Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2020, the Board of Directors (the "Board") of Lithia Motors, Inc. (the "Company") approved the Lithia Motors, Inc. Short-Term Incentive Plan (the "Short-Term Incentive Plan"), which was approved by the Compensation Committee of the Board on December 16, 2020. The Short-Term Incentive Plan will replace the Lithia Motors, Inc. Performance Bonus Plan, which will expire by its terms in 2022, and be used for performance periods beginning in 2021.

The purpose of the Short-Term Incentive Plan is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain performance goals related to the performance of the Company and the eligible employee. Participants include any officers or key employees of the Company who are designated as participants by the Compensation Committee.

The foregoing description of the Short-Term Incentive Plan is qualified in its entirety by reference to the Short-Term Incentive Plan, a copy of which is filed as Exhibit 10.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Lithia Motors, Inc. Short-Term Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses