EX-10.3






Exhibit 10.3




FORM OF SENIOR EXECUTIVE OFFICER

RESTRICTED STOCK AGREEMENT




THIS SENIOR EXECUTIVE OFFICER RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as
of the effective date set forth on the attached notice of grant (the “Grant Notice”),
between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and the executive
officer whose name is set forth on the Grant Notice (“Executive”).



1. Award. Pursuant to the GROUP 1 AUTOMOTIVE, INC. 2007 LONG TERM INCENTIVE PLAN, as
amended (the “Plan”), the number of shares (the “Restricted Shares”) of the
Company’s common stock set forth in the Grant Notice shall be issued as hereinafter provided in
Executive’s name, subject to certain restrictions thereon. The Restricted Shares shall be issued
upon acceptance hereof by Executive (which shall be demonstrated by Executive’s execution of the
Grant Notice) and upon satisfaction of the conditions of this Agreement and the Grant Notice.
Executive acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted
Shares shall be subject to all of the terms and provisions of the Plan, including future amendments
thereto, if any, pursuant to the terms thereof. In the event of any conflict between the terms of
this Agreement and the Plan, the Plan shall control. The Plan and the Grant Notice are
incorporated herein by reference as a part of this Agreement.



2. Restricted Shares. Executive hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:




(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the
extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event
of termination of Executive’s employment with the Company for any reason other than Planned
Retirement (as hereinafter defined), death or Disability (as hereinafter defined), Executive
shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then
subject to the Forfeiture Restrictions. In the case of a Planned Retirement, if Executive
fails to comply with the Post-Retirement Obligations (as hereinafter defined) continuously
from the date of the termination of his employment as a result of a Planned Retirement until
the Compliance Expiration Date (as hereinafter defined), Executive shall, for no
consideration, forfeit to the Company all the Restricted Shares to the extent subject to the
forfeiture restrictions on the date of such termination. The prohibition against transfer
and the obligation to forfeit and surrender Restricted Shares to the Company upon termination
of employment, or thereafter in the case of non-compliance with the Post-Retirement
Obligations following termination of employment as a result of a Planned Retirement, are
herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions
shall be binding upon and enforceable against any transferee of Restricted Shares. For
purposes of this Agreement, the following capitalized words and terms shall have the meanings
indicated below:




(i) “Board” shall mean the Board of Directors of the Company.




(ii) “Code” shall mean the Internal Revenue Code of 1986, as amended.




(iii) “Committee” shall mean the committee of the Board that is selected
by the Board to administer the Plan as provided in Paragraph IV(a) of the Plan.




(iv) “Compliance Expiration Date” shall mean the date that is two years
following the effective date of the termination of Executive’s employment with the
Company.




(v) “Disability” shall mean that Executive has become disabled within the
meaning of section 409A(a)(2)(C) of the Code and applicable administrative authority
thereunder.




(vi) “Planned Retirement” shall mean that the Board has accepted the
resignation of Executive under terms relating to date and conditions of resignation
that are mutually agreeable to Executive and the Company.




(vii) “Post-Retirement Obligations” shall mean any obligations of
Executive that apply following the termination of Executive’s employment with the
Company, including, without limitation, pursuant to that certain        Agreement
effective as of [      , 20      ] by and between Executive and the Company and/or
that certain        Agreement effective as of [      , 20      ] by and between
Executive and the Company, as such agreements may be amended from time to time, and
any such other obligations that apply following the termination of Executive’s
employment with the Company pursuant to any other agreement that may be entered into
by Executive and the Company from time to time.




(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse
as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice,
provided that Executive has been continuously employed by the Company from the date of this
Agreement through the lapse date set forth on the Grant Notice. Notwithstanding the
foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then
subject to the Forfeiture Restrictions on the date Executive’s employment with the Company is
terminated by reason of death or Disability. Further, notwithstanding the foregoing, in the
event that Executive’s employment with the Company terminates as a result of a Planned
Retirement, all of the Restricted Shares that are then subject to the Forfeiture Restrictions
shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date
and, upon the Compliance Expiration Date, provided that Executive has complied with the
Post-Retirement Obligations continuously from the date of the termination of his employment
with the Company as a result of such Planned Retirement until the Compliance Expiration Date,
the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to
the Forfeiture Restrictions.




(c) Certificates. A certificate evidencing the Restricted Shares shall be
issued by the Company in Executive’s name, pursuant to which Executive shall have all of the
rights of a stockholder of the Company with respect to the Restricted Shares, including,
without limitation, voting rights and the right to receive dividends (provided, however, that
dividends paid in shares of the Company’s stock shall be subject to the Forfeiture
Restrictions). Executive may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the stock until the Forfeiture Restrictions have expired and a breach of the terms
of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate shall be
delivered upon issuance to the Secretary of the Company or to such other depository as may be
designated by the Committee as a depository for safekeeping until the forfeiture of such
Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the
Plan and this award. On the date of this Agreement, Executive shall deliver to the Company a
stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the
Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or
certificates to be issued without legend (except for any legend required pursuant to
applicable securities laws or any other agreement to which Executive is a party) in the name
of Executive in exchange for the certificate evidencing the Restricted Shares. However, the
Company, in its sole discretion, may elect to deliver the certificate either in certificate
form or electronically to a brokerage account established for Executive’s benefit at a
brokerage/financial institution selected by the Company. Executive agrees to complete and
sign any documents and take additional action that the Company may request to enable it to
deliver the shares on Executive’s behalf.




(d) Corporate Acts. The existence of the Restricted Shares shall not affect in
any way the right or power of the Board or the stockholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company, any issue of
debt or equity securities, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or any other
corporate act or proceeding. The prohibitions of Section 2(a) hereof shall not apply to the
transfer of Restricted Shares pursuant to a plan of reorganization of the Company, but the
stock, securities or other property received in exchange therefor shall also become subject
to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture
Restrictions applicable to the original Restricted Shares for all purposes of this Agreement
and the certificates representing such stock, securities or other property shall be legended
to show such restrictions.



3. Withholding of Tax/Tax Election. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in compensation income to Executive for
federal or state income tax purposes, Executive shall deliver to the Company at the time of such
receipt or lapse, as the case may be, such amount of money as the Company may require to meet its
obligation under applicable tax laws or regulations or make such other arrangements to satisfy such
withholding obligation as the Company, in its sole discretion, may approve. In addition, the
Company may withhold unrestricted shares of stock of the Company (valued at their fair market value
on the date of withholding of such shares) otherwise to be issued upon the lapse of the Forfeiture
Restrictions to satisfy its withholding obligations. If Executive makes the election authorized by
section 83(b) of the Code in connection with the award of the Restricted Shares, Executive shall
submit to the Company a copy of the statement filed by Executive to make such election.



4. Status of Stock. Executive agrees that the Restricted Shares issued under this
Agreement will not be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable securities laws, whether federal or state, or the Company’s Code of
Conduct. Executive also agrees that (a) the certificates representing the Restricted Shares may
bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture
Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse
to register the transfer of the Restricted Shares on the stock transfer records of the Company if
such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the
opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the
Company may give related instructions to its transfer agent, if any, to stop registration of the
transfer of the Restricted Shares.



5. Employment Relationship. For purposes of this Agreement, Executive shall be
considered to be in the employment of the Company as long as Executive remains an Executive or a
consultant of either the Company, a parent or subsidiary corporation (as defined in section 424 of
the Code) of the Company, or any successor corporation. Nothing in the adoption of the Plan, nor
the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon
Executive the right to continued employment or engagement as a consultant by the Company or affect
in any way the right of the Company to terminate such employment or consulting relationship at any
time. Unless otherwise provided in a written employment or consulting agreement or by applicable
law, Executive’s employment or engagement as a consultant by the Company shall be on an at-will
basis, and the employment and/or consulting relationship may be terminated at any time by either
Executive or the Company for any reason whatsoever, with or without cause. Any question as to
whether and when there has been a termination of such employment and/or consulting relationship,
and the cause of such termination, shall be determined by the Committee, and its determination
shall be final.



6. Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of Executive, such notices or communications shall be
effectively delivered if hand delivered to Executive at his principal place of employment or if
sent by registered or certified mail to Executive at the last address Executive has filed with the
Company. In the case of the Company, such notices or communications shall be effectively delivered
if sent by registered or certified mail to the Company at its principal executive offices.



7. Entire Agreement; Amendment. This Agreement and the documents incorporated by
reference herein replace and merge all previous agreements and discussions relating to the same or
similar subject matters between Executive and the Company and constitute the entire agreement
between Executive and the Company with respect to the subject matter of this Agreement; provided,
however, that the terms of this Agreement shall not modify and shall be subject to the terms and
conditions of any employment, consulting and/or severance agreement between the Company and
Executive in effect as of the date a determination is to be made under this Agreement. Without
limiting the scope of the preceding sentence, except as provided therein, all prior understandings
and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby
null and void and of no further force and effect. Any modification of this Agreement shall be
effective only if it is in writing and signed by both Executive and an authorized officer of the
Company.



8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Executive.



9. Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof.