Form of Executive Management Non-Qualified Deferred Compensation and Long-Term



 EXHIBIT 10.22.2 

 

 

 LITHIA MOTORS, INC. 
 EXECUTIVE MANAGEMENT NON-QUALIFIED 
 DEFERRED COMPENSATION AND LONG-TERM
INCENTIVE PLAN 
 NOTICE OF DISCRETIONARY CONTRIBUTION AWARD 

 

			
	FROM:	  	Compensation Committee
		
	TO:	  	[Name of Executive] (“Participant”)
	
	DATE:             , 20    


This Notice of Discretionary Contribution Award (“Notice”) is to inform you that the Company’s Compensation Committee has awarded you a
Discretionary Contribution of [$        ] under the Lithia Motors, Inc. Executive Management Non-Qualified Deferred Compensation and Long-Term Incentive Plan (the “Plan”). This Discretionary
Contribution will be credited to your “2011 Discretionary Contribution Account” under the Plan and will be governed by and subject to the Plan’s rules, as supplemented by the additional terms and conditions provided in this Notice.

  

	I.	Vesting. Your 2011 Discretionary Contribution Account will vest as follows: 


a. Service-Based Vesting Schedule. Except as provided below, your 2011 Discretionary Contribution Account will vest according to
the following schedule provided you remain employed with us on the following Vesting Date(s): 
  

					
	 Vesting Date
	  	 Vested

Percent
	 
	            , 2012	  	 	14	% 
	            , 2013	  	 	28	% 
	            , 2014	  	 	42	% 
	            , 2015	  	 	56	% 
	            , 2016	  	 	70	% 
	            , 2017	  	 	84	% 
	            , 2018	  	 	100	% 

 b. Age-Based Vesting
Schedule. Your 2011 Discretionary Contribution Account vesting percentage will be the greater of the Service-Based vesting percentage above or the schedule below assuming you remain employed with us on the date(s) you attain the following ages:

  

					
	 Attained
 Age
	  	 Vested

Percent
	 
	 62
	  	 	70	% 
	 63
	  	 	80	% 
	 64
	  	 	90	% 
	 65
	  	 	100	% 








 c. Vesting Acceleration Events. To the extent you are not already 100% vested in your
2011 Discretionary Contribution Account under the above Service- or Age-Based schedules, you will become 100% vested in your 2011 Discretionary Contribution Account assuming you remain employed with us at the time any of the following events occur:

  

	 	(1)	The Company undergoes a Change in Control; 

  

	 	(2)	You die; or 

  

	 	(3)	You become Disabled. 

  

	II.	Payment Commencement. 


Payment of the vested portion of your 2011 Discretionary Contribution Account shall commence between the January 1 and March 15
of the calendar year following the calendar year in which you Separate from Service. 
 Note: If at the time your
vested 2011 Discretionary Contribution Account becomes payable you are considered a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended, your distribution commencement date may be subject to a six
(6) month delay. 
 *    *    *    *    *

 The Plan document governs the payment, vesting and forfeiture of your 2011 Discretionary Contribution Account. Capitalized items used in this
Notice that are not herein defined shall have the meanings prescribed to such terms in the Plan document. 
 This Notice reflects your 2011
Discretionary Contribution that was awarded to you by the Compensation Committee on             , 2011. 

 

			
	LITHIA MOTORS, INC.
	
	  

	By:	 	  

	Its:	 	  

	Date:	 	  



 NOTICE OF DISCRETIONARY CONTRIBUTION AWARD FOR 2011 – [NAME OF EXECUTIVE] 

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