LITHIA MOTORS, INC. RESTATED RESTRICTED STOCK UNIT AGREEMENT (Performance and Time Vesting)Restated Restricted Stock Unit Agreement • March 2nd, 2015 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • Oregon
This Restated 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”).
