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EXHIBIT 10.8
[ ] Employee's Copy
[ ] Partnership's Copy
CAPITAL AUTOMOTIVE L.P.
CHANGE OF CONTROL AGREEMENT
TO XXX X. XXXXXXXX:
This Agreement provides you with severance if, after a Change of
Control (as defined below) your employment with Capital Automotive L.P., a
Maryland limited Partnership (the "Partnership"), and Capital Automotive REIT, a
Maryland real estate investment trust (the "Company") or its successors is
terminated because of elimination of your position.
PAYMENTS ON If your employment is terminated after a Change of
TERMINATION Control because of the elimination of your position, the
Partnership (or the Company) will pay you one year of
salary at your then base salary rate, with the payments
made on the same schedule as though you had remained
employed. Except to the extent the law requires
otherwise or as provided in the preceding sentence,
neither you nor your beneficiary or estate will have any
rights or claims under this Agreement or otherwise to
receive severance or any other compensation, or to
participate in any other plan, arrangement or benefit
after such termination.
CHANGE OF For purposes of this agreement, Change of Control would
CONTROL consist of any one or more of the following events:
a person, entity or group (other than the Company,
the Partnership, any subsidiary of either, any
Company Group benefit plan, or any underwriter
temporarily holding securities for an offering of
such securities) acquires ownership of more than
40% of the undiluted total voting power of the
Company's ten-outstanding securities eligible to
vote to elect members of the Board ("Company
Voting Securities");
consummation of a merger or consolidation of the
Company into any other entity - unless the holders
of the Company Voting Securities outstanding
immediately before such consummation, together
with any trustee or other fiduciary holding
securities under a Company Group benefit plan,
hold securities that represent immediately after
such merger or consolidation more than 60% of the
combined voting power of the then-outstanding
voting securities or either the Company or the
other surviving entity or its parent; or
the stockholders of the Company approve (i) a plan
of complete liquidation or dissolution of the
Company or (ii) an agreement for the Company's
sale or disposition of all or substantially all
the
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Company's assets, and such liquidation,
dissolution, sale or disposition is consummated.
Even if other tests are met, a Change of Control
has not occurred under any circumstance in which
the Company files for bankruptcy protection or is
reorganized following a bankruptcy filing.
You will not be treated as being terminated because of the
elimination of your position if the Partnership or the
Company had "cause" to terminate your employment when it
eliminated your position.
TERM This Agreement covers any Change of Control between
February 6, 1999 and October 19, 2001.
AT WILL You agree that nothing in this Agreement restricts the
EMPLOYMENT right of the Partnership or any of its affiliates to
terminate your employment at any time, with or without
cause.
WITHHOLDING The Partnership or the Company will reduce its
compensatory payments to you for withholding and FICA
taxes and any other withholdings and contributions
required by law.
GOVERNING LAW The laws of the Commonwealth of Virginia (other than its
conflict of laws provisions) govern this Agreement.
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/ XXXXXX X. XXXXXX
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Its: President & CEO
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I accept and agree to the terms
of this Agreement:
/s/ XXX X. XXXXXXXX
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Xxx X. Xxxxxxxx
Dated: November 22, 1999
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