This Employment Agreement (this “Agreement”) made this 30th day of January, 2006 between SONIC AUTOMOTIVE, INC., a Delaware corporation (the “Employer”), and David P. Cosper (the “Employee”).
WHEREAS, the Employer desires to retain the services of the Employee; and
WHEREAS, the Employee is prepared to perform those duties as set forth in this Agreement.
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
1. Term of Employment. The Employer hereby employs the Employee, and the Employee hereby accepts employment from the Employer, for the period commencing March 1, 2006 (the “Commencement Date”) and ending on the third (3rd) anniversary of the Commencement Date, unless sooner terminated pursuant to the provisions of paragraph 5 hereof (the “Initial Term”). The term of this Agreement shall be automatically extended for an unlimited number of successive one (1) year periods (each a “Renewal Term”) unless either the Employer or the Employee gives to the other a written notice of non-renewal specifying that the Employer or the Employee, as the case may be, is electing not to renew this Agreement (a “Non-Renewal Notice”). A Non-Renewal Notice must be given not fewer than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term, as the case may be, in which case the term of this Agreement shall expire at the end of the Initial Term or the then current Renewal Term, as the case may be. The Initial Term and all Renewal Terms, if any, are sometimes referred to in this Agreement as the “Employment Period”.
2. Duties of the Employee. The Employee shall be employed by the Employer as Executive Vice President, Chief Financial Officer and Treasurer, reporting to Jeffrey C. Rachor, as President, or such other person as the Chief Executive Officer of the Employer shall designate. The
Employee’s duties shall include the duties customarily performed by a chief financial officer of a New York Stock Exchange listed corporation, and such additional duties as may from time to time be assigned by the President or the Chief Executive Officer of the Employer. The Employee shall serve the Employer faithfully in the performance of the Employee’s duties and shall devote his full time and best efforts to his employment, including the regularly established working hours and such additional time as the requirements of the Employer and the performance of the Employee’s duties require. The Employee agrees to observe and comply with all the rules and regulations of the Employer as adopted and furnished to the Employee by the Employer’s Board of Directors from time to time. The Employee further represents and warrants to the Employer that the Employee is not bound by the terms of any restrictive covenants, confidentiality agreement or other agreement with his current or prior employers that would prevent the Employee from performing, or impair the Employee’s ability to perform, the services to the Employer contemplated by this Agreement.
3. Compensation. For all services rendered by the Employee under this Agreement, he shall be entitled to compensation in accordance with the following:
(a) Base Salary. During the Employment Period, the Employee shall receive an annual base salary (“Annual Base Salary”) at the rate of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), which shall be paid subject to applicable withholding taxes and other payroll deductions and otherwise in accordance with the payroll policies and procedures of the Employer in effect from to time to time. The Annual Base Salary will be reviewed annually and may be adjusted as determined by the Compensation Committee of the Employer’s Board of Directors (the “Compensation Committee”) in its sole discretion based on both objective and subjective performance criteria and on the financial performance of the Employer.