Lithia Motors (LAD) 10-K2011 FY Annual report

Filed: 24 Feb 12, 12:00am

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EXHIBIT 10.13

NON EMPLOYEE DIRECTOR COMPENSATION PLAN

2011/2012 SERVICE YEAR

Retainer:

$36,000 per year (paid in twelve equal installments of $3,000 subsequent to shareholder approval of nomination)

Attendance:

$20,000; $5,000 paid following attendance (in person or via conference call) at the regular quarterly board and committee meetings, or upon an excused absence.

Award of Restricted

Share Units*:

$50,000**

Total Compensation

$106,000

Mid-Term Appointments

The cash retainer and RSU awards will be prorated for the service year with a new director given full credit for a partial month’s service. The market value used to calculate the number of shares to be awarded will be the closing stock price the day before the mid-year appointment.

* Number of shares is determined by dividing the market price per share at the close of business on April 26, 2011 ($15.06), into $50,000 (3,320 shares), which units shall vest promptly after the completion of the director’s annual service. On death, disability, or change in control, the RSU will fully vest. On a termination without cause, the award will vest prorata for each full month of service; provided, however, the board of directors may waive all or any portion of the service requirement to accelerate the vesting of the units.

** For Audit Committee Chair, this amount is $55,500, or 3,685 shares.

____________________

Adopted April 27, 2011