0000950129-07-000934 Sample Contracts

INCENTIVE COMPENSATION, CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT
Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement • February 27th, 2007 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas

This Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement (“Agreement”) is entered into between Group 1 Automotive, Inc. (“Employer”), and Randy L. Callison (“Employee”), as of December 31, 2006 (the “Effective Date”).

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SEVERANCE AND RELEASE AGREEMENT
Severance Agreement • February 27th, 2007 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Georgia

This Severance and Release Agreement (“Agreement”) is made and entered into by and between Group 1 Automotive, Inc. (“Employer”) and Joe Herman (“Mr. Herman”).

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