8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 11, 2010

Group 1 Automotive, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13461	76-0506313
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
800 Gessner, Suite 500, Houston, Texas		77024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-647-5700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2010, the Compensation Committee of the Board of Directors of Group 1 Automotive, Inc., established the objectives for the company's 2010 corporate incentive plan payable in 2011, for our executive officers. Incentive compensation will be based upon both financial and mission-based goals. Up to 50% of the incentive award will be financial-based (EPS target) and up to 50% of the incentive award will be based on mission-based goals established at the beginning of the year. The mission-based and financial portions of the bonus can be awarded independently so that achievement of one is not predicated on the achievement of the other. Under this plan, the bonus payout, as a percentage of each officer's base salary at January 1, 2010, is as follows:

Earl J. Hesterberg - Threshold Performance - 67% ($666,667); Target Performance - 83% ($833,333); and Maximum Performance - 100% ($1,000,000).

John C. Rickel - Threshold Performance - 67% ($300,000); Target Performance - 83% ($375,000); an d Maximum Performance - 100% ($450,000).

Mark J. Iuppenlatz – Threshold Performance - 40% ($154,000); Target Performance - 50% ($192,500); and Maximum Performance - 60% ($231,000).

Darryl M. Burman - Threshold Performance - 40% ($143,000); Target Performance - 50% ($178,750); and Maximum Performance - 60% ($214,500).

J. Brooks O'Hara - Threshold Performance - 40% ($106,080); Target Performance - 50% ($132,600); and Maximum Performance - 60% ($159,120).

A copy of the 2010 Incentive Compensation Guidelines is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1 Group 1 Automotive, Inc. 2010 Incentive Compensation Guidelines

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Group 1 Automotive, Inc.
March 17, 2010	By:	/s/Darryl M. Burman
		Name: Darryl M. Burman
		Title: Vice President & General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Group 1 Automotive, Inc. 2010 Incentive Compensation Guidelines

EX-10.1

2010 Incentive Compensation Guidelines

• Each year the Compensation Committee of the Board (“the Committee”) will approve the employees of Group 1 who are eligible for participation in the Corporate Incentive Compensation Plan (“the Plan”) for the year.

• Incentive compensation levels of the Plan for each individual will be stated as a percentage of the participating employee’s base compensation.

• For Managers and above, incentive compensation levels of the Plan will be based upon both financial-based and mission-based goals for the Plan year as established by the Committee.

– Up to 50% of the incentive award will be based on an established financial goal (EPS target). For purposes of calculating the EPS financial goal, any effects of stock buy backs, restoration of 401(k) and deferred compensation benefits, lease terminations, APB 14.1, asset impairments, and franchise impairments will be excluded from the calculation.

– Up to 50% of the incentive award will be based on mission-based goals established at the beginning of each year. The mission-based bonus will only be funded if the Company achieves a minimum EPS of $1.50.

– The mission-based and financial-based portions of the bonus can be awarded independently so that achievement of one is not predicated on the achievement of the other.

• For Associate Managers and below, the incentive award will be based on attainment of mission-based goals established during the annual review cycle and performance during the year as determined by the individual’s manager and department head.

• For Employees hired during a Plan year, the Committee will have complete discretion as to the extent of participation in the Plan, if any, by the new hire.

• Employees who resign their positions with Group 1 will not be entitled to participate in the Plan for the year in which the resignation occurs.

• Employees who resign their positions with Group 1 after the end of a Plan year, but before the actual payment of the incentive compensation amounts will be entitled to payment for the Plan year for which they were employed.

• Incentive Compensation earned for the Plan year will be paid after completion of the Company’s audit and announcement of earnings for that year.

• In the event of a material restatement of the Company’s financial statement, the Committee may, in its discretion, either make additional payment to or seek to recover the cash amount by which the individual employee’s bonus is affected based on the restated financial results.

• The Committee has sole authority to administer, modify or change the Plan, including but not limited to, adjusting actual performance criteria for Plan purposes for extraordinary or unusual items included in actual operating results, or when the company fails to meet financial objectives.