0000896595-10-000002 Sample Contracts

Option Agreement
Option Agreement • January 5th, 2010 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

This Option Agreement (“Option”) is entered into between Lithia Motors, Inc. (“Lithia”) and M.L. Dick Heimann, his successors or assigns (“Heimann”). For the sum of ten dollars and other consideration the receipt of which is hereby acknowledge, Lithia, in its own right and on behalf of its wholly owned subsidiaries, grants to Heimann (or an entity controlled by him) an option to purchase the “Purchased Assets” as that term is described below and further defined in the attached Exhibit A, (the “Purchase Agreement”), and to assume the lease or leases (or if the same can not be assigned, enter into a sub-lease) with respect to “Business Real Property” as that term is described below and further defined in the Purchase Agreement, or, if the Business Real Property is then owned, to purchase such property.

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Executive Nonqualified Deferred Compensation Agreement
Nonqualified Deferred Compensation Agreement • January 5th, 2010 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

THIS AGREEMENT by and among Lithia Motors, Inc., an Oregon corporation (the “Company”), and M.L. Dick Heimann (the “Executive”) is dated effective December 31st, 2009 (the “Effective Date”).

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