##### 



Exhibit 10.4

Employees Copy

Partnerships
Copy


CAPITAL AUTOMOTIVE L.P.
EMPLOYMENT AGREEMENT

To David S. Kay:

This Agreement establishes the terms of your employment with Capital
Automotive L.P., a Delaware limited partnership (the Partnership). It
replaces your prior employment agreement with Capital Automotive REIT, a
Maryland real estate investment trust (the Company), under which the Company assigned your agreement to the Partnership, and your prior employment agreement
with the Partnership. You remain an employee of the Company, but your primary
responsibility is as an employee of the Partnership.

|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Employment and Duties |  | You and the Partnershipagree to your
employment with the Partnershipand to
your services as Senior Vice President
and Chief Financial Officer on the terms
contained herein. In such position, you
will report directly to the Companys Chief Executive Officer (the CEO)and
to the General Partner of the
Partnership. You agree to perform
whatever duties the Partnershipmay
assign you from time to time, consistent
with your position as a senior executive.
During your employment, you agree to
devote your full business time,
attention, and energies to performing

those duties (except as the Partnership otherwise agrees from time to time). You
agree to faithfully serve the
Partnership, to conform to and comply
with the lawful and good faith directions
and instructions given you by the
Partnership, and to use your best efforts
to promote and serve the interests of the
Partnership. You agree to comply with
the non-competition, secrecy, and other
provisions of Exhibit A to this
Agreement.
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Term                  |  | Your employment under this Agreement
begins as of August 1, 2003 (the
Effective Date) and ends on January 1,
2007, unless it is terminated sooner
under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                      |  | The period running from the Effective
Dateto the date that the Agreement
terminates as set forth in the preceding
sentence is the Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                      |  | Termination or expiration of this
Agreement ends your employment but does
not end your obligation to comply with
Exhibit A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Compensation          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Salary and Bonus      |  | The Partnership(or, in its discretion,
the Company) will pay you an annual
salary (the Salary) for 2003 at the
rate of not less than $208,000 in
accordance with its payroll practices.
Your target bonus for calendar year 2003
will be $175,000. Each calendar year
thereafter while you are employed under
this Agreement, the Partnershipor its
Compensation Committee will review your
Salaryand target bonus and consider you
for increases from the Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Employee Benefits     |  | While you are employed under this
Agreement, the Partnershipwill provide
you with the same benefits, including
medical insurance coverage, as the
Partnershipmakes generally available
from time to time to the Partnerships employees, as those benefits are amended
or terminated from time to time, and such
other benefits as are commensurate with
your position as a senior executive of a
public company, including either a
company automobile or an allowance for an
automobile. Your participation in the
Partnershipsbenefit plans will be
subject to the terms of the applicable
plan documents and the Partnerships generally applied                                                                                                                                                                                                                                                                                                                                                                          

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|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | policies, and the
Partnershipin its sole discretion may
from time to time adopt, modify,
interpret, or discontinue such plans or
policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Place of Employment |  | Your principal place of employment will
be at the Partnershipsheadquarters in
the Washington metropolitan area (or such
other offices as the Partnershipmay
establish from time to time and to which
it assigns you in its sole discretion).
You understand and agree that you must
travel from time to time for business
reasons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Indemnification     |  | The Partnershipwill indemnify you to the
fullest extent authorized by law if you
are made a party to any action, suit, or
proceeding, whether criminal, civil,
administrative, or investigative, because
you are or were a manager, officer, or
employee of the Partnershipor serve or
served any other entity as a director,
officer, or employee at the Partnerships request; provided, however, that you must
repay the Partnershipfor any
indemnification if the final
determination of an arbitrator or a court
of competent jurisdiction declares, after
the expiration of the time within which
judicial review (if permitted) of such
determination may be perfected, that
indemnification by the Partnershipis not
permissible under applicable law.                                                                                                                                                                                            
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Expenses            |  | The Partnershipwill reimburse you for
reasonable and necessary travel and other
business-related expenses you incur for
the Partnershipin performing your duties
under this Agreement. You must itemize
and substantiate all requests for
reimbursements. You must submit requests
for reimbursement in accordance with the
policies and practices of the Partnership and within 60 days after incurring the
expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|No Other Employment |  | For so long as you are employed by the
Partnership, you agree that you will not,
directly or indirectly, provide services
to any person or organization for which
you receive compensation or otherwise
engage in activities that would conflict
or interfere significantly with the
faithful performance of your duties to
the Partnershipwithout the Partnerships prior written consent. (This prohibition
excludes any work performed at the
Partnershipsdirection including any
work for the Company.) The Partnership acknowledges that, as of the Effective
Date, you serve as an Executive Advisory
Board member of the School of Accounting
at James Madison University. You may
manage your personal investments, as long
as the management takes only minimal
amounts of time and is consistent with
the provisions of the No Competition
Section in Exhibit A and is otherwise
consistent with the policies and
practices of the Partnership.
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                    |  | You represent to the Partnershipthat you
are not subject to any agreement,
commitment, or policy of any third party
that would prevent you from entering into
or performing your duties under this
Agreement, and you agree that you will
not enter into any agreement or
commitment or agree to any policy that
would prevent or hinder your performance
of duties and obligations under this
Agreement, including Exhibit A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No Conflicts of Interest                          |  | You confirm that you have fully disclosed to the Partnershipand
the Company, to the best of your knowledge, all circumstances
under which you, your spouse, and your relatives (including
their spouses, children, and relatives) have or may have a
conflict of interest with the Companyor the Partnership. You
further agree to fully disclose to the Partnershipany such
circumstances that might arise during the Term. You agree to
fully comply with the Partnershipspolicy and practices
relating to conflicts of interest.
|                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|No Payments to
Governmental Officials
Termination |  | You will neither pay nor permit payment of any remuneration to
or on behalf of any governmental official other than payments
required or permitted by applicable law.
Subject to the provisions of this section, the Partnershipmay
terminate your employment, or you may resign, except that, if
you voluntarily resign, you must provide the Partnershipwith 90
days prior written notice (unless the Partnershiphas
previously waived such notice in writing or authorized a shorter
notice period).                            
|                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|For Cause                                         |  | The Partnershipmay terminate your employment for Cause if you:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                                                                                                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i) engage in dishonesty that relates materially to the
performance of services or any obligations under this Agreement,
including Exhibit A;                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                         
| |  | (ii) are convicted of, or plead guilty or no contest to, any
misdemeanor (other than for minor infractions) involving fraud,
breach of trust, misappropriation, or other similar activity or
any felony;                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                         
| |  | (iii) perform your duties under this Agreement in a grossly
negligent manner; or                                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                         
| |  | (iv) willfully breach this Agreement, including Exhibit A, in a
manner materially injurious to the Partnership. An act or
omission is only willful if you acted in bad faith or without
any reasonable belief that the action or omission was in the
interests of the Partnershipand consistent with your duties and
obligations under this Agreement.

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Your termination for Causeunder (i) and (ii) will be effective
immediately upon the Partnershipsmailing or transmission of
such notice. Before terminating your employment for Causeunder
(iii) or (iv), the Partnershipwill specify in writing to you
the nature of the act, omission, refusal, or failure that it
deems to constitute Cause. The Partnershipwill give you the
opportunity to correct the situation (and thus avoid termination
for Causeunder (iii) or (iv)). You must complete the
correction within a reasonable period of time after the written
notice to you, and the Partnershipagrees to provide you no less
than 15 days for such correction.

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|              |  |                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Without Cause |  | Subject to the provisions below
under Payments on Termination,
the Partnershipmay terminate
your employment under this
Agreement before the end of the
Term without Cause                      
|              |  |                                                                                                                                                                                                
|Good Reason   |  | You may resign for Good Reason with 45 days advance written
notice as provided below. Good
Reason means the occurrence,
without your written consent, of
any of the following
circumstances:
|              |  |                                                                                                                                                                                                
|              |  | the Partnershipsfailure to
perform or observe any of the
material terms or provisions of
this Agreement,                                                                                      
|              |  |                                                                                                                                                                                                
|              |  | the assignment to you of any
duties inconsistent with, or any
substantial diminution in, your
employment status or
responsibilities as in effect on
the date of this Agreement,                
|              |  |                                                                                                                                                                                                
|              |  | the Partnershipsrelocation of
its headquarters to a location
that would increase your
commuting distance by more than
50 miles, based on your
residence when this Agreement is
executed, or   
|              |  |                                                                                                                                                                                                
|              |  | a Change of Control, consisting
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sthen-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
Securitiesoutstanding
immediately before such
consummation, together with any
trustee or other fiduciary
holding securities under a
Company Groupbenefit 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 of 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 Companyor (ii) an agreement
for the Companyssale or
disposition of all or
substantially all the Companys assets, and such liquidation,
dissolution, sale, or
disposition is consummated.                                                                                                                                                                                                                                    

| |  |                                                                                                                                                                                                                                                                                                
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Even if other tests are met, a
Change of Controlhas not
occurred under any circumstance
in which the Companyfiles for
bankruptcy protection or is
reorganized following a
bankruptcy filing.                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                
| |  | You must give notice to the
Partnershipof your intention to
resign for Good Reasonwithin 30
days after the occurrence of the
condition or event (within 24
months if the condition or event
is a Change of Control) that you
assert entitles you to resign
for Good Reason. In that
notice, you

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|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | must specify the
condition or event that you
consider provides you with Good
Reasonand (except if the
condition or event is a Change
of Control) must give the
Partnershipan opportunity to
cure the condition or event
within 30 days after your
notice. If the Partnership
fails to cure the condition,
your resignation will be
effective on the 45th day after
your notice (unless the Board
has previously waived such
notice period in writing or
agreed to a shorter notice
period).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                        |  | You will not be treated as
resigning for Good Reasonif the
Partnershiphad Causeto
terminate your employment as of
the date of your notice of
resignation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Disability                                                              |  | If you become disabled (as
defined below), the Partnership
may terminate your employment.
If the Partnership terminates
your employment because you
become disabled or employment
terminates because of your
death, any unvested restricted
shares and any phantom shares
previously granted to you shall
become Pro Rata Vested (as
defined below). You are
disabled if you are unable,
despite whatever reasonable
accommodations the law requires,
to render services to the
Partnershipfor more than 90
consecutive days because of
physical or mental disability,
incapacity, or illness. You are
also disabled if you are deemed
to be disabled within the
meaning of the Partnerships
long-term disability policy as
then in effect.                                                                                                                                                                                                                                                                              
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Death                                                                   |  | If you die during the Term, the
Termwill end as of the date of
your death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Payments on Termination                                                 |  | If the Partnershipterminates
your employment for or without
Causeor because of disability
or death or you resign, the
Partnershipwill pay you any
unpaid portion of your Salary
pro-rated through the date of
actual termination and any
annual bonuses already
determined by such date but not
yet paid, reimburse any
substantiated but unreimbursed
business expenses, pay any
accrued and unused vacation time
(to the extent consistent with
the Partnershipspolicies), and
provide such other benefits as
applicable laws or the terms of
the benefits require. Except to
the extent the law requires
otherwise or as provided in the
Vesting and Other Benefits
section below or in your option
agreement, restricted share
agreement or phantom share
agreement(s), 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.
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Vesting and Other
Benefits on          Termination
or Change of Control |  | In addition to the foregoing
payments, if a Change of Control
occurs, the Partnership
terminates your employment
without Cause,or you resign for
Good Reasonbefore the end of
the Term:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



| | I.  |  | all of the stock options and
restricted shares held by you
before your termination of
employment or the Change of
Control(whichever is
applicable) will become fully
vested; and                                                                                                           
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | II. |  | all of the phantom shares
credited to you before your
termination of employment or the
Change of Control(whichever is
applicable) shall be deemed to
have been credited for three (3)
years for purposes of Section
6.3 of the Capital Automotive
Group Phantom Share Purchase
Program; and

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| |  |      |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ---- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | III. |  | (a) |  | in the case of
termination without Causeor
resignation for Good Reason, and
provided that you have not
previously received any benefit
under the following paragraph
III(b), the Partnershipwill pay
you an amount equal to your
Salary, as then in effect, for
24 months in a single lump sum
as soon as practicable but in
any event no more than 90 days
after termination; or
| |  |      |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                  
| |  |      |  | (b) |  | in the case of a Change of
Control, the Partnershipwill
pay you an amount equal to 3
times the sum of your annual
Salary, as then in effect, plus
your most recently established
target bonus, in a single lump
sum as soon as practicable but
in any event no more than 10
days after the Change of
Control; and                                                                



| | IV. |  | the Partnershipwill pay the
premium cost for you to receive
any group health coverage the
Partnershipmust offer you under
Section 4980B of the Internal
Revenue Code of 1986 (the
Code) for the period of such
coverage; and                                                                                                                                                   
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | V.  |  | the Partnershipwill pay you,
at the time the Partnership would otherwise pay your annual
bonus, your pro rata share of
the bonus for the year of your
termination (or Change of
Control), where the pro rata
factor is based on days elapsed
in such year until the date of
termination (or Change of
Control)over 365, less any
portion of the bonus for such
year already paid.

| |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | You are not required to mitigate
amounts payable under the
Vesting and Other Benefits paragraphs by seeking other
employment or otherwise;
however, of the foregoing
benefits, an amount equal to two
hundred percent of your annual
Salaryis being provided as
consideration for your
compliance with the requirements
of Exhibit A. Consequently, you
agree to return such amount if
you fail to comply with Exhibit
A.
| |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Expiration of this Agreement,
whether because of notice of
non-renewal or otherwise, does
not constitute termination
without Causenor is it grounds
for resignation with Good
Reason.                                                                                                                                                                                                                                    

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|                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |  | In addition to the foregoing, if
this Employment Agreement is not
renewed by the Partnershipon or
before January 1, 2007, and the
Partnershipat any time
thereafter terminates your
employment without Causeor you
resign for Good Reason, (i) any
unvested restricted shares
granted prior to or during the
Termand held by you before your
termination of employment will
become vested to the extent of
the ratio of the number of days
that you have been employed by
the Partnershipor the Company since the date they were granted
and the total number of days of
employment otherwise required for
them to fully vest (determined
separately for each grant), and
(ii) all of the phantom shares
granted prior to or during the
Termand credited to you before
your termination of employment
will be deemed to have been
credited for three (3) years for
the purposes of Section 6.3 of
the Capital Automotive Group
Phantom Share Purchase Program to
the extent of the ratio of the
number of days that you have been
employed by the Partnershipor
the Companysince the date they
were granted and the three (3)
years of employment otherwise
required for them to fully vest
for purposes of that section
(determined separately for each
grant). The pro rata vesting and
crediting referenced in (i) and
(ii) in the foregoing sentence
are referred to herein as Pro
Rata Vested.
|                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Internal
Revenue Code
          Section 280G |  | If you become entitled to any
benefits under this Agreement
(the Agreement Benefits), and
any of those benefits will be
subject to the tax (the Excise
Tax) imposed by Section 4999 of
the Code(or any similar tax that
may hereafter be imposed), the
Partnershipwill pay to you an
additional amount (the Gross-up
Payment) such that the net
amount retained by you, after
deduction of any Excise Taxon
the total benefits received by
you and any federal, state and
local income tax and Excise Tax on the Gross-up Paymentprovided
for by this section, but before
deduction for any federal, state
or local income tax on the
Agreement Benefits, will be equal
to the total benefits that you
would have received had the
Excise Tax not been applicable
and the Gross-up Payment not
paid. Notwithstanding the
foregoing, you and the
Partnership agree to in good
faith take any reasonable
actions, at no cost to either
party, to minimize or avoid
application of the Excise Tax.                                                                                                                                                                                                                                                                                                                                                                                                
|                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Assignment                                   |  | The Partnershipmay assign or
otherwise transfer this Agreement
and any and all of its rights,
duties, obligations, or interests
under it to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |  |                                                                                                                                                                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Companyor any of the
affiliates or subsidiaries of the
Companyor                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                    
| |  | the Partnershipor to any
business entity that at any time
by merger, consolidation, or
otherwise acquires all or
substantially all of the
Companysstock or assets or the
partnership units or assets of
the Partnershipor to which the
Companyor the Partnership transfers all or substantially
all of its assets.

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Upon such assignment or transfer,
any such business entity will be
deemed to be substituted for the
Partnershipfor all purposes.
Assignment or transfer does not
constitute termination without
Causenor is it grounds for
resignation with Good Reason absent the occurrence of a Change
of Control. This Agreement binds
the Partnership, its successors
or assigns, and your heirs and
the personal representatives of
your estate. Without

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|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |  | the Partnershipsprior written
consent, you may not assign or
delegate this Agreement or any or
all rights, duties, obligations,
or interests under it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Severability                     |  | If the final determination of an
arbitrator or a court of
competent jurisdiction declares,
after the expiration of the time
within which judicial review (if
permitted) of such determination
may be perfected, that any term
or provision of this Agreement,
including any provision of
Exhibit A, is invalid or
unenforceable, the remaining
terms and provisions will be
unimpaired, and the invalid or
unenforceable term or provision
will be deemed replaced by a term
or provision that is valid and
enforceable and that comes
closest to expressing the
intention of the invalid or
unenforceable term or provision.                                                               
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Amendment; Waiver                |  | Neither you nor the Partnership may modify, amend, or waive the
terms of this Agreement other
than by a written instrument
signed by you and a duly
authorized representative of the
General Partner of the
Partnership. Either partys
waiver of the other partys
compliance with any provision of
this Agreement is not a waiver of
any other provision of this
Agreement or of any subsequent
breach by such party of a
provision of this Agreement.                                                                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Withholding                      |  | The Partnershipwill reduce its
compensatory payments to you for
withholding and FICA taxes,and
any other withholdings and
contributions required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Third Party Beneficiary          |  | You understand and agree that the
Companyis a third party
beneficiary of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Governing Law                    |  | The laws of the Commonwealth of
Virginia (other than its conflict
of laws provisions) govern this
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Notices                          |  | Notices must be given in writing
by personal delivery, by
certified mail, return receipt
requested, by telecopy, or by
overnight delivery. You should
send or deliver your notices to
the Partnershipsheadquarters.
The Partnershipwill send or
deliver any notice given to you
at your address as reflected on
the Partnershipspersonnel
records. You and the Partnership may change the address for notice
by like notice to the others.
You and the Partnershipagree
that notice is received on the
date it is personally delivered,
the date it is received by
certified mail, the date of
guaranteed delivery by the
overnight service, or the date
the fax machine confirms receipt.
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Payments and Benefits Upon Death |  | If, at the time of your death,
the Partnershipowes 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.                                                                                                                                                            

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|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Partnershipand 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 Companyor 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

9



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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/ Thomas D. Eckert
| |  |                                                                        |                                      
| |  |                                                                        |                                       |                     
| |  | Its:                                                                   | President and Chief Executive Officer
| |  |                                                                        |                                       |                     
| |  | SEEN & AGREED TO:                                                     
| |  |                                                                        |                                       |                     
| |  | CAPITAL AUTOMOTIVE REIT                                               
| |  |                                                                        |                                       |                     
| |  | By:                                                                    |                                       | /s/ Thomas D. Eckert
| |  |                                                                        |                                      
| |  |                                                                        |                                       |                     
| |  | Its:                                                                   | President and Chief Executive Officer

I accept and agree to the terms of employment set forth in this Agreement:

|                      
|----------------------
|/s/ David S. Kay      
|                      
|David S. Kay          
|                      
|Dated: August 11, 2003

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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 Companyis 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 Businesswithin
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 Partnershipholds 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sor the
Partnerships, you will inform the Partnershipin
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
Partnershipwill analyze the proposed employment and
make a good faith determination as to whether it would
threaten the Partnershipslegitimate competitive
interests. If the Partnershipdetermines that the
proposed employment would not pose an unacceptable
threat to its interests, the Partnershipwill notify you
that it does not object to the employment.                                                                                                                                                                                                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|               |  | You acknowledge that, during the portion of the
Restricted Periodthat 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 Partnershipor
the Company Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

11



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##### 



|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Definitions                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Competing
Business               |  | Competing Businessmeans any service or
financial product of any person or
organization other than the Company Group, in
existence or then under development, that
competes or could potentially compete,
directly or indirectly, with any service or
financial product of the Company Groupupon
which or with which you have worked for the
Partnershipor the Company Groupor about
which you acquire knowledge while working for
the Partnershipor the Company Group.
Competing Businessincludes any enterprise
engaged in the formation or operation of real
estate investment trusts or other entities
that invest primarily in automobile
dealership or automotive-related properties
or provide real estate financing to
automobile dealerships or automotive-related
businesses, provided that Competing Business excludes banks, finance companies, and other
financial institutions that are not primarily
involved in real estate financing so long as
your employment or other involvement is also
not primarily involved in real estate
financing. Competing Businessalso includes
any public company the primary business of
which is to retail and/or service motor
vehicles. Competing Businessexcludes real
estate investment trusts and similar entities
that do not engage in activities related to
automotive dealerships or automotive-related
businesses.
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Market Area                      |  | The Market Areaconsists of the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|No Interference;
No Solicitation |  | During the Restricted Period, you agree that
you will not, directly or indirectly, whether
for yourself or for any other individual or
entity (other than the Partnershipor its
affiliates or subsidiaries), intentionally
solicit or endeavor to entice away from the
Company Group:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |                                                                                                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any person whom the Company Group employs
(other than as your personal secretary) or
otherwise engages to perform services as a
consultant or sales representatives; or                                                                         
| |  |                                                                                                                                                                                                                                                 
| |  | any person or entity who is, or was, within
the Restricted Period, a contractor or
subcontractor of the Company Group known to
you or a lessee or prospective lessee of
properties the Company Group holds or is
actively considering acquiring.

|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Secrecy                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Preserving
Company
          Confidences |  | Your employment with the Partnershipunder
and, if applicable, before this Agreement has
given and will give you Confidential
Information(as defined below). You
acknowledge and agree that using, disclosing,
or publishing any Confidential Informationin
an unauthorized or improper manner could
cause the Partnershipor Company Group substantial loss and damages that could not
be readily calculated and for which no remedy
at law would be adequate. Accordingly, you
agree with the Partnershipthat you will not
at any time, except in performing your
employment duties to the Partnershipor the
Company Groupunder this Agreement (or with
the Partnershipsprior written consent),
directly or indirectly, use, disclose, or
publish, or permit others not so authorized
to use, disclose, or publish any Confidential
Informationthat you may learn or become
aware of, or may have learned or become aware
of, because of your prior or continuing
employment, ownership, or association with
the Partnershipor

12



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|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |  | the Company Groupor any of their
predecessors, or use any such information in
a manner detrimental to the interests of the
Partnershipor the Company Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Preserving Others
Confidences |  | You agree not to use in working for the
Company Groupand not to disclose to the
Company Groupany trade secrets or other
information you do not have the right to use
or disclose and that the Company Groupis not
free to use without liability of any kind.
You agree to promptly inform the Partnership in writing of any patents, copyrights,
trademarks, or other proprietary rights known
to you that the Partnershipor the Company
Groupmight violate because of information
you provide.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Confidential Information       |  | Confidential Information includes, without
limitation, information the Partnershipor
the Company Grouphas not previously
disclosed to the public or to the trade with
respect to the Partnershipsor the Company
Groups present or future business,
operations, services, products, research,
inventions, discoveries, drawings, designs,
plans, processes, models, technical
information, facilities, methods, trade
secrets, copyrights, software, source code,
systems, patents, procedures, manuals,
specifications, any other intellectual
property, confidential reports, price lists,
pricing formulas, customer lists, financial
information (including the revenues, costs,
or profits associated with any of the
Partnershipsor the Company Groups products
or services), business plans, lease
structure, projections, prospects,
opportunities or strategies, acquisitions or
mergers, advertising or promotions, personnel
matters, legal matters, any other
confidential and proprietary information, and
any other information not generally known
outside the Partnershipor the Company Group that may be of value to the Partnershipor
the Company Groupbut excludes any
information already properly in the public
domain. Confidential Information also
includes confidential and proprietary
information and trade secrets that third
parties entrust to the Partnershipor the
Company Groupin confidence.
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               |  | You understand and agree that the rights and
obligations set forth in this Secrecy Section
will continue indefinitely and will survive
termination of this Agreement and your
employment with the Partnershipor the
Company Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Exclusive Property             |  | You confirm that all Confidential Information is and must remain the exclusive property of
the Partnershipor the relevant member of the
Company Group. All business records,
business papers, and business documents you
keep or make in the course of your employment
by the Partnershiprelating to the
Partnershipor any member of the Company
Groupmust be and remain the property of the
Partnershipor the relevant member of the
Company Group. Upon the termination of this
Agreement with the Partnershipor upon the
Partnershipsrequest at any time, you must
promptly deliver to the Partnershipor to the
relevant member of the Company Groupany
Confidential Informationor other materials
(written or otherwise) not available to the
public or made available to the public in a
manner you know or reasonably should
recognize the Partnershipdid not authorize,
and any copies, excerpts, summaries,
compilations, records and documents you made
or that came into your possession during your
employment. You agree that you will not,
without the Partnershipsconsent, retain
copies, excerpts, summaries or compilations
of the foregoing information and materials.
You understand and agree that the                                                                                                                                                                                                          

13



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##### 



|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  | rights and obligations set forth in this
Exclusive Property Section will continue
indefinitely and will survive termination of
this Agreement and your employment with the
Company Group.                                                                                                                                                                                                                                
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|Maximum Limits    |  | If any of the provisions of Exhibit A are
ever deemed to exceed the time, geographic
area, or activity limitations the law
permits, you and the Partnershipagree to
reduce the limitations to the maximum
permissible limitation, and you and the
Partnershipauthorize a court or arbitrator
having jurisdiction to reform the provisions
to the maximum time, geographic area, and
activity limitations the law permits.
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|Injunctive Relief |  | Without limiting the remedies available to
the Partnership, you acknowledge:                                                                                                                                                                                                                                                                                                                                             

| |  |                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | that a breach of any of the covenants in this
Exhibit A may result in material irreparable
injury to the Partnershipand Company Group for which there is no adequate remedy at law;
and
| |  |                                                                                                                                                                                        
| |  | that it will not be possible to measure
damages for such injuries precisely.                                                                                                           

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You agree that, if there is a breach or
threatened breach, the Partnershipor any
member of the Company Groupwill be entitled
to obtain a temporary restraining order
and/or a preliminary or permanent injunction
restraining you from engaging in activities
prohibited by any provisions of this Exhibit
A or such other relief as may be required to
specifically enforce any of the covenants in
this Exhibit A.

14