Lithia Motors Inc Sample Contracts

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2019 Time-vesting) (February 25th, 2019)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2019 Performance- and Time-vesting) (February 25th, 2019)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan.

Lithia Motors Inc – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (February 25th, 2019)

This Second Amendment to Second Amended and Restated Loan Agreement (this “Amendment”), dated as of October 19, 2018, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – Class B Conversion Agreement (January 25th, 2019)

This Class B Conversion Agreement (this “Agreement”) is entered into as of January 22, 2019, between Lithia Motors, Inc., an Oregon corporation (“Lithia”), and Sidney B. DeBoer (“DeBoer”).

Lithia Motors Inc – AMENDMENT TO TRANSITION AGREEMENT (January 25th, 2019)

This amendment (“Amendment”) is entered into as of January 22, 2019, between Lithia Motors, Inc., an Oregon corporation (“Lithia”), and Sidney B. DeBoer (“DeBoer”).

Lithia Motors Inc – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (October 26th, 2018)

This First Amendment to Second Amended and Restated Loan Agreement (this “Amendment”), dated as of August 31, 2018, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – SECOND AMENDED AND RESTATED LOAN AGREEMENT (June 29th, 2018)

This Second Amended and Restated Loan Agreement (“Agreement”) is entered into as of June 25, 2018, among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Agreement or which hereafter becomes a Borrower hereunder, each financial institution listed on the signature pages of this Agreement or which hereafter becomes a party hereto (each a “Lender” and any two or more, “Lenders”); and U.S. Bank National Association (“U.S. Bank”), as Agent for the Lenders.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2018 Performance- and Time-vesting) (February 23rd, 2018)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (November 7th, 2017)

This Sixth Amendment to Amended and Restated Loan Agreement (this “Amendment”), dated as of July 12, 2017, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – LITHIA REPORTS RECORD THIRD QUARTER 2017 RESULTS, INCREASES REVENUE 19% DECLARES DIVIDEND OF $0.27 PER SHARE FOR THIRD QUARTER (October 25th, 2017)

Medford, Oregon, October 25, 2017 - Lithia Motors, Inc. (NYSE: LAD) today reported the highest third quarter revenue in company history and the 28th consecutive quarter of record results.

Lithia Motors Inc – SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (August 3rd, 2017)

This Seventh Amendment to Amended and Restated Loan Agreement (this “Amendment”), dated as of August 1, 2017, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – SENIOR NOTES INDENTURE (July 24th, 2017)

INDENTURE, dated as of July 24, 2017, among Lithia Motors, Inc., an Oregon corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and U.S. Bank National Association, as Trustee.

Lithia Motors Inc – LITHIA MOTORS, INC. COMPLETES SENIOR NOTES OFFERING (July 24th, 2017)

Medford, Oregon, July 24, 2017 - Lithia Motors, Inc. (NYSE: LAD) today announced that it has completed the issuance of $300,000,000 principal amount of 5.250% senior notes due 2025 (the “Notes”) in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Lithia Motors Inc – LITHIA ANNOUNCES PRICING OF SENIOR NOTES OFFERING (July 17th, 2017)

Medford, Oregon, July 17, 2017 - Lithia Motors, Inc. (NYSE: LAD) today announced the pricing of its previously announced $300 million in aggregate principal amount of its 5.25% senior notes due 2025 (the “Notes”) in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Private Offering is expected to close on July 24, 2017, subject to customary closing conditions.

Lithia Motors Inc – LITHIA ANNOUNCES PROPOSED SENIOR NOTES OFFERING (July 12th, 2017)

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Lithia Motors Inc – LITHIA MOTORS, INC. 2017 PERFORMANCE BONUS PLAN (April 28th, 2017)
Lithia Motors Inc – LITHIA MOTORS, INC. 2013 AMENDED AND RESTATED STOCK INCENTIVE PLAN (April 28th, 2017)

The purposes of this 2013 Amended and Restated Stock Incentive Plan (the “Plan”) are to attract, retain and provide incentive compensation to selected employees, directors and others who contribute to the long-term financial success of LITHIA MOTORS, INC., an Oregon corporation, and to more closely align their interests with those of the Company and its shareholders. This Plan amends and restates in its entirety the Amended and Restated 2003 Stock Incentive Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting) (April 28th, 2017)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in accordance with the Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (20[__] Long-term Performance-vesting) ($[____] EPS Award) (February 28th, 2017)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (20[__] Time-vesting) (February 28th, 2017)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2017 Performance- and Time-vesting) (February 28th, 2017)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (July 29th, 2016)

This Fourth Amendment to Amended and Restated Loan Agreement (this “Amendment”), dated as of July 27, 2016, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan Prepared by: 601 SW Second Avenue, Suite 2100 Portland, OR 97204 (April 29th, 2016)

The purpose of the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan is to provide current tax planning opportunities as well as supplemental funds for retirement or death for a select group of management or highly compensated Employees of the Company. It is intended that the benefits provided under the Plan will aid in attracting and retaining individuals of exceptional ability. The Plan is a nonqualified deferred compensation plan intended to be an unfunded plan as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2015 Long-term Performance-vesting) ($8.00 EPS Award) (February 26th, 2016)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2016 Time-vesting) (February 26th, 2016)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2016 Performance- and Time-vesting) (February 26th, 2016)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (February 5th, 2016)

This EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (“Agreement”), between Lithia Motors, Inc., an Oregon corporation (“Employer”), and [________] (“Executive”), is dated as of February 4, 2016.

Lithia Motors Inc – SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (December 22nd, 2015)

This Second Amendment to Amended and Restated Loan Agreement (this “Amendment”), dated as of December 18, 2015, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – Director Service AGREEMENT (September 17th, 2015)

This Director Service Agreement (this “Agreement”), between Lithia Motors, Inc., an Oregon corporation (“Lithia”), and Sidney B. DeBoer (“Director”), is effective January 1, 2016 (the “Effective Date”).

Lithia Motors Inc – TRANSITION AGREEMENT (September 17th, 2015)

This TRANSITION AGREEMENT (“Agreement”) between Lithia Motors, Inc., an Oregon corporation (“Lithia”), and Sidney B. DeBoer (“DeBoer”), is dated September ___, 2015.

Lithia Motors Inc – FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (May 1st, 2015)

This First Amendment to Amended and Restated Loan Agreement (this “Amendment”), dated as of February 20, 2015, is entered into among Lithia Motors, Inc., an Oregon corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages of this Amendment (together with the Company, each a “Borrower” and any two or more “Borrowers”), the Lenders under the Loan Agreement described below that are signatories to this Amendment, and U.S. Bank National Association, as Agent for the Lenders (in such capacity, “Agent”).

Lithia Motors Inc – AMENDMENT 2014-1 to the LITHIA MOTORS, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN (March 2nd, 2015)

Pursuant to Section 19 of the Lithia Motors, Inc. 2009 Employee Stock Purchase Plan (the “Plan”), the Plan is hereby amended to clarify the Plan’s operation as follows:

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2015 Time-vesting) (March 2nd, 2015)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan.

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2015 Performance- and Time-vesting) (March 2nd, 2015)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).

Lithia Motors Inc – LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2015 Long-term Performance-vesting) (March 2nd, 2015)

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).