INCENTIVE COMPENSATION, CONFIDENTIALITY,
NON-DISCLOSURE AND NON-COMPETE AGREEMENT
This Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement
(“Agreement”) is entered into between Group 1 Automotive, Inc. (“Employer”), and Randy L.
Callison (“Employee”), as of December 31, 2006 (the “Effective Date”).
WHEREAS, Employer desires to grant to Employee shares of restricted stock or restricted
stock units (collectively “Restricted Stock”) as part of an incentive compensation plan to encourage
Employee’s loyalty, future performance and continued employment with Employer.
WHEREAS, in exchange for Employer granting to Employee shares of restricted stock or
restricted stock units and providing Employee with certain confidential and proprietary information
and trade secrets for the purpose of carrying out his employment responsibilities (as set forth in
Section 2 of this Agreement), Employee agrees to the non-competition provisions of Section 3 of
For and in consideration of the mutual promises, covenants, and obligations contained herein,
Employer and Employee agree as follows:
1.1. Initial Grant. Employer hereby grants to Employee 10,000 shares of Restricted Stock in
accordance with the terms and conditions of Employer’s 1996 Stock Incentive Plan. Such shares of
Restricted Stock shall vest as follows: (i) 4,000 shares (or units) shall vest on January 1, 2009;
(ii) 2,000 shares (or units) shall vest on January 1, 2010; (iii) 2,000 shares (or units) shall vest on
January 1, 2011; and (iv) 2,000 shares (or units) shall vest on January 1, 2012.
1.2. Additional Grants. Employee shall be eligible to receive additional grants under
Employer’s 1996 Stock Incentive Plan in such amounts as determined in the sole discretion of the
Compensation Committee, including grants of options or Restricted Stock.
1.3. Options. If Employee is granted stock options, Employee shall enter into a