Exhibit 10.16





EXHIBIT 10.16




AMENDED AND RESTATED PENSKE AUTOMOTIVE GROUP, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN




February 14, 2011





	I.	 	Introduction and Definitions







	 	A.	 	Purpose. The purpose of this Plan is to promote the interests of Penske
Automotive Group, Inc. and its stockholders by helping to attract and retain highly
qualified non-employee directors. This Plan, previously known as the “Amended and
Restated United Auto Group, Inc. Non-Employee Director Compensation Plan”, was
originally adopted on December 10, 2003, and was subsequently amended and restated
effective as of as of October 20, 2004, and as of October 25, 2007. The Company now
amends and restates the Plan on the date provided above, and such amended and restated
Plan shall apply to Fees earned after December 31, 2010, and any payment or deferral of
such Fees as otherwise provided for under the Plan.

	 
	 	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 or its
Compensation and Management Development Committee.

	 
	 	2.	 	“Code” shall mean the Internal Revenue Code of 1986, as
amended.

	 
	 	3.	 	“Company” shall mean Penske Automotive Group, Inc., a Delaware
corporation, and any successor corporation.

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

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

	 
	 	6.	 	“Non-Employee Director” shall mean a Director who is not also a
salaried employee of the Company or any of its subsidiaries. Only Non-Employee
Directors may participate in the Plan.

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

	 
	 	8.	 	“Plan” shall mean this Amended and Restated Penske Automotive
Group, Inc. Non-Employee Director Compensation Plan as effective on the date as
provided for above, as set forth herein, and as it thereafter may be amended
from time to time.

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

	 
	 	10.	 	“Termination of Service”, and any similar term used in the
Plan, means a Non-Employee Director’s separation from service as defined under
Section 409A of the Code.





 


 









 






	II.	 	Non-Employee Director Fees







	 	A.	 	Fee. Each Non-Employee Director shall be paid for each calendar year of
service a fee of $40,000 or, in the event the Director is a member of the Audit
Committee of the Board or is a Committee Chairperson, such amount shall be increased by
$5,000 for each such additional position (the “Fee”); provided, however, that
the Fee shall be prorated for any partial calendar year of service as a Non-Employee
Director. The Fee may be 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 elect in advance and in
writing whether all or a portion of such Fee shall be deferred according to Section
III. This election must be received by the Company on or before December 31 (the
“Election Date”) of the preceding calendar year. Once made, this election is
irrevocable for the subsequent calendar year and will remain in effect for Fees earned
for all future calendar year periods until the Non-Employee Director makes a valid
subsequent written election. The Non-Employee Director shall also elect in advance of
the Payment Date to receive all or a part of the Fee in the form of cash or Stock.

	 
	 	C.	 	Payment Date. That portion of the Fee not deferred shall be paid in full 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 paid 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 determined by dividing the Fee by the closing market price of the
Stock as reported on the New York Stock Exchange on the Payment Date or, if
deferred, then allocated in Units to the Non-Employee Director’s Deferred Fees
Account using the same method of determination.

	 
	 	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.





 


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	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”); provided,
that a Non-Employee Director who first commences service on the Board during the course
of a calendar year, rather than prior to such year, may make such election to defer
with respect to such year not later than the 30th day following the date on
which the Non-Employee Director first commences service, and such deferral election
shall be effective with regard to Fees earned during such calendar year. Such election
shall be irrevocable for the period of service for which the Fee is payable and will
remain for all future calendar year periods until the Director makes a valid subsequent
election. The Deferred Fee will be credited to a notional account maintained by the
Company to record the Non-Employee Director’s Deferred Fee (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.

	 
	 	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 closing market price of the Stock as
reported on the New York Stock Exchange on 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 with an additional amount equal to the interest on the amounts credited to such
Deferred Fees 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.





 


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	 	F.	 	Distribution of Deferred Fees.







	 	1.	 	Upon a Non-Employee Director’s Termination of Service, 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 of Service (the
“Installment Payment Date”), unless prior to the time specified in
Section III.B., the Non-Employee Director elects a different time or form of
payment. The installment payments provided for in this Section III.F.1. shall
be treated as a right by the Non-Employee Director to a series of separate
annual installment payments.

	 
	 	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(ies) 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
Section III.F.1. above, unless the Non-Employee Director, prior to time
specified in Section III.B. above, 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 any time 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.




 


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	 	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 be 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.







	 	6.	 	Six-Month Delay In Certain Payments. Notwithstanding the
provisions of Section III.F.1. above, if a Non-Employee Director is a specified
employee (within the meaning of the default provisions for determining
specified employees under Section 409A of the Code) with respect to the Company
at the time of his or her Termination of Service, all payments that would have
been due during the six-month period following the Non-Employee Director’s
Termination of Service shall be paid on the date that is six months and one day
after the Non-Employee Director’s Termination of Service (or, if earlier, as
soon as practicable after the date of the Non-Employee Director’s death).







	IV.	 	General Terms







	 	A.	 	Unfunded Plan. The Plan constitutes 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 cash, Stock
or 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.





 


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	 	B.	 	Effective Date. The amended and restated Plan shall be effective on the date
it is approved 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.

	 
	 	F.	 	Section 409A of the Code. To the extent applicable, it is intended that this
Plan comply with the provisions of Section 409A of the Code. The Plan shall be
interpreted and administered in a manner consistent with this intent.





 


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2012 PAG DIRECTOR COMPENSATION ELECTION FORM




To:



1. Election for Annual Fee




Pursuant to the Penske Automotive Group (“PAG”) Non-Employee Director Compensation Plan, as
amended (“Plan”), for the cash annual fee payable to me as a Director of PAG for the year
ending December 31, 2012, I hereby irrevocably elect to receive:




	o	 	A cash payment of $40,000 (plus $5,000 for Audit Committee members and Committee
Chairpersons) in 2013; or

	 
	o	 	An equivalent amount of shares of PAG common stock in 2013; or

	 
	o	 	An equivalent amount of PAG deferred stock units, payable after termination of my Board
membership; or

	 
	o	 	An equivalent cash payment deferred and payable after termination of my Board membership.

	 
	 	 	(You may elect a percentage of each)






This election will remain your election for future years until you make a valid subsequent election
in writing and deliver it to the Company pursuant to the Plan. Please note that any change in your
elections must be received by December 31st of the year preceding the intended change.



2. Option to Defer 4,000 Shares of Stock




I hereby irrevocably elect to defer the award of 4,000 Shares of Stock to be received in 2013 by
receiving instead deferred stock units payable after termination of my Board membership:



	 	 	 	 	 
	o     No

	 	o     Yes
	 	o     Only defer                     % of the 4,000 shares






This election will remain your election for future years until you make a valid subsequent election
in writing and deliver it to the Company pursuant to the Plan. Please note that any change in your
elections must be received by December 31st of the year preceding the intended change.



3. Beneficiary 




If you have elected to defer any amounts, please complete the following:





	A.	 	If my membership on the 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:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	Relationship to Me:
	 	 

	 	 
	 

	 	 	 	 

	 	 







	B.	 	I direct my Deferred Fees to be paid:






	 	 	 
	o

	 	In one lump sum upon my departure or
	 	 
	o

	 	In accordance with the Plan’s installment payment schedule over five years.






4. Special Instructions




 





 





	 	 	 	 	 
	5. Signature

	 	 	 	For Company Use Only
	 
	 	 	 	 
	Director Signature:
	 	 	 	Date Rec’d:           
          
	 

	 	 	 	 
	Date:

	 	 	 	Rec’d By:           
              
	 

	 	 	 	 







 


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