0001023128-19-000042 Sample Contracts

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2019 Time-vesting)
Restricted Stock Unit Agreement • February 25th, 2019 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

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.

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LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2019 Performance- and Time-vesting)
Restricted Stock Unit Agreement • February 25th, 2019 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

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.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 25th, 2019 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

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”).

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