Employment Agreement dated Dec. 27, 2004 btw Sonic & mark J. Iuppenlatz



 Exhibit 10.26 
  
  
 EMPLOYMENT AGREEMENT 
  
 This Employment Agreement (this “Agreement”) made as
of the 27th day of December, 2004 between SONIC AUTOMOTIVE, INC., a Delaware corporation (the
“Employer”), and MARK J. IUPPENLATZ (the “Employee”). 
  
 R E C I T A L S 
  
 WHEREAS, the Employer desires to retain the services of the Employee; and 
  
 WHEREAS, the Employee is prepared to perform those duties as set forth in this Agreement. 
  
 NOW, THEREFORE, the parties intending to be legally bound agree as follows: 
  
 1. Term of Employment. The Employer hereby employs the Employee, and
the Employee hereby accepts employment from the Employer, for the period commencing as of the date hereof (the “Commencement Date”) and ending on September 1, 2007 (the “Initial Term”), unless sooner
terminated pursuant to the provisions of paragraph 5 hereof. The term of this Agreement shall be automatically extended for an unlimited number of successive one (1) year periods (each a “Renewal Term”) unless either the
Employer or the Employee gives to the other a written notice of non-renewal specifying that the Employer or the Employee, as the case may be, is electing not to renew this Agreement (a “Non-Renewal Notice”). A Non-Renewal
Notice must be given not fewer than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term, as the case may be, in which case the term of this Agreement shall expire at the end of the Initial Term or the then
current Renewal Term, as the case may be. The Initial Term and all Renewal Terms, if any, are sometimes referred to in this Agreement as the “Employment Period”. 
  
 2. Duties of the Employee. The Employee shall be employed by the Employer as its Executive Vice President of
Corporate Development, reporting to the President 








 
of the Employer. The Employee’s duties shall include the duties customarily performed by a vice president in charge of corporate development of a New
York Stock Exchange listed corporation, and such additional duties as may from time to time be assigned by the President of the Employer. The Employee shall serve the Employer faithfully in the performance of the Employee’s duties and shall
devote his full time and best efforts to his employment, including the regularly established working hours and such additional time as the requirements of the Employer and the performance of the Employee’s duties require. The Employee agrees to
observe and comply with all the rules and regulations of the Employer as adopted and furnished to the Employee by the Employer’s Board of Directors from time to time. 
  
 3. Compensation. For all services rendered by the Employee under this Agreement, he shall be entitled to compensation
in accordance with the following: 
  
 (a) Base Salary.
During the Employment Period, the Employee shall receive an annual base salary (“Annual Base Salary”) at the rate of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), which shall be paid subject to applicable withholding taxes and
other payroll deductions and otherwise in accordance with the payroll policies and procedures of the Employer in effect from to time to time. The Annual Base Salary will be reviewed annually and may be adjusted as determined by the Compensation
Committee of the Employer’s Board of Directors (the “Compensation Committee”) in its sole discretion based on both objective and subjective performance criteria and on the financial performance of the Employer;
provided, however, in no event shall such adjustment reduce the Annual Base Salary below its then current amount. 
  
 (b) Bonus. In addition to the Annual Base Salary as hereinabove provided, the Employee shall be eligible for an annual (calendar year)
performance-based cash bonus as determined by the Compensation Committee, in its sole discretion based upon objective 

  

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and/or subjective performance criteria and on the financial performance of the Employer. Such bonus will be payable, not later than the last day of February
of the year next following the calendar year for which the bonus is calculated, as determined by the Compensation Committee and otherwise in accordance with the policies and procedures of the Employer in effect from time to time with respect to cash
bonuses paid to employees. Without limiting such discretion of the Compensation Committee, in determining such bonus, the Compensation Committee shall take into consideration compensation levels of the Employee’s peer group within the
automotive retail industry. 
  
 (c) Equity Plans and
Awards. The Employee shall be eligible to participate in the Employer’s Employee Stock Purchase Plan in accordance with the Employer’s personnel policies and the terms of such Plan in effect from time to time, and shall be considered
at least annually for awards under other equity award plans, including without limitation the Employer’s 2004 Stock Incentive Plan, as determined by the Compensation Committee from time to time in its sole discretion. In addition, pursuant to
the 2004 Stock Incentive Plan and subject to the execution of this Agreement, the Employee has been granted the following awards: 
  
 (i) Subject to the execution of this Agreement, the Employee has been granted an award of restricted stock consisting of Thirty Thousand (30,000) shares
of the Employer’s Class A common stock (“Restricted Stock”). The award of Restricted Stock shall be evidenced by a written agreement and shall be subject to the restrictions and the terms and conditions of the 2004 Stock
Incentive Plan. The Restricted Stock generally shall vest on August 31, 2007; however, the Employee shall forfeit all such shares of Restricted Stock if prior to such date: (A) the Employer terminates the Employee’s employment for Cause (as
defined in paragraph 5(b) below); (B) the Employee terminates his employment with the Employer without cause (as defined in paragraph 5(c) below); or (C) the Employee violates the Restrictive 

  

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Covenants contained in this Agreement (or any restrictive covenants contained in any agreement related to the Restricted Stock), regardless of whether or not
the Employee is still performing services for the Employer at the time of any such violation. If, prior to the expiration of the Initial Term, the Employee’s employment is terminated by the Employer without cause pursuant to paragraph 5(c)
below, the Restricted Stock shall vest on the date of such termination of employment. If, prior to the expiration of the Initial Term, the Employee’s employment is terminated due to death or disability pursuant to paragraph 5(a) below, a
prorated number of shares of the Restricted Stock shall vest on the date of such termination of employment, such prorated number to be calculated by multiplying Thirty Thousand (30,000) by a fraction, the numerator of which shall be the number of
months that has elapsed since September 1, 2004 (including the month in which the Employee’s termination of employment occurs) and the denominator of which shall be Thirty-six (36). The remaining unvested shares of Restricted Stock shall be
forfeited upon the Employee’s termination of employment. 
  
 (ii) Stock Options. Subject to the execution of this Agreement, the Employee has been granted an award of nonstatutory stock options consisting of Twenty-five Thousand (25,000) shares of the Employer’s Class A common stock
(“Stock Options”). The Stock Options shall be evidenced by a written agreement and shall be subject to the restrictions and the terms and conditions of the 2004 Stock Incentive Plan. The Stock Options generally shall vest on
August 31, 2007; however, all of the Stock Options shall immediately terminate if prior to such date: (A) the Employer terminates the Employee’s employment for Cause (as defined in paragraph 5(b) below); (B) the Employee terminates his
employment with the Employer without cause (as defined in paragraph 5(c) below); or (C) the Employee violates the Restrictive Covenants contained in this Agreement (or any restrictive covenants contained in any agreement related to the Stock
Options), regardless of whether or not the Employee is still 

  

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performing services for the Employer at the time of any such violation. If, prior to the expiration of the Initial Term, the Employee’s employment is
terminated by the Employer without cause pursuant to paragraph 5(c) below, the Stock Options shall vest on the date of such termination of employment and shall remain exercisable until the expiration of the Severance Period (as defined in paragraph
6(c) below) or, if earlier, the expiration of the term of the Stock Options as set forth in the award agreement; provided, however, all of the Stock Options shall immediately terminate if the Employee violates the Restrictive Covenants
contained in this Agreement (or any restrictive covenants contained in any agreement related to the Stock Options). If, prior to the expiration of the Initial Term, the Employee’s employment is terminated due to death or disability pursuant to
paragraph 5(a) below, a prorated portion of the Stock Options shall vest on the date of such termination of employment, such prorated portion to be calculated by multiplying Twenty-five Thousand (25,000) by a fraction, the numerator of which shall
be the number of months that has elapsed since September 1, 2004 (including the month in which the Employee’s termination of employment occurs) and the denominator of which shall be Thirty-six (36). Such vested Stock Options shall remain
exercisable for one year following such termination or, if earlier, until the expiration of the term of the Stock Options as set forth in the award agreement. The remaining unvested Stock Options shall terminate upon the Employee’s termination
of employment. 
  
 4. Fringe Benefits. During the
Employment Period, the Employee shall receive the following fringe benefits of the Employer: 
  
 (a) Demonstrator Vehicles. The use of two luxury demonstrator vehicles annually in accordance with the personnel policies of the Employer in effect from time to time, including all reasonable related expenses
such as insurance, maintenance and gasoline. 
  

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 (b) Medical and Retirement Benefits, etc. Medical, hospitalization, disability and life insurance
benefits as are provided generally to employees of the Employer, as well as participation in the Employer’s 401(k) Plan and Deferred Compensation Plan, all in accordance with the Employer’s personnel policies and the terms of such benefit
plans in effect from time to time. 
  
 (c) Expense
Reimbursement. Prompt reimbursement for all reasonable employment, travel, entertainment and other business related expenses incurred by the Employee in accordance with the policies, practices and procedures of the Employer in effect from time
to time. 
  
 (d) Vacation. An annual paid vacation in
accordance with the policies and procedures of the Employer in effect from time to time. 
  
 (e) Life and Disability Programs. Additional executive life and disability programs based upon practices which are customary for the Employee’s peer group within the automotive retail industry, as approved
by the Compensation Committee in its sole discretion. 
  
 5.
Termination of Employment. This Agreement shall terminate as follows: 
  
 (a) Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death during the Employment Period. If the Employer determines in good faith that the Employee has
become unable to perform the essential functions of his position, with or without reasonable accommodation, due to illness or other physical disability and that such inability to perform is reasonably likely to continue for one hundred eighty (180)
days or more, then the Employer may give to the Employee written notice of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Employer shall terminate effective on the thirtieth (30th)
day after receipt of such notice by the Employee provided that, within the thirty (30) days after such receipt, the Employee shall not have returned to full time performance of the Employee’s duties. 
  

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 (b) Cause. The Employer may terminate the Employee’s employment at any time, without notice
and with immediate effect for Cause. For purposes of this Agreement “Cause” shall mean 
  
 (i) a material breach by the Employee of the Employee’s obligations as set forth herein (other than due to disability) which material breach is not
remedied within thirty (30) days after receipt of written notice from the Employer specifying such a breach; 
  
 (ii) the conviction of the Employee of a felony or of a crime involving moral turpitude; 
  
 (iii) willful failure of the Employee to comply with reasonable written directives of the Employer’s Board of
Directors which failure is not remedied within thirty (30) days after receipt of written notice from the Employer specifying such failure; 
  
 (iv) chronic absenteeism of the Employee which absenteeism is not remedied within thirty (30) days after receipt of written notice from the Employer
specifying such absenteeism; 
  
 (v) willful misconduct of the
Employee resulting in material damage to the Employer; or 
  
 (vi) the Employee’s illegal use of controlled substances. 
  
 (c) Without Cause. Either the Employee or the Employer may terminate this Agreement at any time, for any reason or without any reason, except that the Employee may not terminate this Agreement pursuant to this
paragraph 5(c) within thirty (30) days of the Employee’s receipt of written notice from the Employer of grounds for termination of this Agreement for Cause pursuant to paragraph 5(b) above. Such a termination shall be deemed a termination
“without cause.” 
  

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 6. Obligations of the Employer Upon Termination. 
  
 (a) Generally. Except as provided in paragraphs 6(b) and 6(d) below,
upon termination of the Employee’s employment for any reason, the Employee shall be entitled only to payment of his Annual Base Salary, together with those fringe benefits described in paragraphs 4(a), 4(b) and 4(c) hereof, through the
effective date of such termination. 
  
 (b) Without Cause;
Non-Renewal. If the Employee’s employment is terminated by the Employer without cause prior to the expiration of the Employment Period pursuant to paragraph 5(c) above, or by the Employer by the giving of a Non-Renewal Notice pursuant to
paragraph 1 above during the Initial Term or during any Renewal Term, and provided the Employee complies with the Restrictive Covenants (as defined and described in paragraphs 8, 9 and 10 below), then the Employer shall be obligated to pay to the
Employee severance pay at an annual rate equal to the Annual Base Salary as in effect at the time of such termination, plus the demonstrator vehicles and medical and hospitalization benefits specified in paragraphs 4(a) and 4(b) above, for a period
equal to the Severance Period (as defined in paragraph 6(c) below). Any such severance pay shall be payable to the Employee, subject to applicable withholding taxes and other regular payroll deductions, in equal monthly installments commencing as of
the first full month following the date of such termination of employment, and will be offset against (and thereby reduce) any other severance to which the Employee might be entitled from the Employer pursuant to any agreement or policy.
Furthermore, if this paragraph 6(b) applies with respect to the termination of the Employee’s employment, and so long as the Employee continues to comply with the Restrictive Covenants contained in this Agreement, then for purposes of the
Employer’s group medical plan, as well as for purposes of any options 

  

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granted under the Employer’s 1997 Stock Option Plan, the 2004 Stock Incentive Plan and any subsequent equity incentive plan that are outstanding on the
date of such termination (including the Stock Options to the extent not specifically addressed in paragraph 3(c)(ii) above), the Employee shall not be considered to have incurred a termination of service until the expiration of the Severance
Period. 
  
 (c) Severance Period. As used in this
Agreement, the term “Severance Period” shall apply only in the case of a termination referenced in paragraph 6(b) above and shall mean (i) if the termination of employment occurs at any time prior to the first anniversary of
the Commencement Date, a period of time equal to the remainder of the Initial Term, and (ii) if the termination of employment occurs at any time on or after the first anniversary of the Commencement Date, a period of time equal to (A) one (1) year
plus (B) the period of time, if any, remaining on the Initial Term or the then current Renewal Term, as the case may be, after the effective date of the termination of employment; provided, however, except as provided in the next
sentence, the Severance Period pursuant to this clause (ii) shall in no event exceed two (2) years. The Employer may elect to extend the Severance Period for up to one (1) additional year by giving the Employee written notice to such effect within
sixty (60) days after the date of termination of employment; provided, however, the Severance Period as so extended shall in no event exceed a total of three (3) years. In the event of such extension by the Employer, the term “Severance
Period” shall, for purposes of this paragraph 6(b) and for purposes of the Restrictive Covenants set forth in paragraphs 8, 9 and 10 below, be deemed to include the period of such extension. By way of examples and not by way of limitation:

  
 (A) If the Employee’s employment is terminated by the
Employer without cause pursuant to paragraph 5(c) above at the end of the sixth (6th) month during the first year of
the Initial Term, then the Severance Period and the Restrictive Period (as 

  

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defined in paragraph 8(e) below) shall be two and one-half (21⁄2) years, and if the Employer elects to extend the Severance Period for an additional six
(6) months, the Severance Period and the Restrictive Period shall be for a total of three (3) years; or 
  
 (B) If the Employee’s employment is terminated by the Employer without cause pursuant to paragraph 5(c) above on the first or the second anniversary
of the Commencement Date, then the Severance Period and the Restrictive Period shall be two (2) years, and if the Employer elects to extend the Severance Period for one (1) additional year, the Severance Period and the Restrictive Period shall be
for a total of three (3) years; or 
  
 (C) If the Employee’s
employment is terminated by the Employer by the giving of a Non-Renewal Notice pursuant to paragraph 1 above during the Initial Term or during any Renewal Term, then the Severance Period and the Restrictive Period shall be one (1) year, and if the
Employer elects to extend the Severance Period for one (1) additional year, the Severance Period and the Restrictive Period shall be for a total of two (2) years; or 
  
 (D) If the Employee’s employment is terminated without cause pursuant to paragraph 5(c) above at the end of the sixth
(6th) month during the third year of the Initial Term, or at the end of the sixth (6th) month during any Renewal Term, then the Severance Period and the Restrictive Period shall be one and one half (11⁄2)
years, and if the Employer elects to extend the Severance Period for an additional one (1) year, the Severance Period and the Restrictive Period shall be for a total of two and one half (21⁄2) years. 
  
 (d) Pro-Rated Bonus. If the Employee’s employment hereunder is
terminated for any reason contemplated by this Agreement, other than by the Employer for Cause (as provided in paragraph 5(b) above) or by the Employee without cause (as provided in paragraph 5(c) above), the Employee shall be entitled to a
pro-rated bonus equal to the bonus to 

  

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which the Employee would have been entitled (had such termination not occurred) pursuant to paragraph 3(b) above for the calendar year in which such
termination occurred, multiplied by a fraction, the numerator of which shall be the number of calendar months elapsed during such calendar year while the Employee was employed hereunder (including the month in which such termination occurred) and
the denominator of which shall be twelve (12). Such pro-rated bonus will be payable in accordance with, and within the time period specified in, said paragraph 3(b); provided, however, such bonus shall be forfeited if, prior to the
time for payment thereof, the Employee violates any of the Restrictive Covenants contained in this Agreement. 
  
 7. Surrender of Books and Records, etc. 
  
 (a) Books and Records. The Employee acknowledges that all files, records, lists, designs, specifications, books, products, plans and other
materials owned or used by the Employer in connection with conduct of its business shall at all times remain the property of the Employer, and that upon the termination or expiration of this Agreement for any reason or the termination of the
Employee’s employment with the Employer for any reason, the Employee will immediately surrender to the Employer all such materials. 
  
 (b) Other Property of the Employer. Upon the termination or expiration of this Agreement for any reason or the termination of the Employee’s
employment with the Employer for any reason, the Employee will also immediately surrender to the Employer all other property of the Employer in the Employee’s possession or control including, without limitation, demonstrator vehicles (except as
provided in paragraph 6(b) above), credit cards, keys and/or entry cards, and cell phones. 
  
 (c) Resignation of Directorships, etc. Upon the termination of this Agreement for any reason or the termination of the Employee’s employment with the Employer for any reason, the Employee will, as
requested by the Employer, resign any or all of his positions, if any, as an officer, director, manager, or the like, of the Employer and the Employer’s subsidiaries or affiliates. 
  

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 8. Restrictive Covenants. For purposes of this Agreement, “Restrictive
Covenants” mean the provisions of this paragraph 8 and of paragraphs 9 and 10 below. For purposes of these Restrictive Covenants, the term “Employer” shall include all subsidiaries of the Employer. 
  
 (a) Business. It is stipulated and agreed that the Employer is
engaged in the business of owning and operating automobile or truck dealerships and/or collision repair centers, which business includes, without limitation, the marketing, selling and leasing of new and used vehicles, the servicing of automobiles
and trucks, including collision repair, and the provision of financing and insurance to automobile and truck customers (the “Business”). It is further stipulated and agreed that, as a result of the Employee’s employment
by the Employer and as a result of the Employee’s continued employment hereunder, the Employee has and will have access to valuable, highly confidential, privileged and proprietary information relating to the Employer’s Business,
including, without limitation, existing and future inventory information, customer lists, sales methods and techniques, costs and costing methods, pricing techniques and strategies, sales agreements with customers, profits and product line
profitability information, financial information, unpublished present and future marketing strategies and promotional programs, and other information regarded by the Employer as proprietary and confidential (the “Confidential
Information”). It is further acknowledged that the unauthorized use or disclosure by the Employee of any of the Confidential Information would seriously damage the Employer in its Business. 
  
 (b) Restrictions. In consideration of the provisions of this
paragraph 8, the compensation and benefits referred to in paragraphs 3 and 4 hereof, which the Employee 

  

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acknowledges are legally sufficient to support enforceability by the Employer of the Restrictive Covenants against the Employee, the Employee agrees as
follows: 
  
 (i) During the term of this Agreement and after its
termination or expiration for any reason, the Employee will not, without the Employer’s prior written consent, use, divulge, disclose, furnish or make accessible to any third person, company or other entity, any aspect of the Confidential
Information (other than as required in the ordinary discharge of the Employee’s duties hereunder). 
  
 (ii) During the term of this Agreement and during the Restrictive Period (as defined below), the Employee shall not, directly or indirectly: 

 
 (A) Employ or solicit the employment of, or hire or retain, or solicit
the hiring or retention, as an agent, consultant or in any other capacity, or engage, or solicit to engage, in any business enterprise with, any person who at any time during the twelve (12) calendar months immediately preceding the termination or
expiration of this Agreement for any reason was employed by the Employer; provided, however, the foregoing restrictions shall be limited only to non-solicitation if the trade or business for which the Employee is undertaking any of the
foregoing activities is not a trade or business which is substantially similar to the Business; 
  
 (B) Provide or solicit the provision of products or services, similar to those provided by the Employer, to any person or entity located within the
Restricted Territory (as hereinafter defined) who purchased or leased automobiles, trucks or services from the Employer at any time during the twelve (12) calendar months immediately preceding the termination or expiration of this Agreement for any
reason; provided, however, the foregoing shall not apply to general solicitations on the Internet or to mass mailings to persons or entities outside the Restricted Territory which unintentionally reach a person or entity located within the
Restricted Territory; 
  

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 (C) Interfere or attempt to interfere, to the material detriment or harm to the Employer, with the terms
or other aspects of the relationship between the Employer and any person or entity from whom the Employer has purchased automobiles, trucks, parts, supplies, inventory or services at any time during the twelve (12) calendar months immediately
preceding the termination or expiration of this Agreement for any reason; 
  
 (D) Engage in competition with the Employer or its respective successors and assigns by engaging in or acquiring (including entering into an agreement to acquire), directly or indirectly, a business involving the sale
or leasing of automobiles or trucks or the operation of collision repair centers, or which is otherwise substantially similar to the Business, within the Restricted Territory; or 
  
 (E) Provide information to, solicit or sell for, organize or own any interest in (either directly or thorough any parent,
affiliate or subsidiary corporation, partnership, or other entity), or become employed or engaged by, or act as agent for, or provide or arrange for any financing to, any person, corporation or other entity that is directly or indirectly engaged in
a business in the Restricted Territory which is substantially similar to the Business, or which is otherwise competitive with the Employer’s business; provided, however, that nothing herein shall preclude the Employee from holding not more than
three percent (3%) of the outstanding shares of any publicly held company which may be so engaged in a trade or business identical or similar to the Business of the Employer, so long as such ownership does not provide to the Employee the ability to
influence the management of such company in any material respect. 
  

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 (c) Restricted Territory. As used herein, “Restricted Territory” means:

  
 (i) all Standard Metropolitan Statistical Areas, as
determined by the United States Office of Management and Budget, in which the Employer has a store or other place of retail business on the date of the expiration or termination of this Agreement for any reason or the termination of the
Employee’s employment with the Employer for any reason; and 
  
 (ii) all counties in which the Employer has a store or other place of retail business on the date of the expiration or termination of this Agreement for any reason or the termination of the Employee’s employment with the Employer for
any reason. 
  
 (d) Restrictive Covenants Continue. If the
Employer retains the services of the Employee after the expiration of the term of this Agreement and the parties do not thereafter enter into another written agreement, it is hereby mutually agreed that the Restrictive Covenants, as well as the
provisions of paragraphs 9 and 10 below, shall continue to govern the relations between the Employer and the Employee. 
  
 (e) Restrictive Period. As used in this Agreement, the term “Restrictive Period” shall mean the two (2) year period
immediately following the later of the date of the expiration or termination of this Agreement for any reason whatsoever or the termination of the Employee’s employment with the Employer for any reason whatsoever; provided,
however: 
  
 (i) if the Employee’s employment is
terminated by the Employer either without cause pursuant to paragraph 5(c) above or by the giving of a Non-Renewal Notice pursuant to paragraph 1 above, then the Restrictive Period shall be a period equal to, and shall run concurrently with, the
Severance Period (as the same may have been extended by the Employer for up to an additional one (1) year pursuant to paragraph 6(c) above); and 
  

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 (ii) if the Employee’s employment is terminated by the Employee either without cause pursuant to
paragraph 5(c) above or by the giving of a Non-Renewal Notice pursuant to paragraph 1 above, then the Restrictive Period shall mean the one (1) year period following the date of termination of employment; provided, however, the
Employer may elect to extend the Restrictive Period for one additional year by giving the Employee written notice to such effect within sixty (60) days after the date of termination of employment; in such event, the Restrictive Period shall be the
two (2) year period immediately following the date of termination of employment, and the Employer shall be obligated to pay severance as provided in paragraph 6(b) above for such two (2) year Restrictive Period, so long as the Employee complies with
the Restrictive Covenants. 
  
 (f) Restrictive Covenants Not
Superseded. The parties hereto acknowledge that the Restrictive Covenants set forth in this Agreement have been given for an independent consideration and are intended to exist separate and apart from, and not to be superseded or in any way
modified or affected by, any other agreement to which the Employer or the Employee are or may be parties now or in the future (including, without limitation, any agreement executed in connection with any equity plan of the Employer), except where
such other agreement specifically states that it supersedes, modifies or affects this Agreement, and specifically identifies this Agreement by name in connection therewith. 
  
 9. Remedies. It is stipulated that a breach by the Employee of the Restrictive Covenants would cause irreparable
damage to the Employer. The Employer, in addition to any other rights or remedies which the Employer may have, shall be entitled to an injunction restraining the Employee from violating or continuing any violation of such Restrictive 

  

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Covenants. Such right to obtain injunctive relief may be exercised at the option of the Employer, concurrently with, prior to, after or in lieu of, the
exercise of any other rights or remedies which the Employer may have as a result of any such breach or threatened breach. The Employee agrees that upon breach of any of the Restrictive Covenants, the Employer shall be entitled to an accounting and
repayment of all profits, royalties, compensation, and/or other benefits that the Employee directly or indirectly has realized or may realize as a result of, or in connection with, any such breach. The Employee further agrees that the Restrictive
Period shall be extended by a period of time equal to any period of time in which any employee is in violation of the Restrictive Covenants. 
  
 10. Acknowledgment of Reasonableness. The Employee has carefully read and considered the provisions of this Agreement and has had the opportunity
for consultation with an attorney of the Employee’s choice and agrees that the restrictions set forth herein are fair and reasonably required for the protection of the Employer. In the event that any provision relating to the Restrictive
Period, the Restricted Territory or the scope of the restrictions shall be declared by a court of competent jurisdiction to exceed the maximum period of time, geographical area or scope that such court deems reasonable and enforceable under
applicable law, such time period, geographical area or scope of restriction held reasonable and enforceable by the court shall thereafter be the Restricted Period, Restricted Territory and/or scope under this Agreement. 
  
 11. Entire Agreement. This Agreement contains the entire agreement of
the parties hereto, and shall not be modified or changed in any respect except by a writing executed by the parties hereto. 
  
 12. Successors and Assigns. The rights and obligations of the Employee under this Agreement shall inure to the benefit of the Employer, its
successors and assigns, and 

  

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shall be binding upon the Employee and his respective successors, heirs and assigns. The Employer shall have the right to assign, transfer, or convey this
Agreement to its affiliated companies, successor entities, or assignees or transferees of substantially all of the Employer’s business activities. This Agreement, being personal in nature to the Employee, may not be assigned by the Employee
without the Employer’s prior written consent. 
  
 13.
Notices. All notices required and permitted to be given hereunder shall be in writing and shall be deemed to have been given (a) if delivered by hand, when so delivered, (b) if sent by Federal Express or other overnight express service, one
(1) business day after delivery to such service, or (c) if mailed by certified or registered mail, return receipt requested, three (3) days after delivery to the post office; in each case all notices shall be addressed to the intended recipient as
follows or at such other address as is provided by either party to the other: 
  

			
	If to the Employer:	 	With a copy to:
		
	Sonic Automotive, Inc.	 	Sonic Automotive, Inc
	Attention: Chief Financial Officer	 	Attention: General Counsel
	6415 Idlewild Road, Suite 109	 	6415 Idlewild Road, Suite 109
	Charlotte, NC 28212	 	Charlotte, NC 28212
		
	If to the Employee:	 	 
		
	Mark J. Iuppenlatz	 	 
	2911 Providence Trail Lane	 	 
	Charlotte, NC 28270	 	 

  
 14. Governing
Law. This Agreement shall, in all respects, be governed by and construed according to the laws of the State of North Carolina. 
  
 15. Arbitration. Any dispute or controversy arising out of or relating to this Agreement shall be settled exclusively by arbitration in Charlotte,
North Carolina, in accordance with the terms of the Employer’s standard arbitration agreement, which is attached hereto and is incorporated as Exhibit A. This exclusive arbitration remedy shall not apply to the Employer’s right to seek
injunctive relief or other judicial enforcement of the Restrictive Covenants, as contained in paragraphs 8 and 9 above. 
  

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 16. Other Boards. The Employee will not join the board of directors (or other applicable governing
body) of any other business or organization (including, without limitation, a not-for-profit organization) without having first obtained the approval of the Nominating and Corporate Governance Committee of the Board of Directors of the Employer.

  
 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the date first above written. 
  

			
	EMPLOYER:
	
	SONIC AUTOMOTIVE, INC.
		
	By:	 	 /s/ Jeffrey C. Rachor


	Name:	 	Jeffrey C. Rachor
	Title:	 	President and Chief Operating Officer
	
	EMPLOYEE:
	
	 /s/ Mark J. Iuppenlatz


	MARK J. IUPPENLATZ


  
 Exhibit A
– Attached 
  

	
	COMPENSATION COMMITTEE ACKNOWLEDGEMENT:
	
	 /s/ Robert L. Rewey




  

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 Exhibit A 
  
 IMPORTANT - READ CAREFULLY BEFORE SIGNING 
  
 BINDING ARBITRATION AGREEMENT 
 Between Sonic Automotive, Inc. “Company” 
 And Mark J. Iuppenlatz “Employee”

  
 I acknowledge that the Company utilizes a system of alternative dispute
resolution which involves binding arbitration to resolve all disputes which may arise out of the employment context. Because of the mutual benefits (such as reduced expense and increased efficiency) which private binding arbitration can provide both
the Company and myself, I agree that any claim, dispute, and/or controversy (including, but not limited to, any claims of discrimination and harassment, whether they be based on any applicable state, federal or local laws or regulations, including,
but not limited to, claims under Title VII of the Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, Pregnancy Discrimination Act, Family and Medical Leave Act, Employee Retirement Income Security Act)
which would otherwise require or allow resort to any court or other governmental dispute resolution forum between myself and the Company (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee
benefit and health plans) arising from, related to, or having any relationship or connection whatsoever with my seeking employment with, employment by, or other association with the Company, whether based on tort, contract, statutory, or equitable
law, or otherwise, (with the sole exception of claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for workers compensation benefits to remedy work-related injury or illness,
claims for unemployment benefits) shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act, in conformity with the procedures published by the American Arbitration Association (AAA). Any arbitrator
herein shall be approved and listed by AAA, and shall be selected according to AAA procedures. Resolution of the dispute shall be based solely upon the time periods for filing, the law and remedies governing the claims and defenses pleaded, and the
arbitrator may not invoke any basis (including, but not limited to, notions of “just cause”) other than applicable federal law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity
of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with applicable law. The arbitrator shall extend the times
set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator’s written reasoned opinion. I UNDERSTAND BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH THE COMPANY AND I GIVE UP OUR RIGHTS TO TRIAL
BY JURY. I FURTHER UNDERSTAND THAT THIS BINDING ARBITRATION AGREEMENT IS A CONTRACT, HOWEVER, IT DOES NOT CONSTITUTE A “CONTRACT OF EMPLOYMENT” AS IT DOES NOT COVER ANY OTHER TERMS AND CONDITIONS OF MY EMPLOYMENT. 
  

			
	 12/27/04

	 	 /s/ Mark J. Iuppenlatz


	Date	 	Signature of Employee

  

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