EX-10.2 3 d526400dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

LENNAR CORPORATION

2018 RESTRICTED STOCK AGREEMENT

This is to certify that Lennar Corporation (“Lennar”) has granted Stuart Miller (the “Grantee”)              shares of Class A common stock, which are subject to the performance-based vesting criteria set forth below (the “Performance Shares”), and              shares of Class A common stock, which are subject to the time-based vesting criteria set forth below (the “Restricted Shares”, and together with the Performance Shares, the “Shares”). The Shares are being issued under the Lennar Corporation 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.

Performance Shares

The number of Performance Shares that the Grantee actually earns for the Performance Period will be determined based on the level of achievement of the performance goals set forth in the table below (the “Performance Goals”), with [TARGET NUMBER] Performance Shares to be earned if target performance levels are achieved. For purposes of this Agreement, the term “Performance Period” shall be the period commencing on December 1, 2017 and ending on November 30, 2020. All determinations of whether the Performance Goals have been achieved, the number of Performance Shares earned by the Grantee, and all other matters related to the Performance Shares shall be made by the Committee in its sole discretion. The Performance Shares are subject to forfeiture until they vest. Except as otherwise provided herein, the Performance Shares will vest and become non-forfeitable, if at all, on the date the Committee certifies the achievement of the Performance Goals (the “Vesting Date”). Performance Shares that have not vested by the Vesting Date shall be forfeited. Promptly following completion of the Performance Period (and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Performance Shares that the Grantee shall earn, if any.

 

Payout   

Relative Gross

Profit Percentage*

  

Relative Return on

Tangible Capital*

  

Debt/EBITDA

Multiple

0%    < 25th Percentile    < 25th Percentile    >
50% (threshold)    25th Percentile    25th Percentile   

 

100% (target)    50th Percentile    50th Percentile   

 

200% (maximum)    75th Percentile    75th Percentile    £

 

 

* Relative Gross Profit Percentage and Relative Return on Tangible Capital are determined using Lennar’s Peer Group consisting of Beazer Homes USA, Inc., Meritage Homes Corporation, M.D.C. Holdings, Inc., Century Communities, Inc., NVR, Inc., D.R. Horton, Inc., PulteGroup, Inc., Hovnanian Enterprises, Inc., Toll Brothers, Inc. and KB Home. In the event a company within the Peer Group is acquired by a company outside the Peer Group, the company would be removed from the Peer Group. In the event a company files for bankruptcy during the performance period, the company’s gross profit percentage and return on tangible capital would be reduced to -100% (i.e., assumed as worst performer within the Peer Group on the respective metrics).

The number of Performance Shares earned is determined independently for each component (e.g., maximum achievement for the relative gross profit percentage component, target achievement for the relative return on tangible capital component, and below-threshold achievement for debt/EBITDA multiple component results in 100% payout).

In the event the Grantee has a Termination of Service on account of death or Disability prior to the Vesting Date, the Grantee will vest immediately on such date in the target number of Performance Shares.


In the event the Grantee has a Termination of Service on account of Retirement prior to the Vesting Date, the Grantee will vest in a pro rata portion of the number of shares that the Grantee would have earned if the Grantee had remained employed for the entire Performance Period, calculated by multiplying such number of shares by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. The actual payout will not occur until after the end of the Performance Period, at which time Lennar’s performance during the Performance Period will be used to determine the number of shares that the Grantee would have earned if the Grantee had remained employed for the entire Performance Period prior to applying the pro rata factor. The payout to the Grantee who has a Termination of Service on account of Retirement will be made at approximately the same time as payouts are made to other Grantees with similar awards who are still employed by Lennar.

If within twenty-four months after a Change in Control, an event set forth in Section 13 of the Plan occurs, the Grantee will vest immediately on such date in the target number of Performance Shares.

Restricted Shares

The Restricted Shares subject to this Agreement shall be non-vested and subject to forfeiture as of the date of this Agreement. The Restricted Shares will vest as follows:

 

Vesting Date    % of Total
Award Vesting
   
Restricted
Shares
 
 
February 14, 2019    1/3  
February 14, 2020    1/3  
February 14, 2021    1/3  
  

 

 

Total

   100%  
  

 

 

The Restricted Shares may be forfeited prior to vesting upon specified conditions as set forth in the Plan.

General

Lennar, or a subsidiary of Lennar, is required to collect from the Grantee and to pay withholding tax upon the vesting of any Shares. The Grantee may either pay the withholding tax by cash or through the use of shares becoming vested. The Grantee will receive additional information regarding the payment of the tax at the time any Shares are scheduled to vest. If no election is made by the Grantee, the default election is to use shares for satisfying the tax liability. Unless otherwise determined by the Committee, the Shares may not be assigned or transferred while it remains subject to possible forfeiture.

The Plan contains additional provisions which will affect the Shares. The Shares are subject in all respects to the Plan’s terms and conditions as they may be amended from time to time in accordance with the Plan, which terms and conditions are incorporated herein by reference and made a part hereof and shall control in the event of any conflict with any other terms of this Agreement. A copy of the Plan is enclosed in this package in the “Award Information” section.

 

Dated:   LENNAR CORPORATION
 

Steven L. Gerard

Chairman, Compensation Committee

Lennar Corporation