0001193125-11-057831 Sample Contracts

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 7th, 2011 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Agreement shall have the meanings as defined in the Plan.

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TWELFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 7th, 2011 • Lithia Motors Inc • Retail-auto dealers & gasoline stations

This Twelfth Amendment to Loan Agreement (this “Agreement”) dated as of December 21, 2010, is entered into among Lithia Motors, Inc., an Oregon corporation (“Borrower”); the lenders which are from time to time parties to the Loan Agreement (each a “Lender” and any two or more “Lenders”); and U.S. Bank National Association, as agent for the Lenders (in such capacity, “Agent”).

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 7th, 2011 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Lithia Motors, Inc., an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Agreement shall have the meanings as defined in the Plan.

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