exv10w25









Exhibit 10.25




FIRST AMENDMENT 

to

GROUP 1 AUTOMOTIVE, INC.

DEFERRED COMPENSATION PLAN

As Amended And Restated 

Effective January 1, 2008




     WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the “Company”) has heretofore adopted the GROUP 1
AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008 (the
“Plan”);



     WHEREAS, the Company desires to amend the Plan to fully vest Members in the Employer Deferrals
described in Section 3.2(a) of the Plan; and



     WHEREAS, the Company desires to amend the Plan in various other respects under the section
409A transition relief provided by Internal Revenue Service Notice 2007-86;



     NOW, THEREFORE, the Plan is hereby amended as follows:



I. Effective as of January 1, 2007:




     1. Reference to “and/or Employer Deferrals” in Section 1.1(35) of the Plan shall be deleted.



     2. The following new Section 1.1(36A) shall be added the Plan:




	 	  “(36A) 	 	 Scheduled Withdrawal Subaccounts: Separate subaccounts within a
Member’s Deferral Account to which are credited Member Deferrals as elected by
the Member pursuant to Section 3.1(d)(ii) and which are adjusted to reflect
changes in value as provided in Section 3.3. A Scheduled Withdrawal Date shall
be designated for each Scheduled Withdrawal Subaccount, as elected by the
Member pursuant to Section 3.1(d)(ii).”





     3. Section 3.1(d)(ii) of the Plan shall be deleted and the following shall be substituted
therefor:




     “(ii) A Member’s Member Deferral election for a Plan Year shall specify: (A)
the portion of the Member’s Member Deferral for the Plan Year that shall be deferred
until the Member’s Termination of Service and (B) the portion of the Member’s Member
Deferral for the Plan Year that shall be credited to one or more of the Member’s
Scheduled Withdrawal Subaccounts and deferred until the Scheduled Withdrawal Dates
designated for such subaccounts (i.e., as a Scheduled In-Service Withdrawal subject
to the provisions of Section 6.3). With respect to clause (B) of the preceding
sentence, a Member may elect to credit all or a portion of his Member Deferral for
the Plan Year to his existing Scheduled Withdrawal Subaccounts, to new Scheduled
Withdrawal Subaccounts, or a
combination thereof. If the Member elects to create a new Scheduled Withdrawal



 









 







Subaccount, the Member’s Member Deferral election for the Plan Year shall specify a
Scheduled Withdrawal Date on which the Scheduled In-Service Withdrawal of the
amounts credited to the subaccount shall commence if the Member is still employed by
the Employer on that date; provided, however, that the Scheduled Withdrawal Date
must be at least two calendar years after the end of the Plan Year for which Member
Deferrals are first credited to the subaccount. Notwithstanding anything to the
contrary in this Paragraph, a Member shall not be permitted to create more than the
maximum number of Scheduled Withdrawal Subaccounts permitted under the
administrative procedures established by the Committee in its discretion. Any
Member who fails to elect the time of distribution of his Compensation for any Plan
Year that is deferred under the Plan in accordance with this Section 3.1(d)(ii)
shall be deemed to have elected to have deferred his Compensation for the Plan Year
until his Termination of Service.”



     4. Section 6.3 of the Plan shall be deleted and the following shall be substituted therefor:



          “6.3 Scheduled In-Service Withdrawals.





          (a) With respect to each Scheduled Withdrawal Subaccount of a Member, the
Member shall receive a Scheduled In-Service Withdrawal of the amounts in such
subaccount commencing on the Scheduled Withdrawal Date elected by the Member for
such subaccount pursuant to Section 3.1(d)(ii) if the Member is still employed with
the Employer on that date. The Member shall receive the Scheduled In-Service
Withdrawal in one of the following forms elected by the Member in writing on the
form prescribed by the Committee at the time specified in Section 6.3(b):




          (1) A single lump sum payment; and




          (2) Annual installments for a period of an integral number of years
from two through five inclusive, as designated by the Member; provided,
however, that with respect to any installments payable to a Member from a
Scheduled Withdrawal Subaccount, (a) in the event of the Member’s
Termination of Service prior to the end of such period, the remaining
balance in the Scheduled Withdrawal Subaccount shall be paid in accordance
with Article VII, and (b) the amount of each annual installment shall be
computed by dividing the remaining balance of the Scheduled Withdrawal
Subaccount as of the Valuation Date next preceding the date of payment of
such annual installment by the number of annual installments remaining.




In the event the Member fails to timely elect in accordance with Section 6.3(b) the
form in which a Scheduled In-Service Withdrawal is to be paid, such withdrawal shall
be in the form of a single lump sum payment.



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          (b) A Member’s elections pursuant to Section 6.3(a) with respect to a Scheduled
Withdrawal Subaccount must be made at the time of his deferral election pursuant to
Section 3.1(d)(ii). Notwithstanding the foregoing, a Member may subsequently elect
to delay the distribution of amounts credited to one or more of his Scheduled
Withdrawal Subaccounts for a period of at least five additional calendar years;
provided, that such election (a) is made at least 12 months prior to the date that
such distribution would otherwise be made, and (b) is not given effect until 12
months following the date it is made. Further, in the event that a Member elects a
Scheduled In-Service Withdrawal and incurs a Termination of Service prior to the
Scheduled Withdrawal Date, the Member’s Scheduled In-Service Withdrawal election and
Member Deferral election under Section 3.1 will be cancelled and the entire balance
of such Member’s Accounts will be paid according to the Member’s termination
distribution election as provided in Section 7.3.”



II. Effective as of January 1, 2008:




     1. Section 3.1(a) of the Plan shall be deleted, and the following shall be substituted
therefor:



          “(a) A Member meeting the eligibility requirements of Section 2.1 may:





          (i) Elect to defer a portion of such Member’s Base Salary for each Plan Year in
an amount up to 50% of such Member’s Base Salary, in any manner permitted under the
administrative procedures established by the Committee in its sole discretion;




          (ii) Elect to defer a portion of such Member’s Bonus for each Plan Year in an
amount up to 100% of such Member’s Bonus, in any manner permitted under the
administrative procedures established by the Committee in its sole discretion;
and/or




          (iii) Elect to defer a portion of such Member’s Commissions for each Plan Year
in an amount up to 100% of such Member’s Commissions, in any manner permitted under
the administrative procedures established by the Committee in its discretion.”




2. The following new Section 3.1(f) shall be added to the Plan:




     “(f) Sections 3.1(a) and 3.1(b) notwithstanding, with respect to any Plan Year
and prior to the start of such Plan Year, the Committee may reduce a Member’s Member
Deferral election to the extent that it determines a reduction is necessary to
satisfy the Employer’s obligations to withhold or deduct amounts from the Member’s
Compensation under any applicable local, state or federal law or to implement the
Member’s elections to make elective contributions under a qualified cash or deferred
arrangement (as defined in Section 401(k) of the Code) or under a plan maintained
under Section 125 of the Code.”



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     3. Section 5.2(a) of the Plan shall be deleted and the following shall be substituted
therefor:




     “(a) A Member shall have a 100% Vested Interest in his Savings Plan subaccount
under his Employer Account; provided, however, that a Member shall not have a Vested
Interest in any portion of such subaccount that has been forfeited pursuant to
Section 5.3 prior to January 1, 2008.”


III. For the avoidance of doubt, the amendments to the Plan set forth in this instrument shall be
inapplicable to the Grandfathered Subaccounts.



IV. Capitalized terms used but not defined in this instrument shall have the meanings attributed to
such terms in the Plan.



V. As amended hereby, the Plan is specifically ratified and reaffirmed.




     IN WITNESS WHEREOF, the undersigned has caused these presents to be executed this
15th day of November, 2008, effective for all purposes as provided above.



	 	 	 	 	 
	 	GROUP 1 AUTOMOTIVE, INC.

 	 
	 	By:  	/s/ Earl J. Hesterberg
 	 
	 	 	Name:  	Earl J. Hesterberg 	 
	 	 	Title:  	President & CEO 	 
	 




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