Exhibit 10.2






Exhibit 10.2








RELOCATION AGREEMENT





In accepting relocation benefits from Penske Automotive Group (PAG) to relocate, I
affirm that it is my intention to remain with my employer for three years after the move.
Accordingly, I acknowledge and agree that:




	•	 	I understand that the relocation benefits that have been
and/or are extended by my employer to me are conditional upon
my continued employment with my employer for a minimum of
three (3) years from the date hereof (“the transfer date”).
Relocation benefits shall consist of a lump sum payment of
four hundred thousand dollars ($400,000). Employee shall be
responsible for any and all taxes associated with the
relocation benefits. This sum shall constitute full and total
reimbursement for costs associated with my relocation from
New Jersey to Michigan.

	 
	•	 	I understand that in the event that I voluntarily terminate
my employment, or if my employment is terminated “for cause”,
within this three year period from my effective transfer
date, I hereby promise to reimburse PAG for the relocation
benefits distributed to me or on my behalf for my relocation
within 30 days after termination of my employment, according
to the following schedule:

	 
	•	 	If I terminate my employment, or if my employment is
terminated “for cause”, prior to twelve (12) months from my
effective transfer date, I promise to reimburse PAG for 100%
of the full amount of financial assistance provided.

	 
	•	 	If I terminate my employment, or if my employment is
terminated “for cause”, between twelve (12) months and prior
to two (2) years from my effective transfer date, I promise
to repay PAG for 66% of the financial assistance provided.

	 
	•	 	If I terminate my employment, or if my employment is
terminated “for cause”, between twenty-four (24) months and
prior to three (3) years of my transfer date, I promise to
repay PAG for 33% of the financial assistance provided.






“For cause” shall mean:




	 	(a)	 	My conviction of, plea of guilty or nolo contendere to, or
confession of any crime (whether or not involving my employer) involving an act of
moral turpitude or which constitutes a felony in the jurisdiction involved.

	 
	 	(b)	 	Any act of theft, fraud, misappropriation of funds or embezzlement by
me in connection with my work with my employer or its affiliate, or any other act
or acts of dishonesty or other conduct on my part resulting, or intended, or
tending to result, directly or indirectly in substantial financial loss to my
employer.

	 
	 	(c)	 	My failure to comply with the PAG Code of Conduct.





 


 









 






	 	(d)	 	My refusal or failure to follow directions of my employer’s Chief
Executive Officer or designee or failure to devote my “best efforts” to my assigned
duties. For purposes of this Agreement, “best efforts” means that I shall
contribute my best professional skills and services on a full-time basis for the
business and benefit of PAG.

	 
	 	(e)	 	Any other act or event that state statutory or common law has
recognized as good cause for terminating employment.






I understand that all relocation benefits extended me by PAG are gratuitous; and neither the
extension of relocation benefits nor this agreement shall be construed to obligate my employer to
retain me in its employ for any specified period of time. My employer may, at any time, terminate
the employment relationship with or without cause and with or without notice. Should such
termination occur, the employee would not be held responsible for repayment of relocation funds.



	 	 	 	 	 

	Employee Name: (Please Print):
Signature:

	 	David K. Jones
 

/s/ David K. Jones
	 	 
	 
	 	 	 	 
	Date:

	 	August 1, 2011	 	 
	 
	 	 	 	 
	 

	 	 	 
	Management Signature:

	 	/s/ Randall W. Johnson	 	 
	 
	 	 	 	 
	Date:

	 	August 1, 2011	 	 






Relocation benefits will not be processed without a signed Employee Relocation Agreement.