Common use of Payments and Benefits Upon Death Clause in Contracts

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx X. Xxxxxxxx Lxxx X. Xxxxxxxx Dated: January 22, 2004 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx Dxxxx X. Xxxxxxxx Lxxx Xxx Dxxxx X. Xxxxxxxx Xxx Dated: January 22August 11, 2004 2003 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx Jxxx X. Xxxxxx Its: President & CEO Senior Vice President, Secretary, and General Counsel SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx Jxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx X. Xxxxxxxx Lxxx X. Xxxxxxxx Dated: January 22, 2004 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.Xxxxxx

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx X. Xxxxxxxx Lxxx X. Xxxxxxxx Dated: January 22, 2004 10/15/03 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx Jxxx X. Xxxxxxxx Lxxx Xxxxxx Jxxx X. Xxxxxxxx Xxxxxx Dated: January 22August 11, 2004 2003 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.

Payments and Benefits Upon Death. If, at the time of your death, the Partnership owes you any payments or other benefits as a result of termination of your employment, resignation, a Change of Control, or your Disability, all of those payments and benefits shall become due and payable to your estate to the same extent, at the same times, and subject to the same terms as they would have been due and payable to you but for your death. Further, any payments or other benefits that become due on account of your death shall be paid to your estate. Legal Fees If a claim is asserted for breach of any provision of this Agreement, you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Arbitration Any disputes between the Partnership and you in any way concerning your employment, the termination of your employment, this Agreement or its enforcement shall be submitted at the initiative of either party to binding arbitration in the Washington Metropolitan area before a single arbitrator pursuant to the Rules for Resolution of Employment Disputes of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia. The Partnership and you each irrevocably consents to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorney’s fees, provided, however, that you will be entitled to recover your reasonable attorney’s fees and expenses if you prevail. Notwithstanding the foregoing, the Partnership, in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as it shall elect to enforce your obligations in Exhibit A. Superseding Effect This Agreement supersedes any prior oral or written employment or severance agreements between you and the Company or the Partnership. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements, and writings with respect to the subject matter of this Agreement. All such other negotiations, commitments, agreements, and writings will have no further force or effect; and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. If you accept the terms of this Agreement, please sign in the space indicated below. We encourage you to consult with any advisors of your choosing. CAPITAL AUTOMOTIVE L.P. General Partner: CAPITAL AUTOMOTIVE REIT, a Maryland real estate investment trust By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer SEEN & AGREED TO: CAPITAL AUTOMOTIVE REIT By: /s/ Txxxxx X. Xxxxxx Txxxxx X. Xxxxxx Its: President & CEO and Chief Executive Officer I accept and agree to the terms of employment set forth in this Agreement: /s/ Lxxx Jxx X. Xxxxxxxx Lxxx Jxx X. Xxxxxxxx Dated: January 22August 11, 2004 2003 Exhibit A No Competition In consideration of your employment by the Partnership and salary and benefits under this Agreement, during the term of your employment, and except as set forth below, until the date two years after your employment with the Company, the Partnership, or their successors, assigns, affiliates, or subsidiaries (collectively, the “Company Group”) ends for any reason (the “Restricted Period”), you agree as follows: The Company is a real estate investment trust formed to acquire real properties owned by automobile dealerships and other automotive-related businesses and lease the properties to such businesses. You will not, directly or indirectly, promote, be employed by, lend money to, invest in, or engage in any Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member, or otherwise) that constitutes such a Competing Business. You may own up to 3% of the outstanding capital stock of any corporation that is actively publicly traded without violating this No Competition covenant. This covenant does not preclude you from being employed by any non-public automobile dealership or dealership group or other non-public automotive-related business that is a lessee or prospective lessee of properties the Company or the Partnership holds or is actively considering acquiring. If, during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s or the Partnership’s, you will inform the Partnership in writing of the identity of the business, your proposed duties with that business, and the proposed starting date of that employment. You will also inform that business of the terms of this Exhibit A. The Partnership will analyze the proposed employment and make a good faith determination as to whether it would threaten the Partnership’s legitimate competitive interests. If the Partnership determines that the proposed employment would not pose an unacceptable threat to its interests, the Partnership will notify you that it does not object to the employment. You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be reasonably able to earn a livelihood without violating the terms of this Agreement. You understand and agree that the rights and obligations set forth in this No Competition Section will continue for two years from the date of termination of this Agreement and your employment with the Partnership or the Company Group.