Group 1 Automotive, Inc. Non-Employee Director Compensation Plan (Effective January 1, 2012)

Summary

This plan outlines the compensation for non-employee directors of Group 1 Automotive, Inc. Directors receive an annual cash retainer of $45,000 and stock valued at $110,000, with additional retainers for certain leadership roles and committee chairs. Meeting fees and a vehicle stipend are also provided. Directors must own at least 10,000 shares of company stock within five years of joining the board, with restricted stock grants counting toward this requirement.

EX-10.16 2 d264649dex1016.htm NON-EMPLOYEE DIRECTOR COMPENSATION PLAN Non-Employee Director Compensation Plan

Exhibit 10.16

Summary of Non-Employee Director Compensation

Effective January 1, 2012


	Amount
Annual Retainer:
Cash¹	$	45,000
Stock²		110,000

Additional Annual Retainers:
Non-Executive Chairman of the Board		100,000
Audit Committee Chair		25,000
Compensation Committee Chair		15,000
Finance/Risk Management Committee Chair		15,000
Nominating/Governance Committee Chair		10,000

Meeting Fees³:
Board		2,500
Audit Committee		2,500
Non-Audit Committee		1,500

Vehicle Stipend		17,600

1.	Payable in quarterly installments.

2.	Granted under Group 1 Automotive, Inc. 2007 Long Term Incentive Plan; valued at the date of grant.

3.	Abbreviated meetings, as determined at the discretion of the chair, will result in the payment of one-half of the regular fees for the meeting.

Summary of Director

Stock Ownership Guidelines

Approved November 2009

Directors are required to maintain ownership of a minimum of 10,000 shares of Group 1 Automotive, Inc.’s common stock. The minimum ownership requirement must be achieved within five years of election to the Board of Directors. Restricted stock granted to directors as part of the annual retainer counts toward the minimum ownership requirement without regard to the vesting or other liquidity provisions related thereto.