[GROUP 1 AUTOMOTIVE INC LOGO]
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made as of the effective date set
forth on the attached notice of grant (the "Grant Notice"), between GROUP 1 AUTOMOTIVE, INC., a
Delaware corporation (the "Company"), and the employee set forth on the Grant Notice ("Employee").
To carry out the purposes of the GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (the
"Plan"), by affording Employee the opportunity to purchase shares of the common stock of the Company
("Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Employee the right and option ("Option")
to purchase all or any part of the aggregate number of shares of Stock set forth on the terms and conditions set
forth herein, in the Grant Notice and in the Plan, which Grant Notice and Plan are incorporated herein by
reference as a part of this Agreement. This Option is intended to constitute an incentive stock option, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to the greatest
extent permitted under such section of the Code or any succeeding statutes.
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the exercise of this Option shall be
as set forth in the Grant Notice, which has been determined to be not less than 100% of the fair market value of
the stock at the date of grant of this Option. For all purposes of this Agreement, fair market value of Stock shall
be determined in accordance with the provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this Option as herein provided, this Option may
be exercised, by written notice to the Company at its principal executive offices addressed to the attention of the
Vice President of Human Resources (or such other officer or employe