EXHIBIT 10.1.13.1
SECOND AMENDED AND RESTATED
UNITED AUTO GROUP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
DECEMBER 11, 2002
I. INTRODUCTION AND DEFINITIONS
A. Purpose. The purpose of this Plan is to promote the interests of
United Auto Group, Inc. and its affiliates and stockholders by helping
to attract and retain highly qualified non-employee directors. This
Plan amends and restates the United Auto Group, Inc. Amended and
Restated Non-Employee Director Compensation Plan adopted by the Board
of Directors on August 1, 2001.
B. Definitions. Unless the context clearly indicates otherwise, the
following terms, when used in the Plan, shall have the meanings set
forth in this section:
1. "Board" shall mean the Board of Directors of the Company.
2. "Company" shall mean United Auto Group, Inc., a Delaware
corporation, and any successor corporation.
3. "Director" shall mean a member of the Board.
4. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
5. "Non-Employee Director" shall mean a Director who is not also a
salaried employee of the Company or any of its subsidiaries, and
otherwise meets the requirements of a Non-Employee Director under
applicable securities laws.
6. "Payment Date" shall mean a date selected by the Board which
falls within the first quarter of the year following the year in
which a Non-Employee Director served on the Board.
7. "Plan" shall mean this Second Amended and Restated United Auto
Group, Inc. Non-Employee Director Compensation Plan, as set forth
herein and as it may be amended from time to time.
8. "Stock" shall mean shares of the Voting Common Stock of the
Company, par value $0.0001 per share.
II. NON-EMPLOYEE DIRECTOR FEES
A. Fee. Each Non-Employee Director shall be paid for each year or partial
year of service a fee of $40,000 (pro rated for partial years) (the
"Fee").
B. Manner of Payment. The Non-Employee Director must annually elect
whether to receive the Fee in the form of cash or Stock. This election
must be received by
the Company on or before March 1 (the "Election Date") of each year.
Once made, this election is irrevocable for such year.
C. Payment Date. That portion of the Fee not deferred shall be paid on
the Payment Date. If a Non-Employee Director fails to elect the manner
of payment of the Fee by the Election Date, or if a Non-Employee
Director's election to receive the Fee in Stock has not been
previously approved by the Board, then that Non-Employee Director's
Fee shall be payable in Cash.
D. Election to Receive Fee in Stock
1. A Non-Employee Director's election to receive the Fee in
Stock must be approved by the Board prior to the Payment
Date.
2. If a Non-Employee Director's election is approved by the
Board, then the Non-Employee Director's Fee, if not
deferred, shall be paid in shares of Stock or, if deferred,
then payable in Units, the number of which will be
determined as follows: by dividing the Fee, (or the prorated
portion for partial years) by the average of the closing
market price of the Stock as reported on the New York Stock
Exchange for the 20 trading days immediately preceding and
including the Payment Date.
3. Such shares of Stock shall not be subject to any transfer or
resale restrictions other than those applicable under
federal and state securities laws.
4. If a Non-Employee Director becomes a member of the Board
after the Election Date, then such Director may elect to
receive the Fee in the form of Stock on the Payment Date by
making such election within 30 days after becoming a
Director, provided that such election shall be subject to
approval by the Board.
III. DEFERRAL OF NON-EMPLOYEE DIRECTOR FEE.
A. Introduction: Non-Employee Directors, on an individual basis, may
defer all or part of their Fee until such time as their service on the
Board terminates.
B. Manner of Deferral: On or before the Election Date, a Non-Employee
Director may elect to defer all or a portion of the Fee (the "Deferred
Fee"). Such election shall be irrevocable for the period of service
for which the Fee is payable. The Deferred Fee will be credited to the
Non-Employee Director's deferred fees account (the "Deferred Fees
Account") as of the Payment Date and accounted for pursuant to the
manner of payment elected by the Non-Employee Director until fully
paid out.
C. Deferral of Stock: If a Non-Employee Director elects to receive the
Fee in Stock, the payment of which has been deferred in whole or in
part, then the Non-
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Employee Director's Deferred Fees Account will be credited with the
number of stock units ("Units"), calculated to the nearest thousandths
of a Unit, determined by dividing the amount of the Deferred Fee by
the average of the closing market price of the Stock as reported on
the New York Stock Exchange for the 20 trading days immediately
preceding and including the Payment Date. The Non-Employee Director's
Deferred Fees Account will also be credited with the number of Units
determined by multiplying the number of Units in the Non-Employee
Director's Deferred Fees Account by any per share cash dividends
declared by the Company on its Stock and dividing the product by the
closing market price of the Stock as reported on the New York Stock
Exchange on the related dividend payment date, and also by multiplying
the number of Units in the Non-Employee Director's Deferred Fees
Account by any stock dividends declared by the Company on its Stock.
D. Deferral of Cash: If a Non-Employee Director elects to receive the Fee
in cash, the payment of which has been deferred in whole or in part,
then the Non-Employee Director's Deferred Fees Account (a) will be
credited on the Payment Date in an amount equal to the Deferred Fee,
and (b) will be credited as of the end of each calendar quarter
additional compensation equal to interest on the amounts credited to
such account from the date credited (or the end of the preceding
quarter, if later) to the end of such quarter at the rate of interest
payable on the last issue of U.S. 90-day Treasury Bills made prior to
the end of such quarter, as published in the Wall Street Journal.
E. Recapitalization: If, as a result of a recapitalization of the Company
(including stock splits), the Company's outstanding shares of Stock
shall be changed into a greater or smaller number of shares, the
number of Units credited to a Non-Employee Director's Deferred Fees
Account shall be appropriately adjusted on the same basis.
F. Distribution of Deferred Fees.
1. Upon a Non-Employee Director's retirement, death or other
termination of his membership on the Board (collectively,
"Termination"), the Non-Employee Director shall receive the
amount credited to his Deferred Fees Account in five
substantially equal annual installments commencing on the first
Payment Date following the Non-Employee Director's Termination
(the "Installment Payment Date"). Upon request of the
Non-Employee Director, and subject to the Board's approval,
distributions may be made in a lump sum following the
Non-Employee Director's Termination or in installments, equal or
otherwise, more rapidly than provided in this paragraph.
2. Survivor Payout Elections. In the event of a Non-Employee
Director's death prior to receiving all entitled deferred
payments, the value of the Deferred Fees Account on the date of
the Non-Employee Director's death shall be determined and paid to
the beneficiary(s) designated by the Non-Employee Director (or,
failing such designation, to the Non-Employee Director's estate)
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in accordance with the installment schedule set forth in
paragraph F(1) above, unless the Non-Employee Director has
elected to have the remaining payments made in a single lump sum
upon his death, in which case a lump sum payment will be made to
the designated beneficiaries or the Non-Employee Director's
estate as soon as practicable after the Non-Employee Director's
death.
3. Form of Payment Elections.
a) All installment payments from the Non-Employee Director's
Deferred Fees Account shall be in the form of cash.
b) Notwithstanding the preceding paragraph, upon request of the
Non-Employee Director, and subject to the Board's approval,
a Non-Employee Director, former Non-Employee Director, or
deceased Non-Employee Director's beneficiary or legal
representative may elect at anytime to have any or all
payouts, or remaining payouts, of the Non-Employee
Director's Deferred Fees Account paid out in cash or in
shares of the Stock.
4. Determination of Amount of Cash Installment Payments.
a) The amount of the first cash installment payment shall be a
fraction of the Cash and/or Units in the Non-Employee
Director's Deferred Fees Account on the first Installment
Payment Date, the numerator of which is one and the
denominator of which is the total number of installments
elected. Each subsequent installment shall be calculated in
the same manner as of each subsequent Installment Payment
Date except that the denominator shall be reduced by the
number of installments which have been previously paid.
b) The amount of cash payable for deferred fees accounted for
as Units based on the Company's Stock value will be paid as
described above, based on the number of Units in the
Non-Employee Director's Deferred Fees Account on the
Installment Payment Date multiplied by the closing market
price of the Company's Stock as reported on the New York
Stock Exchange on the last trading day preceding the
Installment Payment Date.
5. Determination of Amount of Installment Payments in Shares of
Stock.
(a) The amount of the first installment payment payable in
shares of the Stock for deferred fees shall be a fraction of
the value of the Cash and/or Units in the Non-Employee
Director's Deferred Fees Account on the date of the first
Installment Payment Date, the numerator of which is one and
the denominator of which is the total number of installments
elected. Each subsequent installment shall be calculated in
the same manner as of each subsequent Installment Payment
Date except that the denominator shall be reduced by the
number of installments which have been previously paid.
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(b) If a payout to be made in shares of the Stock is based on
deferred fees accounted for as Cash, the number of shares
payable shall be determined by dividing the amount of cash
that would otherwise be payable by the closing market price
of the Stock as reported on the New York Stock Exchange on
the last trading day preceding the Installment Payment Date.
(c) Except for the final installment payment, only whole shares
shall be payable, and the value of any fractional share
payable shall re retained in the Non-Employee Director's
Deferred Fees Account until the final installment payment,
at which time the value of any fractional share payable
shall be paid in cash, based on the fractional share
multiplied by the closing market price of Stock as reported
on the New York Stock Exchange on the last trading day
preceding the Installment Payment Date.
IV. GENERAL TERMS
A. Unfunded Plan. It is presently intended that the fund constitute an
unfunded plan for deferred compensation. No provision of the Plan
shall require the Company, for the purpose of satisfying any
obligations under the Plan, to purchase units or place any units in a
trust or other entity to which contributions are made or otherwise to
segregate any assets, nor shall the Company maintain separate bank
accounts, books, records, or other evidence of the existence of a
segregated or separately maintained or administered fund for such
purposes.
B. Effective Date. The Second Amendment and Restated Compensation Plan
shall be effective upon approval by the Board.
C. Amendment and Termination of the Plan. The Board in its discretion may
terminate the Plan or alter or amend the Plan or any part thereof from
time to time.
D. Rule 16b-3. The terms and conditions of each grant of a Stock or Units
under the Plan shall be approved in advance by the Board for purposes
of the exemption from Section 16(b) of the Exchange Act available
under Rule 16b-3(d)(1) and other applicable rules promulgated under
Section 16 the Exchange Act.
E. Nonassignability. It shall be a condition of this Plan (and all rights
of each Non-Employee Director and beneficiary shall be subject
thereto) that no amount payable hereunder shall be assignable in whole
or in part, either directly or by operation of law except by will or
the laws of descent or distribution. Further, no right or interest of
each Non-Employee Director or beneficiary under the Plan shall be
liable for, or subject to, any obligation or liability of such
director or beneficiary, including claims for alimony or the support
of any spouse.
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NOTICE OF ELECTION FOR FORM OF PAYMENT FOR
NON-EMPLOYEE DIRECTOR SERVICES
TO: (Input Director's Name and Address)
I. MANNER OF PAYMENT ELECTION
Pursuant to the United Auto Group, Inc.'s Non-Employee Director
Compensation Plan, for the annual fees payable to me as a Director of the
Company for the year ending December 31, _____, I hereby irrevocably elect:
[ ] To receive shares of United Auto Group, Inc. Voting Common Stock, par
value $0.0001 per share, in lieu of cash in payment of the annual fee.
The shares should be issued according to instructions set forth below;
or
[ ] Cash in payment of the annual fee.
II. DEFERRAL OPTION ELECTION
Pursuant to the United Auto Group, Inc.'s Non-Employee Compensation
Plan, I hereby irrevocably elect to defer the amount of the annual fee payable
to me as Director of the Company for the year ended December 31, ______, as
follows:
____% of, or $_____ of my annual fee.
The amount or percentage of the annual fee deferred shall be in the
manner of payment elected in Section I.
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III. BENEFICIARY
A. If my membership on the Company's Board of Directors is terminated
by death, or if I shall die after I cease to serve as a Director but before
complete distribution of my Deferred Fees Account, I direct the balance in such
account to be paid to:
-------------------------------------------
Name of Designated Beneficiary
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Address
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Relationship to Me
, 20 -------------------------------------------
- ----------- ---- Director
Date
B. If my membership on the Company's Board of Directors is terminated
by death, or if I shall die after I cease to serve as a Director but before
complete distribution of my Deferred Fees Account, I direct the balance in such
account to be paid:
[ ] In one lump sum to the Designated Beneficiary
[ ] In accordance with the Plan's Installment Payment Schedule or the
schedule previously elected by me and approved by the Board.
IV. SPECIAL INSTRUCTIONS
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V. SIGNATURE
_____________, 20___ ____________________________________
Date Director
Name: _________________________________________
Address: _______________________________________
_______________________________________
Social Security Number: ________________________
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