LENNOX INTERNATIONAL INC.
2009 Long-Term Incentive Award Agreement
Non-Employee Directors
THIS
AGREEMENT (“Agreement”) is made as of the
December 11, 2008 (the “Award Date”), by and
between Lennox International Inc., a Delaware corporation (the
“Company”), and «First» «Last»
(“Participant”).
The
Company has adopted the 1998 Incentive Plan of Lennox International
Inc. (the “Plan”), a copy of which is attached hereto
as Exhibit A and made a part hereof, for the benefit of
eligible employees, directors, consultants and other independent
contractors of the Company and its Subsidiaries. Capitalized terms
used and not otherwise defined herein shall have the meanings set
forth in the Plan.
Pursuant
to the Plan, the Compensation and Human Resources Committee (the
“Committee”), which has been assigned responsibility
for administering the Plan, has determined that it is in the
interest of the Company and its stockholders to make the awards
provided herein in order to encourage Participant to remain a
director of the Company, to increase Participant’s personal
interest in the continued success and progress of the Company and
to foster and enhance the long-term profitability of the Company
for the benefit of its shareholders by offering the incentive of
long-term rewards.
The
Company and Participant therefore agree as follows:
1. Grant
of Awards . Subject to the terms and conditions herein, the
Company grants to the Participant:
RSU Award — for the period beginning on
December 12, 2008 and ending on December 12, 2011 (the
“Retention Period”), an award of
«Units» units of restricted Common Stock (the
“RSU Award”).
2. Conditions for Vesting and Exercise .
RSU Award — Subject to paragraphs 5 and 6 herein, at
the end of the Retention Period, the RSU Award shall vest and be
distributed to the Participant (the “RSU Earned
Awards”).
3. Method
and Time of Payment .
RSU Awards — RSU Earned Awards shall be paid as soon
as practicable following the end of the Retention Period. RSU
Earned Awards shall be paid in whole shares of Common Stock.
Subject to the withholding referred to in paragraph 4 herein, the
Company shall deliver to Participant certificates issued in
Participant’s name for the number of shares to be issued to
Participant.
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4.
Withholding for Taxes . Participant acknowledges and agrees
that the Company may deduct from the shares of Common Stock
otherwise deliverable in connection with a RSU Earned Award, a
number of whole shares of Common Stock (valued at their Fair Market
Value on the date of distribution for a RSU Earned Award) that is
at least equal to 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 Directorship . If Participant’s
directorship with the Company is terminated for any reason (other
than “For Cause” or performance as determined by a
majority of the remaining directors) prior to the expiration of the
Retention Period, the RSU Award shall become fully vested and be
distributed to the Participant. “For Cause” as used in
this Agreement shall mean (i) any violation by Participant of
the Company’s written policies as they may exist or be
created or modified from time to time in the future; (ii) any
state or federal criminal conviction, including, but not limited
to, entry of a plea of nolo contendere or deferred adjudication
upon a felony or misdemeanor charge; (iii) the commission by
Participant of any material act of misconduct or dishonesty;
(iv) any intentional or grossly negligent action or omission
to act which breaches any covenant, agreement, condition or
obligation contained in any written Agreement with the Company; or
(v) acts that in any way have a direct, substantial, and
adverse effect on the Company’s reputation.
6. Change
of Control . Notwithstanding any other provision contained in
this Agreement, upon the occurrence of a Change of Control, RSU
Awards shall become fully vested and be distributed to the
Participant.
7.
Nontransferability of Award . During Participant’s
lifetime, a RSU Award is not transferable (voluntarily or
involuntarily) other than pursuant to a domestic relations order
and, except as otherwise required pursuant to a domestic relations
order, are payable only to Participant or Participant’s court
appointed legal representative. Participant may designate a
beneficiary or beneficiaries to whom the benefits of the RSU Award
shall pass upon Participant’s death and may change such
designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Company or its designee,
provided that no such designation shall be effective unless so
filed prior to the death of Participant. If no such designation is
made or if the designated beneficiary does not survive
Participant’s death, the benefits of RSU Award shall pass by
will or the laws of descent and distribution.
8. No
Stockholder Rights . Participant shall not be deemed for any
purpose, including voting rights and dividends, to be, or to have
any of the rights of, a stockholder of the Company with respect to
any shares or units of Common Stock as to which this Agreement
relates until such shares shall have been issued to Participant by
the Company. Furthermore, the existence of this Agreement shall not
affect in any way the right or power of the Company or its
stockholders to accomplish any corporate act, including, without
limitation, the acts referred to in Section 15 of the
Plan.
9.
Adjustments . As provided in Section 13 of the Plan,
certain adjustments may be made to shares of Common Stock upon the
occurrence of events or circumstances described in Section 13
of the Plan.
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10.
Restrictions Imposed by Law . Without limiting the
generality of Section 16 of the Plan, 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 shall
in no event be obligated to take any affirmative action in order to
cause the delivery of shares of Common Stock to comply with any
such law, rule, regulation or agreement.
11.
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 shall be in writing and
shall be (a) delivered personally to the following
address:
Lennox
International Inc.
c/o Corporate Secretary
2140 Lake Park Boulevard
Richardson, Texas 75080
or
(b) sent by first class mail, postage prepaid and addressed as
follows:
Lennox
International Inc.
c/o Corporate Secretary
2140 Lake Park Boulevard
Richardson, Texas 75080
Any notice or
other communication to Participant with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be
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.
12.
Amendment . Notwithstanding any other provisions hereof,
this Agreement may be supplemented or amended from time to time as
approved by the Committee as contemplated by Section 6 of the
Plan. Without limiting the generality of the foregoing, without the
consent of Participant:
(a) this Agreement
may be amended or supplemented (i) to cure any ambiguity or to
correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or (ii) to
add to the covenants and agreements of the Company for the benefit
of Participant or surrender any right or power reserved to or
conferred upon the Company in this Agreement; subject, however, to
any required approval of the Company’s stockholders and,
provided, in each case, that such changes or corrections shall not
adversely affect the rights of Participant with respect to the RSU
Award evidenced hereby without the Participant’s consent,
(iii) to make changes to the number of shares of Common Stock
subject to Participant’s RSU Award; or (iv)
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to make such
other changes as the Company, upon advice of counsel, determines
are necessary or advisable because of the adoption or promulgation
of, or change in or to the interpretation of, any law or
governmental rule or regulation, including any applicable Federal
or state securities laws; and
(b) subject to
Section 6 of the Plan and any required approval of the
Company’s stockholders, the RSU Award evidenced by this
Agreement may be canceled by the Committee and a new RSU Award made
in substitution therefore, provided that the RSU Award so
substituted shall satisfy all requirements of the Plan as of the
date such new RSU Award is made and no such action shall adversely
affect a RSU Award without Participant’s consent.
13.
Participant Employment . Nothing contained in this
Agreement, and no action of the Company or the Committee with
respect hereto, shall confer or be construed to confer on
Participant any right to continue in the employ of the Company or
any of its Su
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