Transition and Separation Agreement, effective June 1, 2020, between Group 1 Automotive, Inc. and John C. Rickel

Employee is currently employed by the Company, pursuant to an Employment Agreement between Employee and the Company dated January 1, 2009 (the “Employment Agreement”). Group 1 and Employee hereby agree that, subject to the terms of this Agreement, effective as of August 14, 2020 (the “Transition Date”), and so long as Employee remains employed through such date, Employee shall become Corporate Finance Director and shall serve in that capacity until his retirement on December 31, 2020 (the “Retirement Date”). Between the Effective Date and the Transition Date (such period, the “Initial Period”) and from the Transition Date through the Retirement Date (such period, the “Transition Period,” and cumulatively with the Initial Period, the “Term”), unless earlier terminated pursuant to Section 3 below, Employee will continue to serve in the following roles and perform the duties commensurate with the applicable position, for the respective periods during the Term: (a) as the Senior Vice President, Chief Financial Officer of the Company during the Initial Period, and (b) as the Corporate Finance Director of the Company during the Transition Period.

Resignation; Release: In return for the Company’s agreement to enter into this Agreement and, provided that Employee is still employed by the Company at the end of the Initial Period, (a) the Company agrees to employ Employee as Corporate Finance Director beginning on the Transition Date and (b) subject to other promises as outlined herein, Employee (i) agrees to accept the terms of this Agreement, (ii) has delivered, together with the execution of this Agreement, a letter of retirement, attached hereto as Exhibit “A,” and (iii) agrees to execute on December 31, 2020, the Release and Waiver of Claims Agreement (“Release,” attached hereto as Exhibit “B”).

Role; Compensation & Benefits: Unless Employee’s employment earlier terminates pursuant to Section 3 below, (a) Employee shall continue to serve as Senior Vice President and Chief Financial Officer for Group 1 for the Initial Period, and (b) Employee shall serve as Corporate Finance Director for the Transition Period. During these periods of employment and subject to the foregoing sentence, Employee (i) will continue to be paid his regular salary, (ii) shall continue to participate in and receive all health and welfare benefits to which he is entitled as a Group 1 employee, including, but not limited to, those set forth in Section 4 below, and (iii) be provided with office space, computer access, and phone privileges. Except as otherwise provided in this Agreement, Employee acknowledges and agrees that Employee has no right to receive any additional form or type of remuneration of any kind or type that may be paid to other executives prior to the Retirement Date. For the sake of clarity, Employee shall not be eligible for an annual bonus for 2020 and shall not be entitled to receive any additional equity-based award grants following the Effective Date. During the Initial Period, Employee agrees to perform all duties as the Chief Financial Officer of the Company, including completion and execution of all filings with the Securities and Exchange Commission until the Transition Date (or the filing of the Company’s Form 10-Q for the second quarter of 2020 (the “Q2 Date”), whichever is later). During the Transition Period, Employee’s duties shall be at the discretion of the Chief Executive Officer of the Company, with a minimum time commitment of thirty (30) hours per week.

Term: Both Group 1 and Employee expressly understand and agree that until the Retirement Date, unless terminated pursuant to the following sentence, Employee will remain employed (a) as the Senior Vice President and Chief Financial Officer of Group 1 through the Transition Date and (b) as the Company’s Corporate Finance Director from the Transition Date through the Retirement Date. A termination of employment prior to the Retirement Date, by either party, shall occur only in the event or occurrence of one of the following: (i) Employee’s death or “Disability” as such term is defined in the Employee’s Restricted Stock Agreement(s) (as such term is defined below) (a “Qualified Termination”), or (ii) a termination by the Company for “Cause” as such term is defined in the Employment Agreement. Prior to a termination of employment for Cause, the Parties shall follow any notice and cure provisions applicable under the Employment Agreement. If the Employee’s employment is terminated on the Retirement Date, or if Employee’s employment is terminated prior to the Retirement Date for any reason other than (A) for Cause, (B) on account of Employee’s death or Disability, or (C) any termination by Employee, then, subject to Employee’s entry into (and non-revocation in the time provided to do so), on the date of termination or within 21 days thereafter, a release of claims acceptable to the Company in a form (subject to adjustment by the Company to reflect applicable law, Employee’s particular terms and date of separation) similar to the Release, the Company agrees that any restricted stock award which has not vested and been released as of the date of termination (the “Restricted Stock”), will become vested on the “Compliance Expiration Date,” as such term is defined in the agreements evidencing the Restricted Stock (the “Restricted Stock Agreements”), under and subject to the Qualified Retirement provisions of the Restricted Stock Agreements or, if earlier, Employee’s death. These shares will become vested and nonforfeitable following such two-year holding period relating to the Compliance Expiration Date provided that the Employee satisfies the confidentiality, non-competition, and non-solicitation provisions contained in Exhibit A of the Restricted Stock Agreement. The Company acknowledges and agrees that the Compensation Committee of the Board of Directors has agreed to waive the age requirement of the Qualified Retirement provision under these circumstances. For the purpose of determining the timing of payments upon termination pursuant to this Section 3, “date of termination,” “termination of employment” and similar terms will mean “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). The Parties agree that, as of the Effective Date, all of Employee’s Performance Share Units that are then outstanding shall be forfeited, and Employee shall not be entitled to any payment thereunder.

Rights Not Affected: This Agreement will not affect Employee’s rights in the Group 1 Automotive, Inc. Deferred Compensation Plan, the Executive Term Life & Accidental Death and Dismemberment Insurance, the Disability Income Insurance: Long Term Benefits, the Company’s 401(k) plans or any deferred compensation plan, or Employee’s ownership rights to shares of stock in the Company.

Restrictive Covenants; Employee Obligations:

Employee acknowledges and reaffirms the continued effectiveness of the post-employment and non-competition obligations owed by Employee under Section 2 of the Incentive Compensation and Non-Compete Agreement, entered into between Employee and the Company as of June 2, 2006 (“Incentive Agreement”).

Employee reaffirms his commitment to maintain all confidentiality and non-disparagement obligations imposed under Sections 5 and 6.2 of the Employment Agreement and under Section 3 of the Incentive Agreement.

Employee has executed the attached retirement letter on the Effective Date. Employee agrees to execute any additional documents necessary to effectuate his resignation as Chief Financial Officer with Group 1 and to cooperate in any filings with the Securities and Exchange Commission related to his retirement.

Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Employee from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Employee from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this paragraph, or to notify the Company that Employee has engaged in any such conduct.

Prior Agreements: Except as otherwise specified herein, all other terms of Employee’s agreements with Group 1, including the terms of the Employment Agreement and the Incentive Agreement, remain in full force and effect during and after the Term, subject to the terms of those agreements; provided, however, that Employee agrees that nothing in this Agreement, including any action taken pursuant to this Agreement, shall entitle Employee to terminate employment under sections 3.3(i) or 3.3(ii) of the Employment Agreement. Employee further agrees that Employee’s termination of employment at any time following the Effective Date shall under no circumstances constitute an Involuntary Termination of employment under the Employment Agreement. For the avoidance of doubt, Employee acknowledges and agrees that the terms of the Company’s compensation recovery policy, which allows for clawback of certain performance-based payments under certain events, shall remain in full and effect during and after the Term.

Severability: In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

Employee Indemnity Not Affected: The releases contained herein shall not affect Group 1’s obligation under law, to the extent applicable, to indemnify Employee as an employee for actions taken within the scope and course of Employee’s employment.

Jurisdiction and Choice of Law: The Employee and Company agrees to use the Laws of Texas to enforce the terms of this Agreement and the matter shall be heard in Harris County, Texas. Employee agrees to service and personal jurisdiction in Harris County, Texas.