EX-10.1




AMENDED AND RESTATED




UNITED AUTO GROUP, INC.




NON-EMPLOYEE DIRECTOR COMPENSATION PLAN




October 20, 2004




I. Introduction and Definitions




	 	A.	 	Purpose. The purpose of this Plan is to promote the interests of United Auto
Group, Inc. and its affiliates and stockholders by helping to attract and retain highly
qualified non-employee directors. This Plan amends and restates the Amended and Restated
United Auto Group, Inc. Non-Employee Director Compensation Plan adopted by the Board of
Directors on December 10, 2003.






	 	B.	 	Definitions. Unless the context clearly indicates otherwise, the following terms,
when used in the Plan, shall have the meanings set forth in this section:






1. “Board” shall mean the Board of Directors of the Company.




	 	2.	 	“Company” shall mean United Auto Group, Inc., a Delaware corporation, and any
successor corporation.






3. “Director” shall mean a member of the Board.




4. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




	 	5.	 	“Non-Employee Director” shall mean a Director who is not also a salaried employee
of the Company or any of its subsidiaries.






	 	6.	 	“Payment Date” shall mean a date selected by the Board which falls within the first
quarter of the year following the year in which a Non-Employee Director served on the
Board.






	 	7.	 	“Plan” shall mean this Amended and Restated United Auto Group, Inc. Non-Employee
Director Compensation Plan, as set forth herein and as it may be amended from time to
time.






	 	8.	 	“Stock” shall mean shares of the Voting Common Stock of the Company, par value
$0.0001 per share.





II. Non-Employee Director Fees




	 	A.	 	Fee. Each Non-Employee Director shall be paid for each year or partial year of
service a fee of $40,000 or, in the event the Director is a member of the Audit Committee
of the Board, $45,000 (pro rated for partial years) (the “Fee”). The Fee may reduced,
increased or otherwise amended from time to time by the Board and all references to the Fee
shall include such amounts as so amended.






	 	B.	 	Manner of Payment. The Non-Employee Director must annually elect whether to
receive the Fee in the form of cash or Stock. This election must be received by the
Company on or before December 31 (the “Election Date”) of each year. Once made, this
election is irrevocable for such year.






	 	C.	 	Payment Date. That portion of the Fee not deferred shall be paid on the
Payment Date. If a Non-Employee Director fails to elect the manner of payment of the Fee
by the Election Date, or if a Non-Employee Director’s election to receive the Fee in Stock
has not been previously approved by the Board, then that Non-Employee Director’s Fee shall
be payable in Cash.






D. Election to Receive Fee in Stock 




	 	1.	 	A Non-Employee Director’s election to receive the Fee in Stock
must be approved by the Board prior to the Payment Date.






	 	2.	 	If a Non-Employee Director’s election is approved by the Board,
then the Non-Employee Director’s Fee, if not deferred, shall be paid in shares
of Stock or, if deferred, then payable in Units, the number of which will be
determined as follows: by dividing the Fee, (or the prorated portion for
partial years) by the average of the closing market price of the Stock as
reported on the New York Stock Exchange for the 20 trading days immediately
preceding and including the Payment Date.






	 	3.	 	Such shares of Stock shall not be subject to any transfer or
resale restrictions other than those applicable under federal and state
securities laws.






	 	4.	 	If a Non-Employee Director becomes a member of the Board after
the Election Date, then such Director may elect to receive the Fee in the form
of Stock on the Payment Date by making such election within 30 days after
becoming a Director, provided that such election shall be subject to approval
by the Board.





III. Deferral of Non-Employee Director Fee.




	 	A.	 	Introduction: Non-Employee Directors, on an individual basis, may defer all or
part of their Fee until such time as their service on the Board terminates.






	 	B.	 	Manner of Deferral: On or before the Election Date, a Non-Employee Director
may elect to defer all or a portion of the Fee (the “Deferred Fee”). Such election shall be
irrevocable for the period of service for which the Fee is payable. The Deferred Fee will
be credited to the Non-Employee Director’s deferred fees account (the “Deferred Fees
Account”) as of the Payment Date and accounted for pursuant to the manner of payment
elected by the Non-Employee Director until fully paid out.






	 	C.	 	Deferral of Stock: If a Non-Employee Director elects to receive the Fee in
Stock, the payment of which has been deferred in whole or in part, then the Non-Employee
Director’s Deferred Fees Account will be credited with the number of stock units (“Units”),
calculated to the nearest thousandths of a Unit, determined by dividing the amount of the
Deferred Fee by the average of the closing market price of the Stock as reported on the New
York Stock Exchange for the 20 trading days immediately preceding and including the Payment
Date. The Non-Employee Director’s Deferred Fees Account will also be credited with the
number of Units determined by multiplying the number of Units in the Non-Employee
Director’s Deferred Fees Account by any per share cash dividends declared by the Company on
its Stock and dividing the product by the closing market price of the Stock as reported on
the New York Stock Exchange on the related dividend payment date, and also by multiplying
the number of Units in the Non-Employee Director’s Deferred Fees Account by any stock
dividends declared by the Company on its Stock.






	 	D.	 	Deferral of Cash: If a Non-Employee Director elects to receive the Fee in
cash, the payment of which has been deferred in whole or in part, then the Non-Employee
Director’s Deferred Fees Account (a) will be credited on the Payment Date in an amount
equal to the Deferred Fee, and (b) will be credited as of the end of each calendar quarter
additional compensation equal to interest on the amounts credited to such account from the
date credited (or the end of the preceding quarter, if later) to the end of such quarter at
the rate of interest payable on the last issue of U.S. 90-day Treasury Bills made prior to
the end of such quarter, as published in the Wall Street Journal.






	 	E.	 	Recapitalization: If, as a result of a recapitalization of the Company
(including stock splits), the Company’s outstanding shares of Stock shall be changed into a
greater or smaller number of shares, the number of Units credited to a Non-Employee
Director’s Deferred Fees Account shall be appropriately adjusted on the same basis.






F. Distribution of Deferred Fees.




	 	1.	 	Upon a Non-Employee Director’s retirement, death or other termination of his
membership on the Board (collectively, “Termination”), the Non-Employee Director shall
receive the amount credited to his Deferred Fees Account in five substantially equal
annual installments commencing on the first Payment Date following the Non-Employee
Director’s Termination (the “Installment Payment Date”). Upon request of the
Non-Employee Director, and subject to the Board’s approval, distributions may be made
in a lump sum following the Non-Employee Director’s Termination or in installments,
equal or otherwise, more rapidly than provided in this paragraph.






	 	2.	 	Survivor Payout Elections. In the event of a Non-Employee Director’s death
prior to receiving all entitled deferred payments, the value of the Deferred Fees
Account on the date of the Non-Employee Director’s death shall be determined and paid
to the beneficiary(s) designated by the Non-Employee Director (or, failing such
designation, to the Non-Employee Director’s estate) in accordance with the installment
schedule set forth in paragraph F(1) above, unless the Non-Employee Director has
elected to have the remaining payments made in a single lump sum upon his death, in
which case a lump sum payment will be made to the designated beneficiaries or the
Non-Employee Director’s estate as soon as practicable after the Non-Employee Director’s
death.






3. Form of Payment Elections.




	 	a)	 	All installment payments from the Non-Employee Director’s Deferred Fees
Account shall be in the form of cash.






	 	b)	 	Notwithstanding the preceding paragraph, upon request of the
Non-Employee Director, and subject to the Board’s approval, a Non-Employee
Director, former Non-Employee Director, or deceased Non-Employee Director’s
beneficiary or legal representative may elect at anytime to have any or all
payouts, or remaining payouts, of the Non-Employee Director’s Deferred Fees Account
paid out in cash or in shares of the Stock.






4. Determination of Amount of Cash Installment Payments.




	 	a)	 	The amount of the first cash installment payment shall be a fraction of
the Cash and/or Units in the Non-Employee Director’s Deferred Fees Account on the
first Installment Payment Date, the numerator of which is one and the denominator
of which is the total number of installments elected. Each subsequent installment
shall be calculated in the same manner as of each subsequent Installment Payment
Date except that the denominator shall be reduced by the number of installments
which have been previously paid.






	 	b)	 	The amount of cash payable for deferred fees accounted for as Units
based on the Company’s Stock value will be paid as described above, based on the
number of Units in the Non-Employee Director’s Deferred Fees Account on the
Installment Payment Date multiplied by the closing market price of the Company’s
Stock as reported on the New York Stock Exchange on the last trading day preceding
the Installment Payment Date.






5. Determination of Amount of Installment Payments in Shares of Stock.




	 	(a)	 	The amount of the first installment payment payable in shares of the
Stock for deferred fees shall be a fraction of the value of the Cash and/or Units
in the Non-Employee Director’s Deferred Fees Account on the date of the first
Installment Payment Date, the numerator of which is one and the denominator of
which is the total number of installments elected. Each subsequent installment
shall be calculated in the same manner as of each subsequent Installment Payment
Date except that the denominator shall be reduced by the number of installments
which have been previously paid.






	 	(b)	 	If a payout to be made in shares of the Stock is based on deferred fees
accounted for as Cash, the number of shares payable shall be determined by dividing
the amount of cash that would otherwise be payable by the closing market price of
the Stock as reported on the New York Stock Exchange on the last trading day
preceding the Installment Payment Date.






	 	(c)	 	Except for the final installment payment, only whole shares shall be
payable, and the value of any fractional share payable shall re retained in the
Non-Employee Director’s Deferred Fees Account until the final installment payment,
at which time the value of any fractional share payable shall be paid in cash,
based on the fractional share multiplied by the closing market price of Stock as
reported on the New York Stock Exchange on the last trading day preceding the
Installment Payment Date.





IV. General Terms




	 	A.	 	Unfunded Plan. It is presently intended that the fund constitute an unfunded
plan for deferred compensation. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase units or place any
units in a trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books, records, or other
evidence of the existence of a segregated or separately maintained or administered fund for
such purposes.






	 	B.	 	Effective Date. The Amended and Restated Compensation Plan shall be effective
upon approval by the Board.






	 	C.	 	Amendment and Termination of the Plan. The Board in its discretion may
terminate the Plan or alter or amend the Plan or any part thereof from time to time.






	 	D.	 	Rule 16b-3. The terms and conditions of each grant of a Stock or Units under
the Plan shall be approved in advance by the Board for purposes of the exemption from
Section 16(b) of the Exchange Act available under Rule 16b-3(d)(1) and other applicable
rules promulgated under Section 16 the Exchange Act.






	 	E.	 	Nonassignability. It shall be a condition of this Plan (and all rights of
each Non-Employee Director and beneficiary shall be subject thereto) that no amount payable
hereunder shall be assignable in whole or in part, either directly or by operation of law
except by will or the laws of descent or distribution. Further, no right or interest of
each Non-Employee Director or beneficiary under the Plan shall be liable for, or subject
to, any obligation or liability of such director or beneficiary, including claims for
alimony or the support of any spouse.




1









FORM OF NOTICE OF ELECTION FOR FORM OF PAYMENT FOR

NON-EMPLOYEE DIRECTOR SERVICES




TO: (Input Director’s Name and Address)



I. Manner of Payment Election



Pursuant to the United Auto Group, Inc.’s Non-Employee Director Compensation Plan, for the
annual fees payable to me as a Director of the Company for the year ending December 31, 2003, I
hereby irrevocably elect:



To receive shares of United Auto Group, Inc. Voting Common Stock, par value $0.0001 per share,
in lieu of cash in payment of the annual fee. The shares should be issued according to
instructions set forth below; or




Cash in payment of the annual fee.



II. Deferral Option Election



Pursuant to the United Auto Group, Inc.’s Non-Employee Compensation Plan, I hereby irrevocably
elect to defer the amount of the annual fee payable to me as Director of the Company for the year
ended December 31, 2003, as follows:




   % of, or $   of my annual fee.



The amount or percentage of the annual fee deferred shall be in the manner of payment elected
in Section I.



III. Beneficiary 



A. If my membership on the Company’s Board of Directors is terminated by death, or if I shall
die after I cease to serve as a Director but before complete distribution of my Deferred Fees
Account, I direct the balance in such account to be paid to:




   




Name of Designated Beneficiary




   




Address




   



	 	 	 
	   , 20   

Date

	 	Relationship to Me

   

Director







B. If my membership on the Company’s Board of Directors is terminated by death, or if I
shall die after I cease to serve as a Director but before complete distribution of my Deferred Fees
Account, I direct the balance in such account to be paid:




In one lump sum to the Designated Beneficiary




In accordance with the Plan’s Installment Payment Schedule or the schedule previously
elected by me and approved by the Board.



IV. Special Instructions



   



   



   



V. Signature



	 	 	 
	   , 20   

Date

	 	   

Director







Name:    



Address:    




   



Social Security Number:    




2