0001437749-13-004791 Sample Contracts

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Long Term Performance Vesting)
Restricted Stock Unit Agreement • April 26th, 2013 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the Amended and Restated 2003 Stock Incentive Plan (the “Plan”) as adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”) and as amended from time to time. Unless otherwise defined herein, capitalized terms defined in this Agreement shall have the meanings as defined in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in accordance with 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”).

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LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting)
Restricted Stock Unit Agreement • April 26th, 2013 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the Amended and Restated 2003 Stock Incentive Plan (the “Plan”) as adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”) and as amended from time to time. Unless otherwise defined herein, capitalized terms defined in this Agreement have the meanings as defined 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. RESTRICTED STOCK UNIT AGREEMENT (Performance and Time Vesting)
Restricted Stock Unit Agreement • April 26th, 2013 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the Amended and Restated 2003 Stock Incentive Plan (the “Plan”) as adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”) and as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings as defined in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in accordance with 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. RESTRICTED STOCK UNIT AGREEMENT (Time Vesting)
Restricted Stock Unit Agreement • April 26th, 2013 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is entered into pursuant to the Amended and Restated 2003 Stock Incentive Plan (the “Plan”) as adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”) and as amended from time to time. Unless otherwise defined herein, capitalized terms defined in this Agreement have the meanings as defined in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in accordance with the Plan.

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