UNITED AUTO GROUP, INC.
FIRST AMENDED AND RESTATED STOCK OPTION PLAN
February 8, 2000
This STOCK OPTION PLAN (the "PLAN") is intended to encourage stock ownership in UNITED AUTO
GROUP, INC. (the "COMPANY") by employees of the Company and its subsidiaries and affiliates in order to
increase their proprietary interest in the Company's success and to encourage such employees to remain in the
employ of the Company and its subsidiaries or affiliates.
"Board" shall mean the Board of Directors of the Company.
"Class A Preferred Stock" shall mean the Class A Convertible Preferred Stock of the Company, par value
$0.0001 per share.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Board or the Compensation and Stock Option Committee of the Board.
"Common Stock" shall mean the voting common stock of the Company, par value $0.0001 per share.
"Eligible Employee" shall mean (i) any person employed on a full-time basis by the Company or any of its
subsidiaries or (ii) any person employed by an affiliate of the Company who performs services for the Company
or any of its subsidiaries or (iii) any director or former employee of the Company or any of its subsidiaries.
"Exercise Price" shall have the meaning assigned to such term in Article VI hereof.
"IPO" shall mean a "Qualified Public Offering" as such term is defined in the Company's Restated Certificate of
Incorporation as in effect on the date the Plan is adopted by the Board or the completion of a sale of capital
stock of the Company (or a subsidiary of the
Company) pursuant to a registration statement which has become effective under the Securities Act of 1933, as
amended, and which has been deemed to be a Qualified Public Offering by the holders of a majority of the
outstanding shares of the Class A Preferred Stock of the Company.
"ISO" shall mean an "incentive stock option" within the meaning of Section 422 of the Cod