LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance and Time Vesting)Restricted Stock Unit Agreement • February 21st, 2014 • 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. 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. RESTATED RESTRICTED STOCK UNIT AGREEMENT (Long Term Performance Vesting)Restricted Stock Unit Agreement • February 21st, 2014 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon
This Restated Restricted Stock Unit Agreement (“Agreement”), which amends and restates in its entirely the Restricted Stock Unit Agreement dated February 1, 2013, 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”).
AMENDMENT TO TERMS OF EMPLOYMENT AGREEMENTTerms of Employment Agreement • February 21st, 2014 • Lithia Motors Inc • Retail-auto dealers & gasoline stations
This AMENDMENT TO TERMS OF EMPLOYMENT AGREEMENT (this “Amendment”), is dated as of April ___, 2013, and is entered into by and among Lithia Motors, Inc., an Oregon corporation (the “Employer”), and Brad Gray (the “Executive”), and it amends the Terms of Employment Agreement entered into by and between the parties on March 1, 2012.
