LENNOX INTERNATIONAL INC. Restricted Stock Unit Award Agreement Non-Employee Directors
Exhibit 10.1
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. Capitalized terms used and not otherwise defined herein 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 this award in
order to increase Participant’s personal interest in the continued success and progress of the
Company, to xxxxxx 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
a director of the Company.
The Company and Participant therefore agree as follows:
1. Grant of Award. Subject to the terms and conditions of this Agreement, the Company grants
to Participant on the Award Date for the period beginning on _____ and ending on _____
(the “Retention Period”), an award of _____ Restricted Stock Units (“RSUs” and such award, the
“RSU Award”).
2. Conditions for Vesting. Subject to Section 5 of this Agreement, at the end of the
Retention Period, the RSU Award will vest and be distributed to Participant (the “Earned RSUs”).
3. Method and Time of Payment. Except as otherwise provided in Section 5, Earned RSUs will be
paid within 30 days following the end of the Retention Period by the Company delivering to
Participant a number of 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.
4. Withholding for Taxes. Participant acknowledges and agrees that the Company may deduct
from the shares of Common Stock otherwise deliverable in connection with the Earned RSUs a number
of whole shares of Common Stock (valued at their Fair Market Value on the date of distribution of
the Earned RSUs) 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 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 will become fully vested
and be distributed to Participant within 30 days of termination. “For Cause” as used in this
Agreement means (a) 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; (b) 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; (c) the commission by Participant of any
material act of misconduct or dishonesty; (d) any intentional or grossly negligent action or
omission to act that breaches any covenant, agreement, condition or obligation contained in any
written Agreement with the Company; or (e) acts that in any way have a direct, substantial, and
adverse effect on the Company’s reputation. If Participant’s directorship with the Company is
terminated “For Cause” or performance as determined by a majority of the remaining directors prior
to the expiration of the Retention Period, then, immediately after termination of Participant’s
directorship, the RSU Award will be cancelled.
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 RSU Award relates 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.
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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. Governing Law. This Agreement is governed by Delaware law.
11. Construction. This Agreement is entered into, and the RSU Award is granted, pursuant to
the Plan and 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.
12. Entire Agreement. This Agreement contains the entire agreement between the parties to
this Agreement with respect to the RSU Award and replaces and makes null and void any prior
agreements, oral or written, between Participant and the Company regarding the RSU Award.
13. 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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