EX-10.4






Exhibit 10.4




FORM OF SENIOR EXECUTIVE OFFICER

PHANTOM STOCK AGREEMENT




THIS SENIOR EXECUTIVE OFFICER PHANTOM 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 of Phantom Shares. Pursuant to the GROUP 1 AUTOMOTIVE, INC. 2007 LONG TERM
INCENTIVE PLAN, as amended (the “Plan”), the Company hereby awards the number of phantom
shares of the Company (the “Phantom Shares”) set forth in the Grant Notice to Executive,
subject to the terms and restrictions set forth herein. Executive acknowledges receipt of a copy
of the Plan, and agrees that this award of Phantom 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. Vesting and Forfeiture of Phantom Shares. (a) The Phantom Shares shall become
vested 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 applicable
vesting date set forth on the Grant Notice. Notwithstanding the foregoing, all unvested Phantom
Shares shall become fully vested on the date Executive’s employment with the Company is terminated
by reason of death or Disability (as hereinafter defined), or in the case of a Planned Retirement,
on the Compliance Expiration Date (as hereinafter defined) if Executive complies 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.



(b) While a Phantom Share remains outstanding pursuant to this Agreement, an amount equivalent
to the cash dividends paid with respect to a share of the Company’s common stock (“Common
Stock”) during such period shall be held by the Company without interest until a share of
Common Stock is deliverable to Executive with respect to such Phantom Share or such Phantom Share
is forfeited, and then such amount shall be paid to Executive or forfeited, as the case may be.



(c) In the event of the termination of Executive’s employment with the Company for any reason
other than death, Disability or Planned Retirement (to the extent described in the following
sentence), Executive shall, for no consideration, forfeit to the Company all unvested Phantom
Shares. In the case of a Planned Retirement, if Executive fails to comply with the Post-Retirement
Obligations 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 Phantom Shares to the extent unvested on the
date of such termination.



(d) 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.



3. Delivery/Certificates. Upon the Compliance Expiration Date following Executive’s
termination of employment with the Company for any reason, or upon the Executive’s death or
Disability (if earlier), the Company shall cause a certificate or certificates for shares of Common
Stock 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 cancellation
for the Phantom Shares that are vested, if any, as of the date of the Compliance Expiration Date
(or the date of Executive’s death or Disability, if applicable). Notwithstanding the foregoing
however, issuance of Common Stock may not be made pursuant to this Agreement prior to and shall be
made upon the Compliance Expiration Date following Executive’s “separation from service” within the
meaning of Section 409A of the Code (or the date of Executive’s death or Disability, if applicable)
and shall be delayed until the first day such issuance would not be subject to the additional tax
imposed by Section 409A of the Code.



The Company, in its sole discretion, may elect to deliver certificates 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.



4. Nontransferability of Phantom Shares. Executive may not sell, transfer, pledge,
exchange, hypothecate or dispose of the Phantom Shares. A breach of these terms of this Agreement
shall cause a forfeiture of the Phantom Shares.



5. Withholding of Tax. To the extent that the grant or vesting of the Phantom Shares,
or the delivery of Common Stock with respect thereto, results in compensation income to Executive
for federal or state income tax purposes, Executive shall deliver to the Company such amount of
money at such time 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 shares of Common Stock
(valued at their fair market value on the date of withholding of such shares) otherwise to be
delivered to Executive to satisfy its withholding obligations.



6. Status of Stock. Executive agrees that the Common Stock that may be 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 shares of Common Stock that
may be issued under this Agreement may bear such legend or legends as the Committee deems
appropriate in order to assure compliance with applicable securities laws, (b) the Company may
refuse to register the transfer of such shares of Common Stock on the stock transfer records of the
Company if such proposed transfer would in the opinion of counsel satisfactory to the Company
constitute a violation 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 such shares of
Common Stock.



7. 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 employee or
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 Phantom 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.



8. 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.



Except as provided below, 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. Notwithstanding
anything in the Plan, this Agreement or any employment, consulting and/or severance agreement
between the Company and Executive to the contrary, if the Committee determines that the terms of
this grant do not, in whole or in part, satisfy the requirements of Section 409A of the Code, the
Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it
deems appropriate to comply with such section and any regulations or administrative guidance issued
thereunder.



9. Claims. Claims for benefits hereunder and reviews of appeals of benefit claims
which have been denied or modified will be processed in accordance with the written claims
procedures established by the Committee, which procedures are hereby incorporated by reference as a
part of this Agreement and shall be furnished to Executive upon Executive’s request made to the
Company’s Human Resources Department.



10. 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.



11. Controlling Law. Except to the extent preempted by federal 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.