LITHIA MOTORS INC
EXHIBIT 10.6.2
<DOCUMENT>
<TYPE>EX-10.6.2
<SEQUENCE>4
<FILENAME>v79395ex10-6_2.txt
<DESCRIPTION>EXHIBIT 10.6.2
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.6.2
                       NONQUALIFIED STOCK OPTION AGREEMENT

        This Nonqualified Stock Option Agreement is made and entered into as of
the Date of Grant indicated below pursuant to the terms of the Lithia Motors,
Inc. (the "Company") 2001 Stock Option Plan (the "Plan") by and between the
Company and the person named below as the Optionee. Unless otherwise defined
herein, capitalized terms defined in this Nonqualified Stock Option Agreement
shall have the meanings as defined in the Plan.

THE "OPTIONEE"
                                                   ---------------------------
"DATE OF GRANT"                                                         ,
                                                   --------------------- -----

NUMBER OF SHARES OF THE
COMPANY'S CLASS A COMMON STOCK                     ---------------------------

"EXERCISE PRICE" PER SHARE                         $
                                                   ---------------------------
"EXPIRATION DATE"                                                       ,
                                                   --------------------- -----

"VESTING RATE"                                            % ON
                                                   -------    ----------------
1.      TERMS OF THE OPTION.

        1.1 Grant of Option. The Company hereby grants to the Optionee the
right, privilege, and option (the "Option") to purchase up to the number of
shares of Common Stock indicated above (the "Option Shares") at the Exercise
Price indicated above, subject to adjustment in accordance with the terms and
conditions of the Plan. The Option may only be exercised as to a whole number of
shares of Common Stock.

        1.2 Status of this Option as a Nonqualified Stock Option. The Company
does not intend this Option to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

        1.3 Nontransferability of Option. The Option and the rights of the
Optionee under this Nonqualified Stock Option Agreement may not be transferred
in any manner except by will or by the laws of descent and distribution upon the
death of the Optionee.

        1.4 Reservation of Shares. At all times, the Company shall have reserved
for issuance upon exercise of the Option such number of shares of its Common
Stock as is required for such issuance.


                                       1
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2.      TIME OF EXERCISE OF OPTION.

        2.1 When the Option Becomes Exercisable. This Option may only be
exercised on or after the Grant Date to the extent vested. This Option shall
vest on the date or dates indicated in the Vesting Rate as to that number of
shares that equals (rounded to the nearest whole share) the total number of
Option Shares multiplied by the Vesting Rate as indicated above. Under certain
circumstances, the number of shares indicated in the foregoing vesting schedule
may be adjusted and the vesting dates may be accelerated in accordance with
terms and conditions of the Plan.

        2.2 Effect of Unpaid Leaves of Absence. If at any time during the term
of this Option, the Optionee is on unpaid leave from the Company or any
Subsidiary, the Option may not be exercised during such unpaid leave and the
dates contained in the Vesting Rate shall be extended by the length of such
unpaid leave.

        2.3 Expiration and Termination of Option. This Option will expire at
5:00pm Pacific Time on the Expiration Date and may terminate earlier upon
certain events as set forth in Section 4 of this Nonqualified Stock Option
Agreement. To the extent that this Option has not been exercised prior to the
Expiration Date or any earlier termination, all further rights to purchase
shares pursuant to this Option will cease and terminate at such time.

3.      OPTION EXERCISE PROCEDURES.

        3.1 Who May Exercise the Option. Only the Optionee (or, in the case of
exercise after death of the Optionee, by the executor, administrator, heir, or
legatee of the Optionee, as the case may be) may exercise this Option.

        3.2 Notice of Exercise. A "Notice of Exercise" must be signed and
delivered to the Company's corporate Secretary or such other person as the
Company may designate at the Company's principal business office of the Company.
A copy of the Company's current form of Notice of Exercise is attached hereto.
The Company, however, reserves the right to revise its form of Notice of
Exercise from time-to-time as it determines to be appropriate. If, at the time
of the exercise of this Option, the Company does not have an effective
registration statement on file with the Securities and Exchange Commission that
covers the issuance of shares upon the exercise of this Option, the Notice of
Exercise will also contain certain representations from the Optionee as required
under applicable state and federal securities laws. A copy of the then-current
form of Notice of Exercise may be obtained at any time from the Company. A
notice will only be effective if submitted on the form in effect at the time of
such exercise.

        3.3 Payment of Exercise Price. The Notice of Exercise must indicate the
manner of payment of the Exercise Price for the number of shares so purchased.
Payment shall be made by cash or by the surrender to the Company for
cancellation of shares of Common Stock or other securities of the Company
(provided that the surrendered shares of Common Stock or other securities of the
Company shall have been held by the Optionee for not less than six months) or
any combination of the foregoing.


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        3.4 Payment of Tax Withholding. The Optionee shall pay or make adequate
provision for payment, of any Tax Withholding that may be required upon exercise
of this Option. The notice of exercise shall indicate the method of payment of
Tax Withholding, which may be accomplished by payment in cash, the Company
withholding other amounts payable by the Company to the Optionee, by the
application of shares to be received upon exercise of this Option, the surrender
of shares of Common Stock or other securities of the Company (provided that the
surrendered shares of Common Stock or other securities of the Company shall have
been held by the Optionee for not less than six months) or any combination of
the foregoing.

        3.5 Delivery of Shares Following Exercise. The Company will make
delivery of the Option Shares purchased within a reasonable time after it
receives the Notice of Exercise, payment in full of the Exercise Price of the
Option Shares being purchased and the payment or adequate provision for payment
of Tax Withholding. However, if any law or regulation requires the Company to
take any action with respect to the issuance of the Option Shares, including,
without limitation, actions that may be required for compliance with federal and
state securities laws or the listing requirements of any stock exchange upon
which the Company's Common Stock is then listed, then the date of delivery of
such shares may be extended for the period necessary to take such action. The
Optionee shall only become the holder of such shares when the issuance of the
shares is reflected on the Company's stock transfer record.

4.      TERMINATION OF THE OPTION

        4.1 Effect of the Death of the Optionee. If the Optionee dies while an
employee of the Company or any Subsidiary, this Option will terminate 12 months
following the date of the Optionee's death or, if sooner, upon the Expiration
Date. In such event, this Option may be exercised only to the extent the
Optionee was entitled to exercise this Option on the date of the Optionee's
death and only by the person or persons to whom the Optionee's rights under this
Option may pass by the Optionee's will or by the laws of descent and
distribution of the state or country of the Optionee's domicile at the time of
death.

        4.2 Effect of the Disability of the Optionee. If the Optionee's
employment by the Company terminates as a result of the Optionee becoming
Disabled (as defined in the Plan) while an employee of the Company or any
Subsidiary, this Option will terminate 12 months following the date of the
Optionee becoming Disabled or, if sooner, upon the Expiration Date. In such
event, this Option may be exercised only to the extent the Optionee was entitled
to exercise this Option on the date of such termination.

        4.3 Effect of Termination of the Employment of the Optionee for Cause.
If the Optionee's employment with the Company or any Subsidiary is terminated
for "cause", as defined in the Plan, this Option will terminate on the effective
date of the termination of Optionee's employment and shall no longer be
exercisable as to any of the remaining Option Shares.

        4.4 Effect of Retirement of the Optionee. If the Optionee's employment
with the Company or any Subsidiary is terminated as a result of the Optionee's
retirement in accordance with the Company's then current retirement policy, this
Option will terminate three months after


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the date of the termination of Optionee's employment by retirement and shall no
longer be exercisable as to any of the remaining Option Shares. In such event,
this Option may be exercised only to the extent the Optionee was entitled to
exercise this Option on the date of the Optionee's retirement.

        4.5 Effect of any other Termination of the Employment of the Optionee.
If the Optionee's employment with the Company or any Subsidiary terminates for
any reason other than the reasons set forth in Sections 4.1, 4.2, 4.3 or 4.4 of
this Option, this Option will terminate thirty days after the date of such
termination of employment or, if sooner, upon the Expiration Date. In such
event, this Option may be exercised only to the extent the Optionee was entitled
to exercise this Option on the date of such termination. For purposes of this
Option, the Optionee's employment with the Company or any Subsidiary shall be
considered to have terminated if the Optionee for any reason becomes a
"part-time" employee as such term is defined in the Company's then existing
employment rules or guidelines.

5.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE.

        5.1. No Effect on Employment. The Optionee understands and agrees that
nothing contained in this Nonqualified Stock Option Agreement will be construed
to limit or restrict the rights of the Company to terminate the employment of
the Optionee at any time, with or without cause, to change the duties of the
Optionee or to increase or decrease the Optionee's compensation. Without
limiting the foregoing, the Optionee understands and agrees that the vesting of
shares under this Option is subject to and is conditioned upon the continued
employment of the Optionee by the Company or a Subsidiary and that such
employment can be terminated at any time by the Company or its Subsidiary.

        5.2. Rights Prior to Exercise of This Option. The Optionee understands
and agrees that the Optionee will have no rights as a shareholder in the Option
Shares, including without limitation the right to vote or receive dividends,
until the issuance of the shares is reflected in the Company's stock transfer
records.

        5.3. Tax Implications. The Optionee understands that, under federal
income tax laws as they currently exist, the exercise of this Option will result
in ordinary income to the Optionee in the amount by which the Fair Market Value
(as of the date of exercise) of the shares acquired upon exercise exceeds the
Exercise Price.

        5.4 Underwriter's Lock-up. The Optionee by accepting this Option agrees
that whenever the Company undertakes a firm underwritten public offering of its
securities and if requested by the managing underwriter in such offering, the
Optionee will enter into an agreement not to sell or dispose of any securities
of the Company owned or controlled by the Optionee provided that such
restriction will not extend beyond twelve (12) months from the effective date of
the registration statement filed in connection with such offering.

        5.5 Disclosures. The Optionee acknowledges receipt of a copy of the Plan
and certain related information and represents that Optionee has fully reviewed
the terms and conditions of the


                                       4
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Plan and this Option and has had opportunity to obtain the advice of counsel
prior to executing this Nonqualified Stock Option Agreement. The Optionee
represents and warrants that the Optionee is not relying upon any
representations, agreements or understandings of or with the Company except for
those set forth in this Nonqualified Stock Option Agreement.

6.      MISCELLANEOUS PROVISIONS

        6.1. Binding Effect. This Nonqualified Stock Option Agreement will be
binding upon and inure to the benefit of the parties hereto and their heirs,
executors, administrators, successors, and assigns.

        6.2. Notices. All notices to the Optionee or other persons then entitled
to exercise this Option will be delivered at the address contained in the
records of the Company or such other address as may be specified in writing by
the Optionee or such other person. All notices to the Company will be delivered
at its principal offices.

        6.3. Governing Law and Interpretation. This Nonqualified Stock Option
Agreement and the Option granted hereunder will be governed by the laws of the
State of Oregon as to all matters, including but not limited to matters of
validity, construction, effect, and performance, without giving effect to rules
of choice of law. This Nonqualified Stock Option Agreement hereby incorporates
by reference all of the provisions of the Plan and will in all respects be
interpreted and construed in such manner as to effectuate the intent of the
Plan. In the event of a conflict between the terms of this Nonqualified Stock
Option Agreement and the Plan, the terms of the Plan will prevail. All matters
of interpretation of the Plan and this Nonqualified Stock Option Agreement,
including the applicable terms and conditions and the definitions of the words,
will be determined in the sole and final discretion of the Committee or the
Company's Board of Directors.


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        6.4. Attorney Fees. If any suit or action is instituted in connection
with any controversy arising out of this Nonqualified Stock Option Agreement or
the enforcement of any right hereunder, the prevailing party will be entitled to
recover, in addition to costs, such sums as the court may adjudge reasonable as
attorney fees, including fees on any appeal.

                                       LITHIA MOTORS, INC.



                                       By:
                                          ----------------------------------
                                       Name:
                                            --------------------------------
                                       Title
                                            --------------------------------


                                       OPTIONEE:


                                       -------------------------------------
                                       Name:
                                            --------------------------------

                                       -------------------------------------
                                       Street Address

                                       -------------------------------------
                                       City, State and Zip Code

                                       -------------------------------------
                                       Social Security Number


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