LENNOX INTERNATIONAL INC. Long-Term Incentive Award Agreement U.S. Employees — Vice President and Above
Exhibit 10.2
LENNOX INTERNATIONAL INC.
Long-Term Incentive Award Agreement
U.S. Employees — Vice President and Above
Long-Term Incentive Award Agreement
U.S. Employees — Vice President and Above
THIS AGREEMENT (“Agreement”) is made as of _____ (the “Award Date”), by and between
Lennox International Inc., a Delaware corporation (the “Company”), and _____ (“Participant”).
The Company has adopted the Lennox International Inc. 2010 Incentive Plan, as amended and
restated (the “Plan”), the terms of which are incorporated by reference and made a part of this
Agreement, for the benefit of eligible employees, directors, consultants or advisors of the Company
and its Subsidiaries (together, “LII”). Capitalized terms used and not otherwise defined in this
Agreement have the meanings set forth in the Plan.
Pursuant to the Plan, the Committee, which has responsibility for administering the Plan, has
determined that it is in the interest of the Company and its stockholders to make the awards
provided in this Agreement in order to increase Participant’s personal interest in the continued
success and progress of the Company, to ▇▇▇▇▇▇ and enhance the long-term profitability of the
Company for the benefit of its shareholders by offering the incentive of long-term rewards, and to
encourage Participant to remain in the employ of LII.
The Company and Participant therefore agree as follows:
1. Grant of Awards. Subject to the terms and conditions in this Agreement, the Company grants
to Participant on the Award Date:
(a) PSU Award — for the period beginning on _____ and ending on _____
(the “Performance Period”), an award of _____ performance share units (“PSUs” and such
award, the “PSU Award”);
(b) RSU Award — for the period beginning on _____ and ending on _____
(the “Retention Period”), an award of _____ Restricted Stock Units (“RSUs” and such
award, the “RSU Award”); and
(c)
SAR Award — for the period beginning on _____ and ending
on __________ (the “SAR Period”), _____ Stock Appreciation Rights (“SARs” and such award, the
“SAR Award”) at a ▇▇▇▇▇ ▇▇▇▇▇ of $ _____ per share of Common Stock (the Fair Market
Value of a share of Common Stock on the date of grant).
2. Conditions for Vesting.
(a) PSU Award — Fifty percent (50%) of the PSU Award is based upon achievement
of core net income growth rate performance goals (“Net Income”) for the Performance Period,
and fifty percent (50%) of the PSU Award is based upon achievement of return on invested
capital performance goals (“ROIC”) for the Performance Period. Subject to Section 5 of this
Agreement, at the end of the Performance Period, the Committee will evaluate the Company’s
attained levels of performance with respect to Net Income and ROIC to determine the number
of whole PSUs earned, if any, by Participant (the “Earned
PSUs”). The Committee will determine Participant’s total Earned PSUs for such period
by reference to the following performance matrix:
PSU Award — Performance Goals
| Threshold | Target | Maximum | ||||||||||
Earned PSUs
Payout Levels |
50 | % | 100 | % | 200 | % | ||||||
Net Income: 3-year compound annual
growth rate |
||||||||||||
ROIC: 3-year weighted average* |
||||||||||||
| * | lowest-year ROIC weighted 20%, remaining years weighted 40% each |
If, at the end of the Performance Period, the threshold, target or maximum performance
goal set forth in the performance matrix above has been attained for either or both of the
Net Income or ROIC performance goals, Participant will vest in Earned PSUs as provided in
the performance matrix set forth above. If the attained level of performance for either
performance goal is between the threshold and target, or between the target and maximum,
performance goals set forth in the performance matrix above, Earned PSUs for such
performance goal will be determined on an interpolated basis.
(b) RSU Award — Subject to Section 5 of this Agreement, at the end of the
Retention Period, the RSU Award will vest (the “Earned RSUs”).
(c) SAR Award — Subject to Section 5 of this Agreement, the SAR
Award may be exercised only to the extent the SAR Award has become vested (the “Earned
SARs”) according to the following schedule:
| Date | SARs Vested | |||
_______________ |
33 1/3 | % | ||
_______________ |
66 2/3 | % | ||
_______________ |
100 | % | ||
Earned SARs may be exercised in whole or in part at any time until expiration of the
SAR Period, subject to Section 5 of this Agreement.
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3. Method and Time of Payment.
(a) PSU Award — Except as otherwise provided in Section 5, Earned PSUs will be
paid within 2.5 months following the end of the Performance Period, minus any shares of
Common Stock withheld for taxes pursuant to Section 4 below. Earned PSUs will be paid in
the form of the nearest number of whole shares of Common Stock which is equal to or less
than the Earned PSUs determined by the reference to the performance matrix specified in
Section 2(a) above.
(b) RSU Awards — Except as otherwise provided in Section 5, Earned RSUs will
be paid within 30 days following the end of the Retention Period. Earned RSUs will be paid
in whole shares of Common Stock equal to the number of Earned RSUs, minus any shares of
Common Stock withheld for taxes pursuant to Section 4 below.
(c) SAR Award — Subject to withholding for taxes pursuant to Section 4 below,
within 30 days of the date of exercise, the Company will deliver to Participant for each
Earned SAR that is being exercised (“Exercised SAR”) a number of shares of Common Stock, in
the form of the nearest number of whole shares of Common Stock, equal to the excess (if any)
of the most recent publicly quoted sale price of a share of Common Stock at the time of
exercise over the ▇▇▇▇▇ ▇▇▇▇▇ of the SAR on the Award Date. If on the last day of the SAR
Period (i) the Fair Market Value of a share of Common Stock exceeds the ▇▇▇▇▇ ▇▇▇▇▇ of the
SAR on the Award Date, (ii) Participant has not exercised the Earned SARs and (iii) the SAR
Award has not otherwise been cancelled, then the Earned SARs will be deemed to have been
exercised by Participant as of such day, and the Company will settle the Exercised SARs in
accordance with this Section 3(c).
4. Withholding for Taxes. Participant acknowledges and agrees that the Company may deduct
from the shares of Common Stock otherwise deliverable in connection with Earned PSUs, Earned RSUs
and Exercised SARs a number of whole shares of Common Stock (in the case of Earned PSUs and Earned
RSUs, valued at the Fair Market Value of Common Stock on the date of distribution of the Earned
PSUs and Earned RSUs; in the case of Earned SARs, valued at the most recent publicly quoted sale
price of Common Stock at the time of exercise of the Earned SARs) that is equal to no more than the
minimum statutory amount of all Federal, state and local taxes required to be withheld by the
Company in connection with such delivery, as determined by the Company.
5. Termination of Employment. Unless otherwise determined by the Committee in its sole
discretion, the PSU Award, the RSU Award and the SAR Award will terminate at the times specified
below:
(a) If, prior to the end of the Performance Period, Retention Period or SAR
Period, Participant terminates employment with LII voluntarily or is terminated by
LII for Cause (as defined in any applicable employment agreement between LII and
Participant or as determined by the Committee in its sole discretion in the absence
of any such employment agreement), then, immediately after Participant’s
termination, the PSU Award, RSU Award or SAR Award will be cancelled.
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(b) If, prior to the end of the Performance Period, Retention Period or SAR
Period, Participant’s employment with LII is terminated by LII not for Cause, then,
(i) immediately after Participant’s termination, the PSU Award or RSU Award
will be cancelled, and (ii) immediately after Participant’s termination, the
Earned SARs will continue to be exercisable subject to the SAR Period for 90 days
following Participant’s termination, and the remainder of the SAR Award will be
cancelled.
(c) If, prior to the end of the SAR Period, Participant’s employment with LII
is terminated by LII for any reason within one year following a Change in Control,
then the Earned SARs will continue to be exercisable subject to the SAR Period for
90 days following Participant’s termination, and the remainder of the SAR Award will
be cancelled.
(d) If, prior to the end of the Performance Period, Retention Period or SAR
Period, Participant’s employment with LII terminates by reason of Participant’s
retirement, and in connection with such termination of employment (i) Participant is
at least 65 years of age, (ii) Participant is at least 62 years of age and has
achieved at least 10 years of service with LII or (iii) the number of years of
service Participant has achieved with LII plus Participant’s age equals at least 80,
then (x) Participant will earn a pro rata amount of the PSU Award based upon the
Company’s attainment of its performance goals in accordance with the performance
matrix described in Section 2(a) above, determined at the end of the Performance
Period, and the remainder of the PSU Award will be cancelled, (y) Participant will
earn a pro rata amount of the RSU Award based upon the portion of the Retention
Period during which Participant served as an employee of LII, determined as of the
date of such retirement, and the remainder of the RSU Award will be cancelled, and
(z) the Earned SARs will continue to be exercisable for the remainder of the SAR
Period, and the remainder of the SAR Award will be cancelled. In the case of the
PSU Award, any pro rata amount earned will be payable within 2.5 months after the
end of the Performance Period, and in the case of the RSU Award, any pro rata amount
earned will be payable within 30 days after the end of the Retention Period.
(e) If, prior to the end of the Performance Period, Retention Period or SAR
Period, Participant dies or incurs a Disability, then (i) Participant, or in the
event of Participant’s death, Participant’s beneficiary, will earn a pro rata amount
of the PSU Award based upon the Company’s attainment of its performance goals in
accordance with the performance matrix described in Section 2(a) above (as
determined in the sole discretion of the Committee), determined as of the date of
death or Disability, and the remainder of the PSU Award will be cancelled, (ii)
Participant, or in the event of Participant’s death, Participant’s beneficiary, will
earn a pro rata amount of the RSU Award based upon the portion of the Retention
Period during which Participant served as an employee of LII, determined as of the
date of death or Disability, and the remainder of the RSU Award will be cancelled,
and (iii) the SAR Award will become fully vested and exercisable and will continue
to be exercisable for the remainder of the SAR Period. In the case of the PSU
Award, any pro rata amount earned will be payable within 2.5 months after the date
of death or Disability, and in the case of the RSU Award, any pro rata amount earned
will be payable within 30 days after the date of death or Disability.
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6. No Stockholder Rights. Participant will not be deemed for any purpose, including voting
rights and dividends or dividend equivalents, to be, or to have any of the rights of, a stockholder
of the Company with respect to any shares of Common Stock as to which the PSU Award, the RSU Award
or the SAR Award relate until such shares are issued to Participant by the Company. The existence
of this Agreement will not affect the right or power of the Company or its stockholders to
accomplish any corporate act.
7. Restrictions Imposed by Law. Participant agrees that the Company will not be obligated to
deliver any shares of Common Stock if counsel to the Company determines that such delivery would
violate any applicable law or any rule or regulation of any governmental authority or any rule or
regulation of, or agreement of the Company with, any securities exchange or association upon which
the Common Stock may be listed or quoted. The Company will not be obligated to take any
affirmative action to cause the delivery of shares of Common Stock to comply with any such law,
rule, regulation or agreement.
8. Notice. Unless the Company notifies Participant in writing of a different procedure, any
notice or other communication to the Company with respect to this Agreement must be in writing and
delivered personally or by first class mail, postage prepaid, to the following address:
Any notice or other communication to Participant with respect to this Agreement must be in writing
and delivered personally, or sent by first class mail, postage prepaid, to Participant’s address as
listed in the records of the Company on the Award Date, unless the Company has received written
notification from Participant of a change of address.
9. Amendment. This Agreement may be supplemented or amended from time to time as
approved by the Committee as contemplated by Section 4.2 of the Plan.
10. Participant Employment. Nothing contained in this Agreement, and no action of the Company
or the Committee, will confer or be construed to confer on Participant any right to continue in the
employ of LII or interfere in any way with the right of LII to terminate Participant’s employment
at any time, with or without cause, subject, however, to the provisions of any employment agreement
between Participant and LII.
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11. Governing Law. This Agreement is governed by Delaware law.
12. Construction. This Agreement is entered into, and the PSU Award, RSU Award and SAR Award
are granted, pursuant to the Plan and are governed by and construed in accordance with the Plan and
the administrative interpretations adopted by the Committee under the Plan. In the event of any
inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control.
13. Entire Agreement. Subject to the provisions of any applicable written employment
agreement or change in control agreement between Participant and LII, this Agreement contains the
entire agreement between the parties to this Agreement with respect to the PSU Award, the RSU Award
and the SAR Award and replaces and makes null and void any prior agreements, oral or written,
between Participant and the Company regarding the PSU Award, the RSU Award and the SAR Award.
14. Participant Acceptance. Participant must accept the terms and conditions of this
Agreement by electronic signature or by signing in the space below and returning a signed copy to
the Company.
| ACCEPTED: | ||||||
| Signed: | ||||||
| Date: | ||||||
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