UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

June 25, 2019

Date of Report (Date of earliest event reported)

 

 

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-11749   95-4337490

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

700 Northwest 107 th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $.10   LEN   New York Stock Exchange
Class B Common Stock, par value $.10   LEN.B   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 25, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of Lennar Corporation (the “Company”) approved 2019 award agreements under the Company’s 2016 Incentive Compensation Plan relating to incentive compensation for Stuart Miller, the Company’s Executive Chairman, Rick Beckwitt, the Company’s Chief Executive Officer and a Director, and Jonathan Jaffe, the Company’s President and a Director. The award agreements describe cash bonus opportunities based on the achievement of specified performance goals. Copies of the award agreements are filed as Exhibit 10.1 hereto.

In addition, on June 25, 2019, the Committee approved 2019 award agreements under the Company’s 2016 Equity Incentive Plan relating to equity incentive compensation for Mr. Miller, Mr. Beckwitt, and Mr. Jaffe. Mr. Miller, Mr. Beckwitt, and Mr. Jaffe were granted target awards of 125,798, 111,706, 98,092 shares of Class A common stock, respectively, that are subject to performance-based vesting conditions, and 125,798, 111,706, 98,092 shares of Class A common stock, respectively, that are subject to service-based vesting conditions. A copy of the form of award agreement is filed as Exhibit 10.2 hereto.

Further, on that date, the Committee approved 2019 award agreements under the Company’s 2016 Incentive Compensation Plan relating to incentive compensation for Diane Bessette, the Company’s Vice President, Chief Financial Officer and Treasurer, Mark Sustana, the Company’s Vice President, General Counsel and Secretary, Jeff McCall, the Company’s Senior Vice President, and Bruce Gross, CEO of Lennar Financial Services and former Chief Financial Officer of the Company. The award agreements describe cash bonus opportunities based on the achievement of specified performance goals. Copies of the award agreements are filed as Exhibit 10.3 hereto.

Also on June 25, 2019, Ms. Bessette, Mr. Sustana, Mr. McCall and Mr. Gross were granted 31,107, 24,678, 25,922 and 20,738 shares of restricted Class A common stock, respectively, under the Company’s 2016 Equity Incentive Plan. One-third of each grant vests on each of July 2, 2020, July 2, 2021 and July 2, 2022, subject to forfeiture in accordance with the terms of the grant.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description of Document

10.1    2019 Award Agreements for Mr. Miller, Mr. Beckwitt and Mr. Jaffe.
10.2    Form of 2019 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr. Miller, Mr. Beckwitt and Mr. Jaffe.
10.3    2019 Award Agreements for Ms. Bessette, Mr. Sustana, Mr. McCall and Mr. Gross.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 28, 2019     Lennar Corporation
    By:   /s/ Diane Bessette
    Name:   Diane Bessette
    Title:   Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

 

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

EXECUTIVE CHAIRMAN

 

 

 

 

NAME

  

ASSOCIATE ID#

  

TARGET AWARD OPPORTUNITY [1]

Stuart Miller    100003    0.73% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]

 

[1]

The 2019 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan , is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the Executive Chairman. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory management, corporate governance, customer satisfaction, and peer/competitor comparisons.

 

[2]

Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.

 

[3]

Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity – Intangible Assets + Homebuilding Debt.

PAYMENTS

 

•  

The payment of any bonus shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

•  

100% of the bonus payment is contingent on the recipient being employed with the Company on the applicable payment date. No bonus will be earned or paid unless the participant remains employed in good standing through such date.

My participation in this 2019 Target Bonus Opportunity Program shall not entitle me to remain in the employ of the Company. My employment is at-will. The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals.

This document constitutes the entire agreement between the Company and me with respect to my bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to my bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

I affirm that the Alternative Dispute Resolution Policy set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to my employment.

I also understand and agree that for twelve (12) months following termination of my employment with Lennar, I will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for excellent individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that I will receive, or will be entitled to, any additional bonus compensation at any time.

 

Signature:  

 

    

 

Date:  

 

    

 

 

Stuart Miller

Executive Chairman

Lennar Corporation

    

Steven Gerard

Chairman, Compensation Committee

Lennar Corporation

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

CHIEF EXECUTIVE OFFICER

 

 

 

 

NAME

  

ASSOCIATE ID#

  

TARGET AWARD OPPORTUNITY [1]

Rick Beckwitt    168230    0.63% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]

 

[1]

The 2019 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan , is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the CEO. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory management, corporate governance, customer satisfaction, and peer/competitor comparisons.

 

[2]

Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.

 

[3]

Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity – Intangible Assets + Homebuilding Debt.

PAYMENTS

 

•  

The payment of any bonus shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

•  

100% of the bonus payment is contingent on the recipient being employed with the Company on the applicable payment date. No bonus will be earned or paid unless the participant remains employed in good standing through such date.

My participation in this 2019 Target Bonus Opportunity Program shall not entitle me to remain in the employ of the Company. My employment is at-will. The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals.

This document constitutes the entire agreement between the Company and me with respect to my bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to my bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

I affirm that the Alternative Dispute Resolution Policy set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to my employment.

I also understand and agree that for twelve (12) months following termination of my employment with Lennar, I will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for excellent individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that I will receive, or will be entitled to, any additional bonus compensation at any time.

 

Signature:  

 

    

 

Date:  

 

    

 

 

Rick Beckwitt

Chief Executive Officer

Lennar Corporation

    

Stuart Miller

Executive Chairman

Lennar Corporation

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

PRESIDENT

 

 

 

 

NAME

  

ASSOCIATE ID#

  

TARGET AWARD OPPORTUNITY [1]

Jon Jaffe    103706    0.55% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]

 

[1]

The 2019 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan , is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the President. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory management, corporate governance, customer satisfaction, and peer/competitor comparisons.

 

[2]

Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.

 

[3]

Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity – Intangible Assets + Homebuilding Debt.

PAYMENTS

 

•  

The payment of any bonus shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

•  

100% of the bonus payment is contingent on the recipient being employed with the Company on the applicable payment date. No bonus will be earned or paid unless the participant remains employed in good standing through such date.

My participation in this 2019 Target Bonus Opportunity Program shall not entitle me to remain in the employ of the Company. My employment is at-will. The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals.

This document constitutes the entire agreement between the Company and me with respect to my bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to my bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

I affirm that the Alternative Dispute Resolution Policy set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to my employment.

I also understand and agree that for twelve (12) months following termination of my employment with Lennar, I will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for excellent individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that I will receive, or will be entitled to, any additional bonus compensation at any time.

 

Signature:  

 

    

 

Date:  

 

    

 

 

Jon Jaffe

President

Lennar Corporation

    

Stuart Miller

Executive Chairman

Lennar Corporation

Exhibit 10.2

LENNAR CORPORATION

2019 RESTRICTED STOCK AGREEMENT

This is to certify that Lennar Corporation (“Lennar”) has granted _______ (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, 2018 and ending on November 30, 2021. 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 ninety (90) 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* 		  Relative Total
Shareholder Return* 		  Debt/EBITDA
Multiple

0%

   < 25 th  Percentile   < 25 th  Percentile   < 25 th  Percentile   > 4.20

50% (threshold)

   25 th  Percentile   25 th  Percentile   25 th  Percentile   4.20

100% (target)

   50 th  Percentile   50 th  Percentile   50 th  Percentile   2.60

200% (maximum)

   75 th  Percentile   75 th  Percentile   75 th  Percentile   £ 2.30

 

*

Relative Gross Profit Percentage, Relative Return on Tangible Capital, and Relative Total Shareholder Return are determined using Lennar’s Peer Group consisting of Beazer Homes USA, Inc., D.R. Horton, Inc., Hovnanian Enterprises, Inc., KB Home, M.D.C. Holdings, Inc., Meritage Homes Corporation, NVR, Inc., PulteGroup, Inc., Taylor Morrison Home Corporation, Toll Brothers, Inc., and TRI Pointe Group, Inc. 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, return on tangible capital, and total shareholder return would be reduced to -100% (i.e., assumed as worst performer within the Peer Group on the respective metrics).

Payouts for performance between threshold and target payout levels and between target and maximum payout levels will be calculated by linear interpolation. 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, target achievement for the relative total shareholder return, 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 the number of shares that the Grantee would have earned if the Grantee had remained employed for the entire 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. 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, 2020

     1/3                                     

February 14, 2021

     1/3    

February 14, 2022

     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 they remain 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

Exhibit 10.3

 

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

CHIEF FINANCIAL OFFICER

 

 

 

NAME

   DEPARTMENT    ASSOCIATE ID#    TARGET AWARD OPPORTUNITY [1]

Diane Bessette

   Executive    100128    100% of base salary

The following are measured to determine % of target paid out:

 

PERFORMANCE CRITERIA [2]
(see definitions section for more detail)

   PERCENT
OF
TARGET
AWARD 		   

PERFORMANCE LEVELS/
TARGET BONUS OPPORTUNITY

 
 

THRESHOLD

   % OF TARGET  
Individual Performance — Based on annual Performance Appraisal review determined at the end of the fiscal year by current supervisor.      60 %    Good
Very Good
Excellent 		    

20

40

60

% 

% 

% 

Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation — As determined by the Corporate Governance Committee      40 %    Good
Very Good
Excellent 		    

10

25

40

% 

% 

% 

  

 

 

      
TOTAL [1]      100 %      
  

 

 

      

UPSIDE POTENTIAL:

        

2019 Outperformance Goals for Reference Below

 

Based on Achievement of Outperformance Goals

    

Up to 100

of salary

% 

 

 

•  Focus on maximizing cash generation and lowering leverage

 

•  Successful execution of simplification initiatives

 

•  Successful execution of targeted technology investments

 

•  Successful strategic transaction with ancillary business

 

•  Other strategic transactions

   

   

   

   

   

 

[1]

The 2019 Target Bonus Opportunity is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the associate. Factors that may cause an adjustment include, but are not limited to, a comparison of the associate’s performance to others in the program, economic or market considerations, etc.

[2]

The CEO may adjust the weightings for the performance criteria at his sole discretion.

PAYMENTS

 

  •  

The payment of any bonus earned under this Agreement shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

  •  

Associate must be a full-time active employee of the Company in good standing on the date of payment to earn any bonus compensation under this Agreement. No bonus will be paid or earned after Associate’s employment ends (for any reason), regardless of whether termination was voluntary or involuntary.

Participation in this 2019 Target Bonus Opportunity program or receipt of any Target Bonus or other compensation, shall not entitle Associate to remain in the employ of the Company. Employment of Associate is at-will.

Associate affirms that the Alternative Dispute Resolution Policy (the “Policy”) set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to Associate’s employment. The Policy is incorporated herein in its entirety.

Associate also understands and agrees that for twelve (12) months following termination of Associate’s employment with Lennar, Associate will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals. The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that Associate will receive, or will be entitled to, any additional bonus compensation at any time.

This document constitutes the entire agreement between the Company and Associate with respect to bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

Associate will remain obligated to comply with all Company rules, policies, practices and procedures, including any and all Policies contained in the Company’s Associate Reference Guide (“ARG”) as amended from time-to-time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.

 

Signature:                                                                             
Date:                                                                                                      Rick Beckwitt
Please sign and return, hard copy or scan, to the Total Rewards Department in Miami or at totalrewards@lennar.com    

Chief Executive Officer

Lennar Corporation

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

SR. CORPORATE MANAGEMENT ASSOCIATES

 

 

 

 

NAME

 

DEPARTMENT

 

ASSOCIATE ID#

  

TARGET AWARD OPPORTUNITY [1]

Mark Sustana

  Legal   163237    Up to 100% of Base Salary

The following are measured to determine % of target paid out:

 

PERFORMANCE CRITERIA [2]
(see definitions section for more detail)

   PERCENT
OF
TARGET
AWARD 		   

PERFORMANCE LEVELS/
TARGET BONUS OPPORTUNITY

 
 

THRESHOLD

   % OF TARGET  
Individual Performance — Based on annual Performance Appraisal review determined at the end of the fiscal year by current supervisor.      60 %    Good
Very Good
Excellent 		    

20

40

60

% 

% 

% 

Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation — As determined by the Corporate Governance Committee      40 %    Good
Very Good
Excellent 		    

10

25

40

% 

% 

% 

  

 

 

      

TOTAL [1]

     100 %      
  

 

 

      

UPSIDE POTENTIAL:

            

Based on Achievement of Outperformance Goals

     Up to +80 %   

•  Exceeding Business Plan Profitability [3]

 

•  Accomplish goals as per Legal 2019 Goals memo

 

•  Other strategic transactions

   

   

   

 

[1]

The 2019 Bonus Opportunity program is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on their assessment of the quantitative and qualitative performance of the department. Factors that may cause an adjustment include, but are not limited to, a comparison of the Associate’s performance to others in the program, economic or market considerations, etc.

[2]

The CEO and CFO may adjust the weightings for the performance criteria by department, at their sole discretion.

[3]

Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement of debt, impairment charges, and acquisition costs related to the purchase or merger of a public company. Such determinations will be made at the Company’s sole discretion and shall be final and binding. Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.

PAYMENTS

 

  •  

The payment of any bonus earned under this Agreement shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

  •  

Associate must be a full-time active employee of the Company in good standing on the date of payment to earn any bonus compensation under this Agreement. No bonus will be paid or earned after Associate’s employment ends (for any reason), regardless of whether termination was voluntary or involuntary.

Participation in this 2019 Target Bonus Opportunity program or receipt of any Target Bonus or other compensation, shall not entitle Associate to remain in the employ of the Company. Employment of Associate is at-will.

Associate affirms that the Alternative Dispute Resolution Policy (the “Policy”) set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to Associate’s employment. The Policy is incorporated herein in its entirety.

Associate also understands and agrees that for twelve (12) months following termination of Associate’s employment with Lennar, Associate will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals. The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that Associate will receive, or will be entitled to, any additional bonus compensation at any time.

This document constitutes the entire agreement between the Company and Associate with respect to bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

Associate will remain obligated to comply with all Company rules, policies, practices and procedures, including any and all Policies contained in the Company’s Associate Reference Guide (“ARG”) as amended from time-to-time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.

 

Signature:                                           

 

Date:                                                   

  

 

                                                         

Rick Beckwitt

Chief Executive Officer

Lennar Corporation

  

                                                     

Diane Bessette

Chief Financial Officer & Treasurer

Lennar Corporation

LOGO

LENNAR CORPORATION

2019 BONUS OPPORTUNITY

SR. CORPORATE MANAGEMENT ASSOCIATES

 

NAME

  

DEPARTMENT

   ASSOCIATE
ID# 		   MAX AWARD OPPORTUNITY [1]

Jeff McCall

   LTS, Cyber Security, HR & Facilities Management    207613    200%
of
base
salary

The following are measured to determine % of salary paid out:

 

PERFORMANCE CRITERIA [2]
(see definitions section for more detail)

 

PERFORMANCE LEVELS/
MAX BONUS OPPORTUNITY

 

THRESHOLD

  

% OF BASE SALARY

Departmental Budget Management:

 

Budget includes the sum of IT, HR and Cyber Security cost centers. Actual performance excludes non-recurring events, establishment of Strategic JV, etc.

  Good
Very Good
Excellent 		  

25% of salary:            +/- $2M to budget

40% of salary:            $2 to $5M favorable to budget

50% of salary:            > $5M favorable to budget

Annual Cash Flow Improvement of the Lennar Healthcare Plans:

 

Compare net Cash Flow from FY 2018 to FY 2019

  Good
Very Good
Excellent 		  

25% of salary:            20% Improvement

40% of salary:            40% Improvement

50% of salary:            60% Improvement

Implementation of inaugural Inclusion and Diversity Program   Good
Very Good
Excellent 		  

25% of salary:            Design and launch program

40% of salary:            Complete 1 – 2 Company-wide activities

50% of salary:            Complete >2 Company-wide activities

ADDITIONAL BONUS POTENTIAL:

 

2019 Outperformance Goals for Reference Below

(up to 50% of salary)

Based on Achievement of Outperformance Goals  

•  Overall Corporate Leadership

 

•  Leading/tracking/prioritizing SimpliFY19 initiatives

 

•  Operational Reporting Enhancements/improvements

 

•  Contribution to other strategic initiatives

TOTAL [1]   Up to 200% of base salary

 

[1]

The 2019 Max Award Opportunity is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the Associate. Factors that may cause an adjustment include, but are not limited to, a comparison of the Associate’s performance to others in the program, economic or market considerations, etc.

[2]

The CEO may adjust the weightings for the performance criteria at his sole discretion.

PAYMENTS

 

  •  

The payment of any bonus earned under this Agreement shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

  •  

Associate must be a full-time active employee of the Company in good standing on the date of payment to earn any bonus compensation under this Agreement. No bonus will be paid or earned after Associate’s employment ends (for any reason), regardless of whether termination was voluntary or involuntary.

Participation in this 2019 Bonus Opportunity program or receipt of any Bonus or other compensation, shall not entitle Associate to remain in the employ of the Company. Employment of Associate is at-will.

Associate affirms that the Alternative Dispute Resolution Policy (the “Policy”) set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Bonus Opportunity and 2) related to Associate’s employment. The Policy is incorporated herein in its entirety.

Associate also understands and agrees that for twelve (12) months following termination of Associate’s employment with Lennar, Associate will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Bonus Opportunity will be adjusted annually to be in alignment with Company goals. The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that Associate will receive, or will be entitled to, any additional bonus compensation at any time.

This document constitutes the entire agreement between the Company and Associate with respect to bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

Associate will remain obligated to comply with all Company rules, policies, practices and procedures, including any and all Policies contained in the Company’s Associate Reference Guide (“ARG”) as amended from time-to-time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.

 

Signature:                                                                         
Date:                                                                                                  Rick Beckwitt
Please sign and return, hard copy or scan, to the Total Rewards Department in Miami or at totalrewards@lennar.com    

Chief Executive Officer

Lennar Corporation

LOGO

LENNAR CORPORATION

2019 TARGET BONUS OPPORTUNITY

LENNAR FINANCIAL SERVICES

 

 

 

 

NAME

 

POSITION

 

ASSOCIATE ID#

  

TARGET AWARD OPPORTUNITY [1]

Bruce Gross

  CEO - LFS   104384    1% of Lennar Financial Services (LFS) Pretax Income [1]

 

[1]

The 2019 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan , is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the CEO - LFS. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory management, corporate governance, customer satisfaction, and peer/competitor comparisons.

PAYMENTS

 

  •  

The payment of any bonus earned under this Agreement shall be made no later than April 15th of the year following the fiscal year to which the bonus calculation applies, or if such day is not a business day, the next business day.

 

  •  

Associate must be a full-time active employee of the Company in good standing on the date of payment to earn any bonus compensation under this Agreement. No bonus will be paid or earned after Associate’s employment ends (for any reason), regardless of whether termination was voluntary or involuntary.

Participation in this 2019 Target Bonus Opportunity program or receipt of any Target Bonus or other compensation, shall not entitle Associate to remain in the employ of the Company. Employment of Associate is at-will.

Associate affirms that the Alternative Dispute Resolution Policy (the “Policy”) set forth in Section 1.8 of the Associate Reference Guide shall apply to and govern all disputes 1) under this Target Bonus Opportunity and 2) related to Associate’s employment. The Policy is incorporated herein in its entirety.

Associate also understands and agrees that for twelve (12) months following termination of Associate’s employment with Lennar, Associate will not, directly or indirectly, employ or offer employment to any Lennar Associate or solicit, recruit, influence or encourage any Lennar Associate to terminate his or her employment with Lennar. Lennar Associate shall mean any person who is, or who during the three (3) month period prior to such time had been, an employee of Lennar.

The compensation awarded under this agreement is subject to clawback, reimbursement and/or cancellation pursuant to the terms of the Lennar Compensation Clawback Policy.

The Target Bonus Opportunity will be adjusted annually to be in alignment with Company goals. The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for individual performance, not just excellent market conditions. Therefore, the Compensation Committee of the Board of Directors may reduce any bonus amount at its sole discretion under any circumstance, and all such decisions will be final and binding. Receiving bonus compensation under this agreement does not indicate or suggest that Associate will receive, or will be entitled to, any additional bonus compensation at any time.

This document constitutes the entire agreement between the Company and Associate with respect to bonus compensation and other matters stated herein; and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to bonus compensation or any other matter stated herein. This document may not be amended unless done so in writing and signed by all signatories to this document.

Associate will remain obligated to comply with all Company rules, policies, practices and procedures, including any and all Policies contained in the Company’s Associate Reference Guide (“ARG”) as amended from time-to-time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.

 

Signature:                                                         

       

 

Date:                                                                

    

  Bruce Gross

  Chief Executive Officer

  Lennar Financial Services

  

Rick Beckwitt

Chief Executive Officer

Lennar Corporation