UNITED AUTO GROUP, INC.
2002 EQUITY COMPENSATION PLAN
1. DEFINITIONS: As used herein, the following definitions shall apply:
(a) "Award" shall mean any stock option, stock appreciation right, restricted stock, restricted stock unit,
performance share award or other stock-based award granted under the Plan.
(b) "Committee" shall mean a committee consisting of two or more members of the Board of Directors of the
Corporation, each of whom (1) shall be an "outside director" as defined under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "CODE"), and the Treasury Regulations thereunder, and (2) shall be a
"non-employee director" as defined under Rule 16b-3 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended, or any similar or successor provision, as appointed by the Board of
Directors of the Corporation to administer the Plan.
(c) "Corporation" shall mean United Auto Group, Inc., a Delaware corporation, or any successor thereof.
(d) "Discretion" shall mean in the sole discretion of the Committee, with no requirement whatsoever that the
Committee follow past practices, act in a manner consistent with past practices, or treat a Participant (as
hereinafter defined) in a manner consistent with the treatment afforded other Participants with respect to the Plan.
(e) "Incentive Option" shall mean an option to purchase Common Stock of the Corporation which meets the
requirements set forth in the Plan and also meets the definition of an incentive stock option set forth in Section
422 of the Code.
(f) "Nonqualified Option" shall mean an option to purchase Common Stock of the Corporation which meets the
requirements set forth in the Plan but does not meet the definition of an incentive stock option set forth in Section
422 of the Code.
(g) "Other stock-based award" shall mean any right granted under Paragraph 20 of the Plan.
(h) "Participant" shall mean any individual designated by the Committee under Paragraph 6 for participa