Group 1 Automotive, Inc.
Summary of Non-Employee Director Compensation
Effective February 1, 2009
Summary of Director
Stock Ownership Guidelines
Approved November 2004
Directors are required to maintain ownership of a minimum of 3,000 shares of Group 1 Automotive, Inc.’s
common stock. The minimum ownership requirement must be achieved within three 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.
Annual Retainer 1 :
Additional Annual Retainers:
Non-Executive Chairman of the Board
Audit Committee Chair
Compensation Committee Chair
All Other Committee Chairs
Meeting Fees 3 :
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.