EX-10.2






Exhibit 10.2




NON-COMPETE AGREEMENT




This Non-Compete Agreement (“Agreement”) is entered into between Group 1 Automotive, Inc.
(“Employer”), and Earl J. Hesterberg (“Employee”), effective as of May 19, 2015 (the “Effective
Date”).



RECITALS




WHEREAS, Employer and Employee previously entered into an employment agreement dated September
8, 2010, as amended February 27, 2012, and a non-compete agreement dated July 1, 2010.



WHEREAS, simultaneously with the execution of this Agreement, Employer and Employee executed a
new employment agreement (“Employment Agreement”) governing the terms and conditions of their
continuing employment relationship.



WHEREAS, Employer desires to provide to Employee certain additional post-employment payments
as set forth in Section 3.5 of the Employment Agreement (the “Post-Employment Non-Compete
Payments”) in consideration for Employee’s loyalty, future performance and continued employment
with Employer.



WHEREAS, in consideration for Employer providing to Employee the Post-Employment Non-Compete
Payments, and certain confidential and proprietary information and trade secrets for the purpose of
carrying out his employment responsibilities (as set forth in Section 5.1 of the Employment
Agreement), Employee agrees to the non-competition provisions of Section 1 of this Agreement.



AGREEMENT




For and in consideration of the mutual promises, covenants, and obligations contained herein,
Employer and Employee agree as follows:




	1.	 	POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS





1.1. Non-Competition Obligations. Ancillary to the agreement of Employer and Employee in
Sections 3 and 5 of the Employment Agreement, and in consideration for the Post-Employment
Non-Compete Payments and Employer’s promises contained in Section 5.1 of the Employment Agreement,
and as an additional incentive for Employer to enter into this Agreement, Employer and Employee
agree to the non-competition provisions of this Section 1.1. Employee agrees that during the
period of Employee’s non-competition obligations hereunder, Employee will not, directly or
indirectly for either Employee or any automotive retailer with $1 Billion ($1,000,000,000) or more
in annual revenues for the prior two years, in any geographic area or market where Employer or any
of its subsidiaries or affiliated companies are conducting any business as of the date of
termination of the employment relationship or have during the previous twelve (12) months conducted
any business:




	 	(i)	 	engage in any business competitive with any line of business conducted by
Employer or any of its subsidiaries or affiliates on behalf of any public or private
auto retailer which averaged, in the aggregate, $1 Billion ($1,000,000,000) or more in
annual revenues for the prior two years;






	 	(ii)	 	render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any business
competitive with any line of business conducted by Employer or any of its subsidiaries
or affiliates on behalf of any public or private auto retailer which averaged, in the
aggregate, $1 Billion ($1,000,000,000) or more in annual revenues for the prior two
years;






	 	(iii)	 	solicit or accept the business of, or call upon, any customer or client of
Employer for the purpose of conducting competitive business or otherwise seeking profit
from a competitive activity;






	 	(iv)	 	encourage or induce any current or former employee of Employer or any of its
subsidiaries or affiliates to leave the employment of Employer or any of its
subsidiaries or affiliates or proselytize, offer employment, retain, hire or assist in
the hiring of any such employee by any person, association, or entity not affiliated
with Employer or any of its subsidiaries or affiliates for a period of twenty-four (24)
months from date of termination; provided, however, that nothing in this subsection
(iv) shall prohibit Employee from offering employment to any prior employee of Employer
or any of its subsidiaries or affiliates who was not employed by Employer or any of its
subsidiaries or affiliates at any time in the twelve (12) months prior to the
termination of Employee’s employment; or






	 	(v)	 	divulge any of the confidential, proprietary or trade secret information that
was provided to Employee pursuant to Section 5 of this Agreement to any third party or
individual or entity other than Employer or any of its subsidiaries or affiliates.





The non-competition obligations set forth in subsections (i) through (v) of this Section 1.1 shall
apply during Employee’s employment and for a period of two (2) years after termination of
employment. If Employer or any of its subsidiaries or affiliates abandons a particular aspect of
its business, that is, ceases such aspect of its business with the intention to permanently refrain
from such aspect of its business, then this post-employment non-competition covenant shall not
apply to such former aspect of that business.



1.2. Future Employment.



1.2.1. If Employee in the future, seeks or is offered employment, or any other position or
capacity with another company or entity, Employee agrees to inform each new employer or entity,
before accepting employment, of the existence of the restrictions contained in Section 1.1.
Further, before taking any employment position with any person during the non-competition period,
Employee agrees to give prior written notice to Employer of the name of such person or entity.
Employer shall be entitled to advise such person or entity of the provisions of Section 1.1 and to
otherwise deal with such person or entity to ensure that the provisions of this Section are
enforced and duly discharged.



1.2.2. If Employee in the future seeks or is offered employment with another company or
entity, Employee may provide Employer with written notice stating the name of the prospective
employer, Employee’s prospective position, responsibilities and duties, and the industry or
industries in which the prospective employer operates. Employer shall have ten (10) business days
from receipt of such notice to notify Employee of its belief that such prospective employment would
be a violation of the provisions of Section 1.1. If Employer fails to respond to Employee in
writing within such ten (10) business day period, Employer shall be estopped from asserting its
rights, if any, arising from a violation of Section 1.1 by reason of such employment as described
in such notice.



1.3. Tolling of Restrictive Periods. If the Employee violates any of the restrictions
contained in Section 1.1, the restrictive periods shall be suspended and will not run in favor of
the Employee until such time as the Employee cures the violation to the satisfaction of Employer.



1.4. Acknowledgment. Employee understands that the foregoing restrictions may limit his
ability to engage in certain businesses in locations where the Employer conducts business during
the period provided for above, but acknowledges that Employee’s job duties during his employment
with Employer, receipt of Employer’s confidential and proprietary information and trade secrets (as
well as access to certain confidential and proprietary information and trade secrets) and
Employee’s receipt of sufficiently high remuneration and other benefits under the Employment
Agreement justifies such restriction. Employee acknowledges that money damages would not be
sufficient remedy for any breach of Section 1.1 by Employee, and Employer or any of its
subsidiaries or affiliates shall be entitled to enforce the provisions of this Section by
terminating any payments then owing to Employee under the Employment Agreement and/or to obtain
specific performance and injunctive relief as remedies for such breach or any threatened breach,
without any requirement for the securing or posting of any bond in connection with such remedies.
Such remedies shall not be deemed the exclusive remedies for a breach of Section 1.1, but shall be
in addition to all remedies available at law or in equity to Employer or any of its subsidiaries or
affiliates, including, without limitation, the recovery of damages from Employee and his agents
involved in such breach.



1.5. Materiality and Conditionality of Section. Section 1.1 is material to this Agreement.
Employee’s agreement to strictly comply with Section 1.1 is a precondition for Employee’s receipt
of payments and vesting of Restricted Stock and stock options pursuant to Section 1 of this
Agreement. Whether or not Section 1.1 or any portion thereof has been held or found invalid or
unenforceable for any reason whatsoever by a court or other constituted legal authority of
competent jurisdiction, upon any violation of this Section or any portion thereof, or upon a
finding that a violation would have occurred if such Section or any portion thereof were
enforceable, the Employee and Employer agree that (i) the Employee’s interest in the Restricted
Stock and stock options pursuant to Section 1 of this Agreement shall automatically lapse and be
forfeited; (ii) Employer shall have no obligation to make any further payments to Employee under
the terms of Section 1 of this Agreement; (iii) Employer shall be entitled to receive the full
value of any payments which were previously made to the Employee pursuant to Section 1 of this
Agreement in the previous twelve (12) months, as well as the value of any Restricted Stock or stock
options that may have vested during the past twelve (12) months from the date of the Employee’s
termination, for any reason, to the date on which a court or arbitration panel held or found the
non-compete article to have been violated; (iv) the Employee’s interest in post-termination payment
pursuant to Sections 2.3 and 3.5 of the Employment Agreement shall automatically lapse and be
forfeited; (v) Employer shall have no obligation to make any further payments to Employee under the
terms of Sections 2.3 and 3.5 of the Employment Agreement; and (vi) Employer shall be entitled to
receive the full value of any payments which were previously made to the Employee pursuant to
Sections 2.3 and 3.5 of the Employment Agreement in the previous twelve (12) months.



1.6. Survival of Section. The Employee and Employer agree that all of the covenants contained
in Section 1.1 shall survive the termination or expiration of this Agreement, and agree further
that in the event any of the covenants contained in Section 1.1 shall be held by any court to be
effective in any particular area or jurisdiction only if said covenant is modified to be limited in
its duration or scope, then, at the sole option of Employer, the provisions of Section 1.5 may be
deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall
apply. In the event Employer does not elect to trigger application of Section 1.5, then the court
shall have such authority to so reform the covenants and the parties hereto shall consider such
covenants and/or other provisions of Section 1 to be amended and modified with respect to that
particular area or jurisdiction so as to comply with the order of such court and, as to all other
jurisdictions, the covenants contained herein shall remain in full force and effect as originally
written. Should any court hold that the covenants in Section 1.1 are void and otherwise
unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions
of this Section 1.6, the provisions of Section 1.5 shall be applicable and the rights, liabilities
and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of
Employer, Employer may consider such covenants to be amended and modified so as to eliminate
therefrom the particular area or jurisdictions as to which such covenants are so held void or
otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants
contained herein shall remain in full force and effect as originally written.




	2.	 	MISCELLANEOUS





2.1. Definition of “Affiliates” and “Affiliated.” For purposes of this Agreement the terms
“affiliates” or “affiliated” means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with Employer.



2.2. Prohibition of Publication of Certain Information. Except as required by law or process,
Employee shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any oral or written statements about Employer at any of
its subsidiaries’ or affiliates’ directors, officers, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential information about
Employer or any of its subsidiaries’ or affiliates’ business affairs, officers, employees, agents,
or representatives; or that constitute an intrusion into the seclusion or private lives of Employer
or any of its subsidiaries’ or affiliates’ directors, officers, employees, agents, or
representatives; or that give rise to unreasonable publicity about the private lives of Employer or
any of its subsidiaries’ or affiliates’ officers, employees, agents, or representatives; or that
place Employer or its subsidiaries’ or affiliates’ officers, employees, agents, or representatives
in a false light before the public; or that constitute a misappropriation of the name or likeness
of Employer or any of its subsidiaries’ or affiliates’ or its officers, employees, agents, or
representatives. Except as required by law or process, the Employer shall refrain, and shall use
its best efforts to assure that its directors, officers, employees, agents and representatives, and
its subsidiaries and affiliates and their directors, officers, employees, agents and
representatives, shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any untrue oral or written statements about the Employee
that are slanderous, libelous, or defamatory; or that disclose private or confidential information
about the Employee; or that constitute an intrusion into the seclusion or private life of the
Employee; or that give rise to unreasonable publicity about the private life of the Employee; or
that place the Employee in a false light before the public.



2.3. Notice. For purposes of this Agreement, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:



If to Employer to:




Group 1 Automotive, Inc.


800 Gessner, Suite 500


Houston, TX 77024


Attn: Presiding Director of the Board



With a copy to:




Fisher & Phillips LLP


Suite 4000


333 Clay Street


Houston, Texas 77002


Attn: Steve Roppolo; and


Group 1 Automotive, Inc.


800 Gessner, Suite 500


Houston, TX 77024


Attn: General Counsel




Group 1 Automotive, Inc.


800 Gessner, Suite 500


Houston, TX 77024


Attn: Chairman of the Compensation Committee




If to Employee:




Earl J. Hesterberg




At the address specified in the Company’s personnel records



With a copy to:




Akin Gump Strauss Hauer & Feld LLP


1111 Louisiana Street


44th Floor


Houston, TX 77002


Attn: Christine LaFollette



Either Employer or Employee may furnish a change of address to the other in writing in accordance
herewith, except that notices of changes of address shall be effective only upon receipt.



2.4. Governing Law. This Agreement shall be governed in all respects by the law of the State
of Texas, excluding any conflict-of-law rule or principle that might refer the construction of the
Agreement to the laws of another State or country.



2.5. No Waiver. No failure by either party hereto at anytime to give notice of any breach by
the other party of, or to require compliance with, any condition or provision of this Agreement
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.



2.6. Severability. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the fullest extent
permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the
application thereof to any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant,
or remedy shall be construed in a manner so as to permit its enforceability under the applicable
law to the fullest extent permitted by law. In any case, the remaining provisions of this
Agreement or the application thereof to any person, association, or entity or circumstances other
than those to which they have been held invalid or unenforceable, shall remain in full force and
effect.



2.7. Arbitration. The parties agree that any claim, dispute, and/or controversy that they may
have arising from, related to, or having any relationship or connection whatsoever with this
Agreement, Employee’s employment, or other association with the Company, shall be submitted to and
determined exclusively by binding arbitration under the Federal Arbitration Act. In addition to
any other requirements imposed by law, the arbitrator selected shall be a retired Judge, or
otherwise qualified individual to whom the parties mutually agree, and shall be subject to
disqualification on the same grounds as would apply to a Judge. The arbitrator shall apply the
Federal Rules of Civil Procedure and Evidence, including all rules of pleading, discovery, evidence
and all rights to resolution of the dispute by means of motions for summary judgment and judgment
on the pleadings. Resolution of the dispute shall be based solely upon the law governing the
claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited
to, notions of “just cause”) other than such controlling law. This Agreement shall not prevent the
Parties from obtaining provisional remedies in court to the extent permitted by Texas law (either
before the commencement of or during the arbitration process), pending final resolution of the
dispute pursuant to this Agreement. The arbitrator shall have the immunity of a judicial officer
from civil liability when acting in the capacity of an arbitrator, which immunity supplements any
other existing immunity. Likewise, all communications during or in connection with the arbitration
proceedings are privileged. Awards shall include the arbitrator’s written reasoned opinion.



2.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
Employer, its subsidiaries and affiliates and any other person, association, or entity which may
hereafter acquire or succeed to all or a portion of the business or assets of Employer by any means
whether direct or indirect, by purchase, merger, consolidation, or otherwise. Employee’s rights
and obligations under this Agreement are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by
operation of law or otherwise, by Employee without the prior written consent of Employer.
Notwithstanding anything to the contrary in this Section 7.8 or elsewhere in the Agreement, in the
event of the Employee’s death after becoming entitled to receipt of any payment or benefit, but
before receiving all such payments or benefits, the remaining payments shall be made to the
Employee’s survivors or estate and the remaining benefits shall be provided to his widow or other
survivors to the same extent and in the same manner as if he were still alive.



2.9. Entire Agreement. Except as provided in (1) written company policies promulgated by
Employer dealing with issues such as securities trading, business ethics, governmental affairs and
political contributions, consulting fees, commissions and other payments, compliance with law,
investments and outside business interests as officers and employees, reporting responsibilities,
administrative compliance, and the like, (2) the written benefits, plans, and programs referenced
in Section 1.4 of this Agreement or (3) any signed written agreements contemporaneously or
hereafter executed by Employer and Employee (including, but not limited to, the Employment
Agreement), this Agreement constitutes the entire agreement of the parties with regard to such
subject matters, and contains all of the covenants, promises, representations, warranties, and
agreements between the parties with respect to such subject matters and replaces and merges
previous agreements and discussions pertaining to the employment relationship between Employer and
Employee.



2.10. Headings. The headings contained in this Agreement are for reference only and shall not
affect the meaning or interpretation of any provision of this Agreement.



2.11. Amendment. No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties hereto.



2.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but both of which together will constitute one and the same instrument



IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first stated above.



DATE:       May 19, 2015       GROUP 1 AUTOMOTIVE, INC.




By: /s/ Max P. Watson, Jr.      

Name: Max P. Watson, Jr.

Title: Chairman, Compensation Committee




DATE:       May 19, 2015       /s/ Earl J. Hesterberg     


EARL J. HESTERBERG