This Employment Agreement ("Agreement") is entered into between Group 1 Automotive, Inc. having offices at
950 Echo Lane, Suite 350, Houston, Texas 77024 ("Employer"), and Scott L. Thompson, an individual currently
residing at 8610 Hawaii Lane, Jersey Village, Texas 77040 ("Employee"), to be effective as of November 3,
For and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and
Employee agree as follows:
1. EMPLOYMENT AND DUTIES:
1.1. Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning
November 3, 1997 and continuing throughout the Term (as defined below) of this Agreement, subject to the
terms and conditions of this Agreement.
1.2. Employee shall serve as "Senior Vice President -- Chief Financial Officer" and "Treasurer" of Employer.
Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee's abilities
the duties and services appertaining to such position as determined by Employer, as well as such additional or
different duties and services appropriate to such position which Employee from time to time may be reasonably
directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and
procedures as Employer may establish from time to time.
1.3. Employee shall, during the period of Employee's employment by Employer, devote Employee's full business
time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's
duties hereunder, is contrary to the interests of Employer or any of its subsidiaries or affiliates, or requires any
significant portion of Employee's business time; provided, however, that Employee may engage in passive
personal investments that do not conflict with the business and affairs of the Employe