0001299933-18-000446 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT Qualified Retirement
Restricted Stock Agreement • May 22nd, 2018 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

THIS RESTRICTED STOCK 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 whose name is set forth on the Grant Notice (“Employee”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2018 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Texas

This Amendment (this “Amendment”) is entered into between Group 1 Automotive, Inc., a Delaware corporation (the “Company”), and Earl J. Hesterberg (“Employee”), effective as of May 17, 2018 (the “Amendment Effective Date”).

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