Attached files
file | filename |
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EX-31.2 - EX-31.2 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex31d2.htm |
EX-31.1 - EX-31.1 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex31d1.htm |
EX-22 - EX-22 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex22.htm |
EX-10.6.2 - EX-10.6.2 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex10d6d2.htm |
EX-21 - EX-21 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex21.htm |
EX-4.1.9 - EX-4.1.9 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex4d1d9.htm |
EX-10.6.1 - EX-10.6.1 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex10d6d1.htm |
EX-23.1 - EX-23.1 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex23d1.htm |
EX-32 - EX-32 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex32.htm |
10-K - 10-K - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231x10k.htm |
EX-10.15.6 - EX-10.15.6 - PENSKE AUTOMOTIVE GROUP, INC. | pag-20201231xex10d15d6.htm |
AMENDED AND RESTATED PENSKE AUTOMOTIVE GROUP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
I. | Introduction and Definitions |
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 or its Compensation and Management Development Committee. |
2. | “Code” shall mean the Internal Revenue Code of 1986, as amended. |
3. | “Company” shall mean Penske Automotive Group, Inc., a Delaware corporation, and any successor corporation. |
4. | “Director” shall mean a member of the Board. |
5. | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. |
6. | “Non-Employee Director” shall mean a Director who is not also a salaried employee of the Company or any of its subsidiaries. Only Non-Employee Directors may participate in the Plan. |
7. | “Payment Date” shall mean a date selected by the Board which falls within the first quarter of the calendar year following the calendar year in which a Non-Employee Director served on the Board. |
9. | “Stock” shall mean shares of the Voting Common Stock of the Company, par value $0.0001 per share. |
10. | “Termination of Service”, and any similar term used in the Plan, means a Non-Employee Director’s separation from service as defined under Section 409A of the Code. |
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II. | Non-Employee Director Fees |
D. | Election to Receive Fee in Stock. |
2. | 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. | Any shares of Stock paid to a Non-Employee Director, or Units credited to a Non-Employee Director’s Deferred Fees Account, shall be issued from the Company’s 2020 Equity Incentive Plan (or any successor plan). |
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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 they have a Termination of Service from the Board. |
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F. | Distribution of Deferred Fees. |
3. | Form of Payment Elections. |
4. | Determination of Amount of Cash Installment Payments. |
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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. |
5. | Determination of Amount of Installment Payments in Shares of Stock. |
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IV. | General Terms |
B. | Effective Date. The amended and restated Plan shall be effective as of the date hereof. |
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. |
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