall automatically lapse and be forfeited; (ii)
Employer shall have no obligation to make any further payments to Employee under the terms of
Section 1 of this Agreement; and (iii) Employer shall be entitled to receive the full value of any
payments which were previously made to the Employee pursuant to Section 1 of this Agreement in the
previous twelve (12) months, as well as the value of any Restricted Stock or stock options that may
have vested during the past twelve (12) months from the date of the Employee’s termination, for any
reason, to the date on which a court or arbitration panel held or found the non-compete article to
have been violated.



     3.6. Survival of Section. The Employee and Employer agree that all of the covenants contained
in Section 3.1 shall survive the termination or expiration of this Agreement, and agree further
that in the event any of the covenants contained in Section 3.1 shall be held by any court to be
effective in any particular area or jurisdiction only if said covenant is modified to be limited in
its duration or scope, then, at the sole option of Employer, the provisions of Section 3.5 may be
deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall
apply. In the event Employer does not elect to trigger application of Section 3.5, then the court
shall have such authority to so reform the covenants and the parties hereto shall consider such
covenants and/or other provisions of Section 3 to be amended and modified with respect to that
particular area or jurisdiction so as to comply with the order of such court and, as to all other
jurisdictions, the covenants contained herein shall remain in full force and effect as originally
written. Should any court hold that the covenants in Section 3.1 are void and otherwise
unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions
of this Section 3.6, the provisions of Section 3.5 shall be applicable and the rights, liabilities
and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of
Employer, Employer may consider such covenants to be amended and modified so as to eliminate
therefrom the particular area or jurisdictions as to which such covenants are so held void or
otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants
contained herein shall remain in full force and effect as originally written.








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4. TERMINATION




     Employee’s employment and this Agreement (except for Sections 2 and 3), shall terminate upon
the occurrence of any of the following events:



     4.1. Subject to any applicable legal requirements, in the event the Employee becomes
“permanently disabled or incapacitated”. The term “permanently disabled or incapacitated”
means any ailment or condition that prevents the Employee from actively carrying out his
duties hereunder for the Employer for a continuous period of one hundred twenty (120) days.
At the expiration of the one hundred twenty (120) day period, this Agreement shall be deemed
terminated. Employee will be paid his regular salary in effect at the start of such
disability up to the entire one hundred twenty (120) day period of disability.



     4.2. The written agreement of both the Employer and Employee.



     4.3. Termination For Cause. The Employer may terminate Employee with Cause as defined below.
For purposes of this Agreement, “Cause” shall mean: (i) indictment or conviction of any felony or
of any crime involving dishonesty; (ii) participation in any fraud or act of dishonesty against the
Employer; (iii) a violation of Employer policy which causes a material detriment to the Employer;
(iv) breach of Employee’s duties to the Employer, including but not limited to unsatisfactory
performance of job duties, in the sole reasonable determination of the Employer, which Employee
fails to correct within thirty (30) days after Employee is given written notice; (v) intentional
damage to any property of the Employer; (vi) conduct by Employee which, in the good faith and
reasonable determination of the Employer, demonstrates gross unfitness to serve; and (vii) material
breach of this Agreement.



     4.4. The death of Employee.



     4.5. Termination Without Cause. Employee’s employment with Employer can be terminated by the
Employer at anytime without cause on thirty (30) days’ written notice by Employer. In the event
Employer terminates this Agreement without cause, Employer has the option to provide Employee
thirty (30) days’ pay in lieu of thirty (30) days’ written notice at Employer’s sole option. This
pay in lieu of notice is in addition to any severance that Employee may be eligible for as provided
in Section 4.8 below.



     4.6. Termination by Employee. Notwithstanding any other provisions of this Agreement,
Employee shall have the right to terminate the employment relationship under this Agreement at any
time for any of the following reasons:




	 	(i)	 	A breach by Employer of any material provision of this Agreement or the
occurrence of a “Constructive Termination Event,” which shall be defined as the failure
by the Employer to pay the Employee’s compensation as provided in this Agreement,
relocation without the Employee’s consent of the Employee’s primary employment location
to a location that is more than 50 miles from the location to which he will be required
to report on his first day of employment, a material diminution in the Employee’s
position, duties, responsibilities, reporting status, or authority, or if the Employee
is requested to perform any illegal activity or to sign-off on any inappropriate
financial statement or acknowledgement, except that before exercising his right to
terminate the employment relationship pursuant to any of the provisions of this
subsection (i), the Employee must first give written




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	 	 	 	notice to the Employer’s Board of Directors of the circumstances purportedly giving
rise to his right to so terminate and must provide the Employer with a minimum
fifteen (15) days to correct the problem, unless correction is inherently
impossible;






	 	(ii)	 	The involuntary reduction of Employee’s base salary or incentive compensation
targets (other than a reduction in such targets applied consistently to the Company’s
other executive officers that is designed to account for changes in relative EPS
projections as a result of such Corporate Change) within six (6) months after the
occurrence of any Corporate Change (defined below) that is not cured by Employer or its
successor, as applicable, within thirty (30) days of receiving detailed written notice
of such event from Employee. A “Corporate Change” shall mean the first to occur of any
of the following events: (1) an acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) (each, a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either: (i)
the then outstanding shares of common stock of Employer (the “Outstanding Common
Stock”) or (ii) the combined voting power of the then outstanding voting securities of
Employer entitled to vote generally in the election of directors (the “Outstanding
Voting Securities”); excluding, however, the following: (A) any acquisition directly
from Employer (including without limitation any public offering), other than an
acquisition by virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from Employer; (B) any acquisition by
Employer; (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by Employer or any Person controlled by Employer; or (D) any acquisition
by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (1) of this definition of “Corporate Change”); (2) within any period of 24
consecutive months, a change in the composition of the board of directors of Employer
(the “Board”) such that the individuals who, immediately prior to such period,
constituted the Board (such Board will be hereinafter referred to as the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, for purposes of this definition of “Corporate Change” that any individual who
becomes a member of the Board during such period, whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a majority
of those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as
though such individual were a member of the Incumbent Board; but, provided further,
that any such individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board
will not be so considered as a member of the Incumbent Board; provided further that any
individual who voluntarily resigns from the Board in connection with the reduction in
size of the Board will not be deemed to be a member of the Incumbent Board; (3) the
consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of Employer (a “Corporate Transaction”);
excluding, however, such a Corporate Transaction pursuant to which (i) all or
substantially all of the individuals and




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	 	 	 	entities who are the beneficial owners, respectively, of the Outstanding Common
Stock and Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the entity resulting from such Corporate
Transaction (including, without limitation, an entity which as a result of such
transaction owns Employer or all or substantially all of the Employer’s assets,
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate Transaction, of
the Outstanding Common Stock and Outstanding Voting Securities, as the case may be,
(ii) no Person (other than Employer, any employee benefit plan (or related trust)
sponsored or maintained by Employer, by any entity controlled by Employer, or by
such entity resulting from such Corporate Transaction) will beneficially own,
directly or indirectly, more than 50% of, respectively, the outstanding shares of
common stock of the entity resulting from such Corporate Transaction or the combined
voting power of the outstanding voting securities of such corporation entitled to
vote generally in the election of directors, except to the extent that such
ownership existed with respect to Employer prior to the Corporate Transaction, and
(iii) individuals who were members of the Board immediately prior to the approval by
the stockholders of Employer of such Corporate Transaction will constitute at least
a majority of the members of the board of directors of the entity resulting from
such Corporate Transaction (it is intended that this subsection (3) include
Corporate Transactions that result in entities other than corporations that are
governed by bodies other than a board of directors, including without limitation,
limited liability companies that are governed by a board of managers); or (4) the
approval by the stockholders of Employer of a complete liquidation or dissolution of
Employer, other than to a corporation pursuant to a transaction which would comply
with clauses (i), (ii) and (iii) of subsection (3) of this definition of “Corporate
Change,” assuming for this purpose that such transaction were a Corporate
Transaction. Any such Corporate Change must also constitute a change in control as
such phrase is defined in section 409A(a)(2)(A)(v) of the Internal Revenue Code of
1986, as amended (the “Code”) and the guidance issued thereunder, including
consideration of all applicable attribution of ownership rules under section 318 of
the Code to the extent required by any guidance under section 409 A of the Code; or






	 	(iii)	 	For any other reason whatsoever, in the sole discretion of Employee, upon
thirty (30) days’ written notice by Employee.




The termination of Employee’s employment by Employee shall constitute an “Involuntary Termination”
if made pursuant to Section 4.6(i) or 4.6(ii). The termination of Employee’s employment by
Employee shall constitute a “Voluntary Termination” if made pursuant to Section 4.6(iii).




     4.7. Payments Upon Voluntary Termination and Termination for Cause. Upon a “Voluntary
Termination” of the employment relationship by Employee pursuant to Section 4.6(iii), or for
“Cause” by Employer pursuant to Section 4.3, all compensation and benefits for Employee shall cease
and terminate as of the date of termination, and Employee shall not be entitled to Severance Pay
(as defined in Section 4.8 below). Employee shall be entitled to pro



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rata salary through the date of such termination, but Employee shall not be entitled to any
bonuses with respect to the operations of Employer, its subsidiaries and/or affiliates for the
calendar year in which Employee’s employment with Employer is terminated.




     4.8. Severance Pay. Upon “Involuntary Termination” of the employment relationship pursuant to
Sections 4.6(i) or 4.6(ii), or upon “Termination Without Cause” pursuant to Section 4.5, the
Employer shall pay Employee severance in the amount of one (1) year of base salary at his most
recent rate of pay, less standard deductions and withholdings (“Severance Pay”), in a single lump
sum payment on the first (1st) day of the seventh (7th) month following the
Employee’s “separation from service” (within the meaning of Treasury Regulation § 1.409A-1(h)) with
the Employer (“Separation from Service”) provided that Employee has not breached his obligations
under sections 2 and 3 of this Agreement and provided Employee first executes, and does not revoke,
and delivers to the Employer a valid release substantially in the form attached hereto as Exhibit
“B” within ninety (90) days following the Employee’s Separation from Service. With the exception
of the ten thousand (10,000) shares issued pursuant to Exhibit “A,” upon “Involuntary Termination”
of the employment relationship pursuant to Sections 4.6(i) or 4.6(ii), or upon “Termination Without
Cause” pursuant to Section 4.5, all Restricted Stock granted to Employee shall become 100% vested.
Employee will be entitled to a pro-rated bonus (based on the termination date), calculated in
accordance with the Employer’s Incentive Compensation Plan and paid by March 15th of the year
following the release of earnings for the year in which such termination occurred. Employee shall
not be under any duty or obligation to seek or accept other employment following an Involuntary
Termination and the amounts due Employee hereunder shall not be reduced or suspended if Employee
accepts subsequent employment. As noted in the Long Term Incentive Plan, the rights and
liabilities of Employer and Employee regarding entitlement to vesting of all Restricted Stock shall
be conditioned and dependent on the Employee’s consent and agreement to the promises set forth
therein and to the enforceability of such covenants stated therein. Employee’s rights and remedies
under this Section 4.8 shall be Employee’s sole and exclusive rights and remedies against Employer
or its subsidiaries or affiliates concerning Employee’s employment and termination from Employer,
and Employer’s and its subsidiaries’ and affiliates’ sole and exclusive liability to Employee under
this Agreement, in contract, tort, or otherwise, for any Involuntary Termination of the employment
relationship or concerning Employee’s employment and termination from Employer.



5. MISCELLANEOUS




     5.1. Fiduciary Duties. Employee acknowledges and agrees that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of Employer or any of
its subsidiaries or affiliates and to do no act which would be inconsistent with those duties. In
keeping with these duties, Employee shall make full disclosure to Employer of all business
opportunities pertaining to Employer’s business and shall not appropriate for Employee’s own
benefit business opportunities concerning the subject matter of the fiduciary relationship.



     5.2. Employment At-Will. Employee agrees and understands that nothing in this Agreement shall
confer any right with respect to continuation of employment with Employer, nor shall it interfere
in any way with Employee’s right or Employer’s right to terminate Employee’s employment at any
time, with or without cause, with or without notice (except as set forth in Section 4.5 and
4.6(iii)).



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     5.3. Definition of “Affiliates” and “Affiliated.” For purposes of this Agreement the terms
“affiliates” or “affiliated” means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with Employer.



     5.4. Prohibition of Publication of Certain Information. Except as required by law or process,
Employee shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any oral or written statements about Employer at any of
its subsidiaries’ or affiliates’ directors, officers, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential information about
Employer or any of its subsidiaries’ or affiliates’ business affairs, officers, employees, agents,
or representatives; or that constitute an intrusion into the seclusion or private lives of Employer
or any of its subsidiaries’ or affiliates’ directors, officers, employees, agents, or
representatives; or that give rise to unreasonable publicity about the private lives of Employer or
any of its subsidiaries’ or affiliates’ officers, employees, agents, or representatives; or that
place Employer or its subsidiaries’ or affiliates’ officers, employees, agents, or representatives
in a false light before the public; or that constitute a misappropriation of the name or likeness
of Employer or any of its subsidiaries’ or affiliates’ or its officers, employees, agents, or
representatives. Except as required by law or process, the Employer shall refrain, and shall use
its best efforts to assure that its directors, officers, employees, agents and representatives, and
its subsidiaries and affiliates and their directors, officers, employees, agents and
representatives, shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any untrue oral or written statements about the Employee
that are slanderous, libelous, or defamatory; or that disclose private or confidential information
about the Employee; or that constitute an intrusion into the seclusion or private life of the
Employee; or that give rise to unreasonable publicity about the private life of the Employee; or
that place the Employee in a false light before the public.



     5.5. Notice. For purposes of this Agreement, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:



     If to Employer to:


Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, TX 77024

Attn: Presiding Director of the Board




     With a copy to:


Fisher & Phillips LLP

2050 Main Street, Suite 1000

Irvine, CA 92614

Attn: John M. Polson, Esq. and



Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, TX 77024

Attn: General Counsel




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     If to Employee:


Mark Iuppenlatz

2911 Providence Trail Lane

Charlotte, NC 28270



Either Employer or Employee may furnish a change of address to the other in writing in accordance
herewith, except that notices of changes of address shall be effective only upon receipt.




     5.6. Governing Law. This Agreement shall be governed in all respects by the law of the State
of Texas, excluding any conflict-of-law rule or principle that might refer the construction of the
Agreement to the laws of another State or country.



     5.7. No Waiver. No failure by either party hereto at anytime to give notice of any breach by
the other party of, or to require compliance with, any condition or provision of this Agreement
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.



     5.8. Severability. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the fullest extent
permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the
application thereof to any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant,
or remedy shall be construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining provisions of this
Agreement or the application thereof to any person, association, or entity or circumstances other
than those to which they have been held invalid or unenforceable, shall remain in full force and
effect.



     5.9. Arbitration. The parties agree that any claim, dispute, and/or controversy that they may
have arising from, related to, or having any relationship or connection whatsoever with this
Agreement, Employee’s employment, or other association with the Company, shall be submitted to and
determined exclusively by binding arbitration under the Federal Arbitration Act. In addition to
any other requirements imposed by law, the arbitrator selected shall be a retired Judge, or
otherwise qualified individual to whom the parties mutually agree, and shall be subject to
disqualification on the same grounds as would apply to a Judge. The arbitrator shall apply the
Federal Rules of Civil Procedure and Evidence, including all rules of pleading, discovery, evidence
and all rights to resolution of the dispute by means of motions for summary judgment and judgment
on the pleadings. Resolution of the dispute shall be based solely upon the law governing the
claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited
to, notions of “just cause”) other than such controlling law. The arbitrator shall have the
immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator,
which immunity supplements any other existing immunity. Likewise, all communications during or in
connection with the arbitration proceedings are privileged. Awards shall include the arbitrator’s
written reasoned opinion. All hearings pursuant to this Section shall be held in Harris County,
Texas.



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     5.10. Injunctive Relief. Employee agrees that breach of the restrictive covenants contained in this
Agreement will irreparably harm the Employer for which it may not have an adequate remedy at law.
As such, notwithstanding Section 5.9 of this Agreement, Employee agrees that the Employer shall be
entitled to seek injunctive relief, including but not limited to temporary, preliminary, final
injunctions, temporary restraining orders, and temporary protective orders, from a court of
competent jurisdiction to enforce said covenants in the event of breach or threatened breach by
Employee.




     5.11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of Employer, its subsidiaries and affiliates and any other person, association, or entity which may
hereafter acquire or succeed to all or a portion of the business or assets of Employer by any means
whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s rights
and obligations under this Agreement are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by
operation of law or otherwise, by Employee without the prior written consent of Employer.
Notwithstanding anything to the contrary in this Section 5.11 or elsewhere in the Agreement, in the
event of the Employee’s death after becoming entitled to receipt of any payment or benefit, but
before receiving all such payments or benefits, the remaining payments shall be made to the
Employee’s survivors or estate and the remaining benefits shall be provided to his widow or other
survivors to the same extent and in the same manner as if he were still alive.



     5.12. Entire Agreement. Except as provided in (1) written company policies promulgated by
Employer dealing with issues such as securities trading, business ethics, governmental affairs and
political contributions, consulting fees, commissions and other payments, compliance with law,
investments and outside business interests as officers and employees, reporting responsibilities,
administrative compliance, and the like, (2) the written benefits, plans, and programs referenced
in Section 1.3 of this Agreement or (3) any signed written agreements contemporaneously or
hereafter executed by Employer and Employee, this Agreement constitutes the entire agreement of the
parties with regard to such subject matters, and contains all of the covenants, promises,
representations, warranties, and agreements between the parties with respect to such subject
matters and replaces and merges previous agreements and discussions pertaining to the employment
relationship between Employer and Employee.



     5.13. Headings. The headings contained in this Agreement are for reference only and shall not
affect the meaning or interpretation of any provision of this Agreement.



     5.14. Amendment. No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties hereto.



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     5.15. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but both of which together will constitute one and the same instrument



     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first stated above.



	 	 	 	 	 	 	 	 	 
	DATE:

	 	1/4/10	 	 	 	 	 	GROUP 1 AUTOMOTIVE, INC.
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Darryl M. Burman
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	Darryl M. Burman
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	Vice President
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:
	 	1/4/10	 	 	 	 	 	/s/ Mark Iuppenlatz
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	MARK IUPPENLATZ







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