our future operating performance

EX-10.28 2 h79467exv10w28.htm EX-10.28 exv10w28
Exhibit 10.28
Group 1 Automotive, Inc.
Summary of Non-Employee Director Compensation
Effective January 1, 2011
         
    Amount
Annual Retainer1:
        
Cash
   $ 35,000  
Stock2
     95,000  
 
        
Additional Annual Retainers:
        
Non-Executive Chairman of the Board
     100,000  
Audit Committee Chair
     25,000  
Compensation Committee Chair
     15,000  
All Other Committee Chairs
     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.