FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
Exhibit 10.40
FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT
THIS FIRST AMENDMENT
TO RESTRICTED STOCK AGREEMENT (the “Agreement”) is made
as of this 8
day of November, 2007 by and between Group 1 Automotive, Inc., a Delaware corporation (the
“Company”), and Xxxx X. Xxxxxxxxxx (“Executive”). Capitalized terms used but not defined herein
have the meanings attributed to such terms in the Agreement.
WHEREAS, pursuant to the Agreement, the Company awarded 70,000 Restricted Shares to Executive;
and
WHEREAS, the Company desires to extend the dates at which the Forfeiture Restrictions are
scheduled to lapse with respect to those Restricted Shares for which the Forfeiture Restrictions
have not yet lapsed and Executive is agreeable to such extension.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Notwithstanding anything to the contrary in (a) the Agreement, (b) the Employment Agreement
dated April 9, 2005 by and between the Company and Executive, and (c) the Notice of Grant of Award
and Award Agreement effective April 21, 2005 with respect to the award of the Restricted Shares,
the Forfeiture Restrictions applicable to the Restricted Shares will lapse in accordance with the
following schedule, provided that Executive has been continuously employed by the Company from the
date of the Agreement through the lapse date set forth below:
| Number of Restricted Shares | Date of Lapse | |
| 20,000 | April 21, 2007 | |
| 10,000 | May 15, 2008 | |
| 10,000 | May 15, 2009 | |
| 30,000 | May 15, 2010 |
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted
Shares then subject to the Forfeiture Restrictions on the date Executive’s employment with the
Company is terminated by reason of death or Disability.
2. Except as amended hereby, the Agreement is specifically ratified and reaffirmed.
EXECUTED this
8 day of November, 2007, effective for all purposes as provided above.
| GROUP 1 AUTOMOTIVE, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| EXECUTIVE |
||||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| Title: | President & Chief Executive Officer | |||
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