Committee means the Compensation & Human Resources Committee of the Board of Directors of the Company (the "Board").

Company means Lennox International Inc.

Director means each member of the company’s Board of Directors.

Eligible Equity means common stock and restricted stock units of the Company beneficially owned by a Director. Eligible equity does not include performance stock units, stock appreciation rights, or stock options.

Ownership Requirements means Eligible Equity required to be owned by a Director as detailed below.

“Net Shares” means common stock of the Company beneficially owned by a Director (after income tax withholding) as a result of: (1) vesting of performance stock units and restricted stock units; and (2) exercise of stock appreciation rights or stock options.

Ownership Requirements

Within five years from the date elected to the Board, each Director must acquire and hold, at a minimum, Eligible Equity in an amount equal to five times the total value of their annual retainer.

Compliance with the Guidelines

  • The value of Eligible Equity will be calculated annually as of December 31 using an average of the daily closing prices of the Company’s stock for the full calendar year, as reported by the New York Stock Exchange. The annual calculation will use the total value of a Director’s annual retainer in effect as of December 31.
  • A Director must retain their Net Shares until they have met their Ownership Requirements.
  • Once met, the Ownership Requirements must be maintained.
  • The Committee has responsibility to administer these Guidelines. If a Director fails to comply with these Guidelines, the Committee will examine the totality of the circumstances and determine any exceptions, appropriate action, or corrective measures, including, without limitation, whether to allow a Director a temporary exception to the Net Shares retention requirement or additional time to meet the Ownership Requirements.