CAPITAL AUTOMOTIVE REIT 4,600,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2004 • Capital Automotive Reit • Real estate investment trusts • New York
Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan Stock Option AgreementStock Option Agreement • December 23rd, 2004 • Capital Automotive Reit • Real estate investment trusts • Maryland
Capital Automotive REIT (the “Company”) has granted you one or more options (the “Option(s)”) under the Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan (the “Plan”) to purchase certain common shares of beneficial interest of the Company (the “Common Shares”), at specified prices per share (the “Exercise Price”). Schedule I to this Agreement (the “Agreement”) specifies the number of Common Shares, the Exercise Price, the Date of Grant, the date the Option(s) will expire absent some earlier expiration (the “Option Expiration Date”) , and whether a particular option is intended to be an incentive stock option (“ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Option(s) designated as ISOs will be treated as such to the limits the Code allows and as nonqualified stock options for any additional Common Shares.
Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan Restricted Share AgreementRestricted Share Agreement • December 23rd, 2004 • Capital Automotive Reit • Real estate investment trusts • Maryland
Under the Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan (the “Plan”), Capital Automotive REIT (the “Company”) has granted you (the “Grants”) the number of common shares of beneficial interest (the “Shares”) set forth on Schedule I to this Agreement, subject to your payment of the sum of the par value of such Shares (equal to 1 cent per Share times the number of Shares) and also subject to certain restrictions specified below in Restrictions and Forfeiture. (While subject to the Restrictions, this Agreement refers to the Shares as “Restricted Shares”.) Each Date of Grant is set forth on Schedule I.
