EXHIBIT 10
LENNAR CORPORATION
2000 STOCK OPTION
AND RESTRICTED STOCK PLAN
LENNAR CORPORATION
2000 STOCK OPTION AND RESTRICTED STOCK PLAN
1. Purpose of the Plan
The Purpose of the Plan is to encourage and enable those officers, employees
and directors of the Company upon whose judgement, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in Lennar, and by doing so to stimulate the efforts of
those officers, employees and directors on behalf of the Company and strengthen
their desire to remain officers, employees or directors of the Company. The Plan
is an amendment and complete restatement of the 1997 Stock Option Plan and
provides, in addition to the granting of stock options, for the granting of
Restricted Stock.
2. Definitions
As used in this Plan the following definitions apply:
(a) "Board of Directors" means the Board of Directors of Lennar.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Compensation Committee of the Board of
Directors, or such other committee of the Board of Directors as is specified
by the Board of Directors to perform the functions and duties of the
Committee under the Plan. If there is no Compensation Committee and the
Board of Directors does not appoint another Committee, the Board of
Directors will be the Committee.
(d) "Common Stock" means common stock, par value $.10 per share, of
Lennar.
(e) "Company" means Lennar and all of its more than 50% owned
subsidiaries.
(f) "Director" means any person serving as a member of the board of
directors of any corporation included in the Company.
(g) "Discretion" means the ability of a committee or other body to act
in its sole discretion, with no requirement that it follow past practices or
treat one employee in a manner consistent with the treatment afforded to any
other employee.
(h) "Grantee" means a person who holds a stock option, Stock
Appreciation Right or Restricted Stock granted under the Plan.
(i) "Incentive Option" means an option to purchase Common Stock which
meets the requirements set forth in the Plan and is intended to be, and
qualifies as, an Incentive Stock Option as that term is used in Section 422
of the Code.
(j) "Key Employee" means an officer or employee of the Company who the
Committee determines can contribute significantly to the growth and
successful operations of the Company.
(k) "Lennar" means Lennar Corporation, a Delaware corporation, or its
successor by merger or any similar transaction.
(l) "Nonqualified Option" means an option to purchase Common Stock which
meets the requirements set forth in the Plan but is not intended to be, or
does not qualify as, an Incentive Stock Option as that term is used in
Section 422 of the Code.
(m) "Officers and Directors Stock Option Committee" means a committee
designated by the Board of Directors, consisting of two or more persons all
of whom are outside directors, as that term is used in Section 162(m) of the
Code.
(n) "Plan" means this Lennar Corporation 2000 Stock Option and
Restricted Stock Plan.
(o) "Restricted Stock" means Common Stock granted under the terms of the
Plan, which are subject to restrictions as required in the Plan.
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(p) "Securities Act" means the Securities Act of 1933, as amended.
(q) "Stock Appreciation Right" means a right to receive the appreciation
in value, or a portion of the appreciation in value, of a specified number
of shares of Common Stock, as provided in Section 4(b).
(r) "10% Stockholder" means a person who owns (after applying the
attribution rules contained in Section 424 of the Code) more than 10% of the
total combined voting stock of all classes of Lennar or of any parent or
subsidiary.
3. Authority to Grant Stock Options
(a) The Committee or the Officers and Directors Stock Option Committee may
at any time authorize the grant of stock options under the Plan to any one or
more Key Employees or Directors. Subject to adjustment pursuant to Section 13,
in no event may any Grantee receive stock options for more than 750,000 shares
of Common Stock in any fiscal year. Stock options granted under the Plan may be
Incentive Options or Nonqualified Options, except that (i) no officer or
Director who is not an employee may be granted an Incentive Option, and (ii) no
employee may be granted an Incentive Option which would result in the aggregate
fair market value, determined as of the date the stock option is granted, of the
Common Stock with respect to which that Incentive Option and all other Incentive
Options held by that employee under any plan maintained by Lennar (or any parent
or subsidiary of Lennar) are exercisable for the first time by that employee
during any calendar year exceeding $100,000. Each stock option will be
designated at the time of grant as a Nonqualified Option or as an Incentive
Option.
(b) Without limiting the generality of what is stated in Section 3(a), stock
options may be granted to a Key Employee regardless of the fact that stock
options or Stock Appreciation Rights previously granted to that Key Employee
remain unexercised, and a Grantee may exercise a stock option or Stock
Appreciation Right when it is exercisable by its own terms, notwithstanding that
there are stock options and Stock Appreciation Rights which were previously
granted to that Grantee which remain unexercised.
4. Authority to Grant Stock Appreciation Rights
(a) The Committee or the Officers and Directors Stock Option Committee may
at any time authorize the grant of Stock Appreciation Rights to any Key
Employees or Directors who hold or are receiving stock options granted under the
Plan. Each Stock Appreciation Right will relate to a specific stock option
granted under the Plan. A Stock Appreciation Right may be granted concurrently
with the stock option to which it relates or at any time after the stock option
has been granted and before it has been exercised, terminates or expires. The
number of shares subject to a Stock Appreciation Right may not exceed the number
of shares, which may be issued on exercise of the option to which the Stock
Appreciation Right relates.
(b) The term "Stock Appreciation Right" means the right to receive from the
Company, without payment by the Grantee, an amount equal to the excess of the
fair market value on the date the Stock Appreciation Right is exercised of the
number of shares of Common Stock for which the Stock Appreciation Right is
exercised over the exercise price the Grantee would have had to pay to exercise
the related stock option in order to purchase that number of shares of Common
Stock. Upon exercise of a Stock Appreciation Right the Participant will
automatically be deemed to surrender the related stock option with regard to the
number of shares of Common Stock as to which the Stock Appreciation Right is
exercised. Stock Appreciation Rights may specify that the sum to be paid upon
their exercise may be paid by the Company in cash, in Common Stock valued at its
fair market value on the date the Stock Appreciation Right is exercised, or in
any combination of cash and Common Stock valued in that manner.
(c) A Stock Appreciation Right granted under the Plan will be exercisable
only when, and with regard to the number of shares of Common Stock as to which,
the related stock option is exercisable and will lapse when the related stock
option terminates or expires. A Stock Appreciation Right granted under the Plan
may only be transferred when, and to the person, to whom the right to exercise
the related stock option is transferred as provided in Section 15.
5. Authority to Grant Restricted Stock
The Committee or the Officers and Directors Stock Option Committee may in
its Discretion, as reflected by the terms of the applicable award agreement, at
any time (i) authorize the grant of Restricted Stock under the Plan to any one
or more Key Employees or Directors; (ii) provide a specified purchase price for
the Restricted Stock (whether or not the payment of a purchase price is required
by any state law applicable to the Company); (iii) determine the restrictions
applicable to Restricted Stock and (iv) determine or impose other conditions to
the grant of Restricted Stock under the Plan as it may deem appropriate.
However, the aggregate number of shares of Restricted Stock granted to a Key
Employee or Director in any fiscal year shall not exceed 750,000.
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6. Terms and Conditions of Stock Options
(a) Expiration Date: Each stock option granted under the Plan will expire on
a date determined by the Committee or the Officers and Directors Stock Option
Committee, in its Discretion, when the option is granted, which will be not more
than 10 years after the date of grant, except that an Incentive Option granted
to a Key Employee who, at the time of the grant, is a 10% Stockholder will
expire not more than five years after the date of grant.
(b) Exercise Date: Each stock option granted under the Plan will be
exercisable at such time or times, and in such installments, as are determined
by the Committee or the Officers and Directors Stock Option Committee, in its
Discretion, when the stock option is granted.
(c) Price: The exercise price of each stock option granted under the Plan
will be determined by the Committee or the Officers and Directors Stock Option
Committee, in its Discretion, at the time the stock option is granted, except
that the exercise price of a stock option may not be less than (i) if the stock
option is an Incentive Option granted to a person who is not a 10% Stockholder,
100% of the fair market value of the Common Stock on the date the stock option
is granted or (ii) if the stock option is an Incentive Option granted to a 10%
Stockholder, 110% of the fair market value of the Common Stock on the date the
stock option is granted. If the stock option is a Nonqualified Option, the
option may be granted at any price determined by the appropriate committee,
except that a stock option intended to qualify for an exception under Section
162(m) of the Code shall have an exercise price of not less than 100% of the
fair market value of the Common Stock on the date the stock option is granted.
For the purposes of the Plan, the fair market value of a share of the Common
Stock on any day will be the mean between the highest and lowest quoted selling
prices of the Common Stock on the New York Stock Exchange (or, if the Common
Stock is not traded on the New York Stock Exchange, on the principal securities
exchange or market on which the Common Stock is traded) on that day, or if there
are no sales on that day, on the next following day on which there are sales. If
the Common Stock is not publicly traded on the day an Incentive Option is
granted, the exercise price of that Incentive Option will be determined by the
Committee or the Officers and Directors Stock Option Committee, in its
Discretion, at the time the Incentive Option is granted, except that the
exercise price of the Incentive Option may not be less than the fair market
value of the Common Stock on the grant date, with such fair market value
determination to be made in "good faith" as prescribed in Section 14a.422A-1 Q&A
2(c)(4) of the Temporary Treasury Regulations.
(d) Assignment: No stock option granted under the Plan may be assigned or
transferred, other than as provided in Section 15 upon the death of the Grantee
to whom the stock option was granted; provided, however, that the Committee or
the Officers and Directors Stock Option Committee may (but need not) permit
other transfers, if the Committee or the Officers and Directors Stock Option
Committee concludes that the transfer (i) does not result in accelerated
taxation, (ii) does not cause any option intended to be an Incentive Option to
fail to meet the requirements set forth in Section 422(b) of the Code (or any
applicable successor to that Section) and (iii) is otherwise appropriate and
desirable.
(e) Payment of Option Exercise Price: The exercise price of any stock option
will be payable in cash or by check payable to the order of Lennar, except that
the Committee or the Officers and Directors Stock Option Committee may
determine, in its discretion, that the exercise price of the stock option may be
paid by delivering shares of Common Stock with a fair market value at the date
the stock option is exercised equal to all or any part of the exercise price,
with any remaining balance to be paid in cash or by check payable to the order
of Lennar.
7. Terms and Conditions of Restricted Stock
(a) Performance Goals: The Committee or the Officers and Directors Stock
Option Committee, in its Discretion, shall in the case of grants of Restricted
Stock intended to qualify for an exception from the limitation imposed by
Section 162(m) of the Code (i) establish one or more performance goals
("Performance Goals") as a precondition to the grant of Restricted Stock awards,
and (ii) provide, in connection with the establishment of the Performance Goals,
for predetermined grants of specified numbers of shares of Restricted Stock to
Grantees (who continue to meet all applicable eligibility requirements) with
respect to whom the applicable Performance Goals are satisfied; provided,
however, that the Committee or the Officers and Directors Stock Option Committee
shall retain the Discretion to reduce the number of shares subject to a
Restricted Stock grant prior to the award. The Performance Goals shall be based
upon (i) the achievement of a specified level of (x) the Company's consolidated
pre-tax or after-tax earnings or EBITDA or (y) the pre-tax or after-tax
earnings, or the EBITDA, of any particular subsidiary, division or other
business unit of Lennar or the Company, (ii) the achievement of a specified
level of revenues, earnings, costs, return on assets, return on equity, return
on capital, return on investment, return on assets under management, net
operating income or net operating income as a percentage of book value with
regard to the Company, particular subsidiaries, divisions or business units of
Lennar or the Company, particular assets
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or groups of assets or particular employees or groups of employees, or (iii) any
combination of the foregoing. Performance Goals may be absolute amounts or
percentages of amounts or may be relative to the performance of other companies
or of indexes. The Performance Goals shall be established in a timely fashion
such that they are considered preestablished for purposes of the rules governing
performance-based compensation under Section 162(m) of the Code. Prior to each
award of Restricted Stock, the Committee or the Officers and Directors Stock
Option Committee shall certify that any applicable Performance Goals, and other
material terms of the grant, have been satisfied. Notwithstanding the foregoing,
Performance Goals which do not satisfy the foregoing provisions of this Section
7(a) may be established by the Committee or the Officers and Directors Stock
Option Committee with respect to grants of Restricted Stock not intended to
qualify for an exception from the limitations imposed by Section 162(m) of the
Code.
(b) Vesting Periods: In connection with the grant of a Restricted Stock
award, whether or not Performance Goals apply to it, the Committee or the
Officers and Directors Stock Option Committee shall establish one or more
vesting periods ("Vesting Periods") with respect to the shares of Restricted
Stock, the length of which shall be determined in the Discretion of the
Committee or the Officers and Directors Stock Option Committee. Subject to the
provisions of this Section 7, the Restricted Stock agreement and the other
provisions of the Plan, restrictions on Restricted Stock shall lapse if the
Grantee satisfies all applicable employment or other service requirements
through the end of the applicable Vesting Period.
(c) Assignment: No Restricted Stock award granted under the Plan may be
assigned or transferred, other than as provided in Section 15 upon the death of
the Grantee to whom the Restricted Stock was granted; provided, however, that
the Committee or the Officers and Directors Stock Option Committee may (but need
not) permit other transfers, where the Committee or the Officers and Directors
Stock Option Committee concludes that such transfers are appropriate and
desirable.
(d) Certificates: Stock certificates shall be issued with respect to shares
of Restricted Stock awarded under the Plan. Such certificates shall be
registered in the name of the Grantee. The certificates for shares of Restricted
Stock issued hereunder may include any legend which the Committee or the
Officers and Directors Stock Option Committee deems appropriate to reflect any
restrictions on transfer hereunder or under the written agreement, or as the
Committee or the Officers and Directors Stock Option Committee may otherwise
deem appropriate, and, without limiting the generality of the foregoing, shall
bear a legend referring to the terms, conditions, and restrictions applicable to
such award, substantially in the following form:
The transferability of the shares of stock represented by this certificate
is subject to the terms and conditions (including forfeiture) of the Lennar
Corporation 2000 Stock Option and Restricted Stock Plan and a written
agreement entered into between the registered owner and Lennar Corporation.
Copies of such Plan and agreement are on file in the offices of the Lennar
Corporation at 700 NW 107th Avenue, Miami, Florida, 33172.
(e) The Committee or the Officers and Directors Stock Option Committee shall
require that the stock certificates evidencing shares of Restricted Stock be
held in custody by Lennar until the restrictions thereon shall have lapsed
(i.e., the shares are no longer subject to forfeiture), and that, as a condition
of any Restricted Stock award, the Grantee shall have delivered a stock power,
endorsed in blank, relating to the stock which is the subject of such award. If
and when such restrictions lapse, the stock certificates and stock power shall
be delivered by Lennar to the recipient or his or her designee.
8. Withholding Payment
If as a result of (i) the exercise of a stock option or a Stock Appreciation
Right, or (ii) the lapse of restrictions on Restricted Stock (or other income
recognition event, such as an election under Section 83 (b) of the Code), the
Company is required to pay any amount as withheld income tax (or another
applicable tax), the Company may, at its Discretion, either (i) reduce the
number of shares of Common Stock issuable upon exercise of the stock option, or
the cash or Common Stock to be paid or delivered upon exercise of the Stock
Appreciation Right, by the amount of the required withholding (with the Common
Stock valued at its fair market value on the day the stock option or Stock
Appreciation Right is exercised), or (ii) require that, as a condition to
exercise of the stock option or Stock Appreciation Right or as a condition
precedent to issuance of the Restricted Stock or removal of legends from
certificates representing Restricted Stock as to which the restrictions have
lapsed, the Grantee remit to the Company the amount of withholding tax required
to be paid as a result of the exercise. If a person makes a disqualifying
disposition (as that term is used in Section 422 of the Code) of shares acquired
upon exercise of an Incentive Option, that person will promptly notify the
Company of the disqualifying disposition.
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9. Written Agreement
Promptly after a stock option, Stock Appreciation Right or Restricted Stock
award is granted under the Plan, Lennar will provide the Grantee of such stock
option, Stock Appreciation Right or Restricted Stock with a written agreement
containing the provisions of such award. The terms of the agreement will be in
accordance with the Plan, but may contain additional provisions and restrictions
authorized by the Committee or the Officers and Directors Stock Option
Committee, in its Discretion, which are not inconsistent with the Plan. Each
agreement relating to a stock option will state whether the stock option is or
is not intended to be an Incentive Option. Each Grantee of an award granted
under the Plan will be bound by the terms of the Plan and of the agreement
relating to the stock option, Stock Appreciation Right or Restricted Stock.
10. Administration of the Plan
(a) The Plan will be administered by the Committee or the Officers and
Directors Stock Option Committee. The Officers and Directors Stock Option
Committee shall be authorized to take action under the Plan as it relates to and
in order to comply with Section 162(m) of the Code.
(b) The Committee or the Officers and Directors Stock Option Committee will
have full power to construe, interpret and administer the Plan and to establish
and change the rules and regulations for its administration.
(c) Subject to the limitations contained in the Plan, the Committee or the
Officers and Directors Stock Option Committee will have full power, in its
Discretion, (i) to grant Incentive Options, Nonqualified Options, Stock
Appreciation Rights or Restricted Stock to any one or more Key Employees or
Directors, as applicable, (ii) to determine as to any stock option or Stock
Appreciation Right granted to any Key Employee or Director the number of shares
of Common Stock to which the stock option or Stock Appreciation Right will
relate, the exercise price of the stock option or Stock Appreciation Right, the
term of the stock option or Stock Appreciation Right, and all other terms of the
stock option or Stock Appreciation Right and (iii) to determine the number of
shares of Restricted Stock granted to any Key Employee or Director and all other
terms of the Restricted Stock.
(d) In exercising its powers under the Plan, the Committee or the Officers
and Directors Stock Option Committee may act in its sole Discretion, with no
requirement that it follow past practice or treat one employee, officer or
Director in a manner consistent with the treatment afforded to any other
employee, officer or Director.
(e) All actions taken and decisions made by the Committee or the Officers
and Directors Stock Option Committee will be binding and conclusive on all
Grantees of stock options, Stock Appreciation Rights or Restricted Stock granted
under the Plan and all other officers, employees and Directors of the Company,
and on their respective legal representatives and beneficiaries. No member of
the Committee or the Officers and Directors Stock Option Committee will be
liable for any determination made or action taken in good faith with respect to
the Plan or any stock options, Stock Appreciation Rights or Restricted Stock
granted under the Plan, or for any decision not to grant stock options, Stock
Appreciation Rights or Restricted Stock under the Plan to any officer, employee
or Director of the Company.
11. Shares Available for Options
The aggregate number of shares of Common Stock which may be issued as
Restricted Stock or upon exercise of stock options or Stock Appreciation Rights
granted under this Plan is four million (4,000,000) shares, subject to
adjustment as provided in Section 13. Any shares of Restricted Stock or shares
which are subject to stock options or Stock Appreciation Rights which terminate
or are surrendered (including shares subject to stock options which are deemed
surrendered because of exercise of Stock Appreciation Rights, to the extent the
shares are not issued on exercise of the Stock Appreciation Rights) may again be
made the subject of awards under the Plan and will be available to be issued as
Restricted Stock or subsequently granted stock options or Stock Appreciation
Rights. Any shares as to which stock options or Stock Appreciation Rights are
exercised but which are retained by Lennar to pay the exercise price of stock
options, to reimburse the Company for paying withholding taxes or otherwise,
will be deemed to have been issued upon exercise of stock options or Stock
Appreciation Rights, and will not be available to be issued as Restricted Stock
or on exercise of other stock options or Stock Appreciation Rights.
12. Laws and Regulations
(a) The obligation of the Company to sell shares with respect to an award
granted under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by
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governmental agencies as may be deemed necessary or appropriate by the Committee
or the Officers and Directors Stock Option Committee.
(b) The Committee or the Officers and Directors Stock Option Committee may
make such changes to the Plan as may be necessary or appropriate to comply with
the rules and regulations of any government authority or to obtain tax benefits
applicable to an award.
(c) Each grant of stock options, Stock Appreciation Rights or Restricted
Stock is subject to the requirement that, if at any time the Committee or the
Officers and Directors Stock Option Committee determines, in its Discretion,
that the listing, registration or qualification of shares issuable pursuant to
the Plan is required by any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the issuance of stock
options, Stock Appreciation Rights or shares of Restricted Stock, no payment
shall be made, or shares issued or grants of Restricted Stock made, in whole or
in part, unless the listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions which are not acceptable to
the Committee or the Officers and Directors Stock Option Committee.
(d) In the event that the disposition of stock acquired pursuant to the Plan
is not covered by a then current registration statement under the Securities
Act, and is not otherwise exempt from such registration, such shares shall be
restricted against transfer to the extent required under the Securities Act, and
the Committee or the Officers and Directors Stock Option Committee may require
any individual receiving shares pursuant to the Plan, as a condition precedent
to receipt of such shares, to represent to the Company in writing that such
shares are acquired for investment only and not with a view to distribution and
that such shares will be disposed of only if registered for sale under the
Securities Act or if there is an available exemption for such disposition.
13. Modification of Numbers of Shares and Other Securities
If (a) Lennar at any time is involved in a merger, consolidation,
dissolution, liquidation, reorganization, exchange of shares, sale of all or
substantially all of the assets or stock of Lennar or of the Company or similar
transaction, (b) there is a stock dividend, stock split, reverse stock split,
stock combination, reclassification, recapitalization or other similar change in
the capital structure of Lennar, or a distribution to holders of Common Stock
other than a cash dividend or (c) any other event occurs which in the judgment
of the Committee necessitates an adjustment to the terms of the outstanding
stock options, Stock Appreciation Rights or Restricted Stock awards which were
issued under the Plan, the Committee or the Officers and Directors Stock Option
Committee may make such modifications in the terms of outstanding stock options,
Stock Appreciation Rights or Restricted Stock awards as in its judgment are
appropriate so the Grantees' rights will be substantially proportionate to the
rights existing prior to the event, and to maintain the continuing availability
of shares under Section 11 (if shares are otherwise then available) including,
without limitation, adjustments in (i) the number and kind of shares subject to
stock options (including related Stock Appreciation Rights) or Restricted Stock
awards, (ii) the exercise price of outstanding stock options (including related
Stock Appreciation Rights) and (iii) the number and kind of shares available
under Section 11. To the extent that such action includes an increase or
decrease in the number of shares subject to outstanding options, Stock
Appreciation Rights or Restricted Stock awards, the number of shares available
under Section 11 above will be increased or decreased, as the case may be,
proportionately. In addition, the limits on the number of shares which may be
subject to options, or shares of Restricted Stock, that may be granted to an
individual under Sections 3 and 5 may be adjusted proportionately. The judgment
of the Committee or the Officers and Directors Stock Option Committee with
respect to any matter referred to in this Section 13 will be conclusive and
binding upon each Grantee without the need for any amendment to the Plan or any
agreements relating to stock options, Stock Appreciation Rights or shares of
Restricted Stock which had been granted under the Plan.
14. Effects of Termination of Employment
(a) Unless otherwise provided in an individual written agreement entered
into pursuant to Section 9 hereof, each stock option and related Stock
Appreciation Right granted under the Plan will terminate when the Grantee ceases
to be an officer, employee or Director of the Company, except that
(i) If a Grantee of a stock option dies while an officer, employee or
Director of the Company, each stock option and related Stock Appreciation
Right granted under the Plan (or any predecessor) and held by the Grantee at
the date of the Grantee's death shall become fully vested and may be
exercised by the Grantee's legal representative until 12 months after the
date of death.
(ii) If a Grantee of a stock option ceases to be an officer, employee or
Director of the Company,
(A) after the Grantee becomes 65 years old,
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(B) because of the disability of the Grantee (as determined by the
Committee in its Discretion), or
(C) under other circumstances which the Committee or the Officers
and Directors Stock Option Committee, in its Discretion, determines to
justify continued exercise of stock options and related Stock
Appreciation Rights,
each stock option and related Stock Appreciation Right held by the Grantee on
the date the Grantee ceased to be an officer, employee or Director of the
Company may be exercised, to the extent it was exercisable on the date the
Grantee ceased to be an officer, employee or Director of the Company (or, with
the consent of the Committee or the Officers and Directors Stock Option
Committee in full) until the earlier of (x) three months after the date the
Grantee ceases to be an officer, employee or Director of the Company, or (y) the
date the stock option expires by its own terms.
(b) Notwithstanding the above, if an Incentive Option is granted to a
Director or officer who is also an employee, in the event such Grantee ceases to
be an employee, that option may be converted to a Nonqualified Option, under
circumstances which the Committee or the Officers and Directors Stock Option
Committee, in its Discretion deems appropriate, if that option is not exercised
by the Grantee within three months of the time the Grantee ceases to be an
employee, and shall thereafter be subject to the provisions of clause (A), (B)
or (C) of subparagraph (a) (ii) above so long as the Grantee remains a Director
or officer.
(c) Unless otherwise provided in an individual written agreement entered
into pursuant to Section 9 hereof, each nonvested Restricted Stock granted under
the Plan will be forfeited when the Grantee ceases to be an officer, employee or
Director of the Company, except that
(i) If a Grantee of nonvested Restricted Stock dies while an officer,
employee or Director of the Company, all restrictions will immediately lapse
on all Restricted Stock granted to the applicable Grantee.
(ii) If a Grantee of nonvested Restricted Stock ceases to be an officer,
employee or Director of the Company,
(A) because of disability of the Grantee (as determined by the
Committee or the Officers and Directors Stock Option Committee in its
Discretion), or
(B) under other circumstances as determined by the Committee or the
Officers and Directors Stock Option Committee, in its Discretion, to
justify waiver of forfeiture,
such Restricted Stock shall (with the consent of the Committee or the Officers
and Directors Stock Option Committee) not be forfeited. Even if the Committee or
the Officers and Directors Stock Option Committee waives forfeiture of
Restricted Stock which has been awarded, any Performance Goals under Section 7
must still be achieved prior to the award of additional shares of Restricted
Stock.
(d) Notwithstanding the above, (i) each stock option granted under the Plan
(or any predecessor Plan) shall be fully vested and the restrictions will
immediately lapse on all Restricted Stock granted under the Plan and any
Performance Goals shall be deemed to be met upon a Change in Control. For
purposes of this Plan, a "Change in Control" means the occurrence of one or more
of the following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any person or group of related persons (as that
term is defined for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended) (a "Group"), together with any affiliates thereof, other than
a transaction with any wholly owned subsidiary of Company, (ii) the approval by
the holders of capital stock of the Company of any plan or proposal for the
liquidation or dissolution of the Company; (iii) any Person or Group (other than
Leonard Miller and any Permitted Transferees of Leonard Miller) shall become the
owner, directly or indirectly, beneficially or of record, of shares representing
more than 50% of the aggregate ordinary voting power represented by the issued
and outstanding capital stock of Company; (iv) a majority of the members of the
Board of Directors of the Company are persons who were not Directors on the date
of this Plan and whose election was not approved by a vote of at least a
majority of the members of the Board of Directors of the Company in office at
the time of the election who either were members of the Board of Directors on
the date of this Plan or whose election as members of such Board of Directors
was previously approved by such a majority.
"Permitted Transferee" means, with respect to any person, (i) that person's
spouse, (ii) a parent or lineal descendant (including an adopted child) of a
parent of that person, or the spouse of a lineal descendant of a parent of that
person, (iii) a trustee, guardian or custodian for, or an executor,
administrator or other legal representative of the estate of, that person, or a
trustee, guardian or custodian
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for a Permitted Transferee of that person, (iv) the trustee of a trust
(including a voting trust) wholly or partly for the benefit of that person and
(v) a corporation, partnership, trust or other entity of which that person and
Permitted Transferees of that Person are the beneficial owners of a majority in
voting power of the equity.
15. No Rights to Continued Employment
Nothing in the Plan or in any stock option, Stock Appreciation Right or
Restricted Stock award granted under the Plan will give any officer, employee or
Director of the Company a right to continue to be an officer, employee or
Director of the Company or in any other way affect the right of the Company to
terminate the officer or Director position or employment of any officer,
employee or Director at any time for any reason whatsoever, with or without
cause.
16. Rights as a Shareholder
Other than as provided under Section 7, no Grantee shall have rights as a
stockholder with respect to any shares covered by any stock option or Stock
Appreciation Right or any shares of Restricted Stock until the issuance of a
stock certificate to the Grantee for such shares.
17. Effective Date
This restatement of the Plan will be effective on the date it is adopted by
the Board of Directors, provided that the stockholders of Lennar approve this
restatement within 12 months after it is adopted by the Board of Directors.
Stock options, Stock Appreciation Rights and Restricted Stock may be granted
prior to approval of the Plan by the stockholders of Lennar, but each stock
option, Stock Appreciation Right and Restricted Stock granted after the date
this restatement is adopted by the Board of Directors and prior to stockholder
approval of this restatement will be subject to approval of this restatement by
the stockholders of Lennar within 12 months after its adoption. No stock option
or Stock Appreciation Right granted after the date this restatement is adopted
by the Board of Directors may be exercised or Restricted Stock become vested
until the Plan is approved by the stockholders of Lennar, and all stock options,
Stock Appreciation Rights and Restricted Stock granted after the date this
restatement is adopted by the Board of Directors and before the Plan is approved
by the stockholders of Lennar will automatically terminate or be forfeited at
the end of 12 months after the Plan is adopted by the Board of Directors if the
Plan is not approved by the stockholders of Lennar by that date.
18. Amendments of the Plan
The Board of Directors may amend the Plan at any time, except that no
amendment to the Plan will be effective until it is approved by the stockholders
of Lennar if the amendment (a) increases the maximum number of shares which may
be issued as Restricted Stock or upon exercise of stock options or Stock
Appreciation Rights granted under the Plan, (b) changes the categories of
persons eligible to receive stock options, Stock Appreciation Rights or
Restricted Stock under the Plan or (c) materially increases the benefits
officers, Directors or employees of the Company may receive under the Plan. No
amendment to the Plan will change the exercise price, or otherwise alter any
provision, of any stock option, Stock Appreciation Right or Restricted Stock
agreement which has been granted prior to the amendment, unless the Grantee of
the stock option, Stock Appreciation Right or Restricted Stock consents to the
change.
19. Termination of the Plan
The Plan may be terminated at any time by the Board of Directors. The Plan
will terminate on the 10th anniversary of the date it is adopted by the Board of
Directors unless it is terminated before that. No stock options, Stock
Appreciation Rights or Restricted Stock may be granted after the Plan is
terminated. However, termination of the Plan will not affect any stock option,
Stock Appreciation Right or Restricted Stock which is outstanding when the Plan
is terminated.
20. Governing Law
With respect to stock or options granted pursuant to the Plan and the
agreements thereunder, the Plan, such agreements and any options or stock
granted pursuant thereto shall be governed by the applicable Code provisions to
the maximum extent possible. Otherwise, the operation of, and the rights of
Grantees under, the Plan, the agreements and any options or stock granted
thereunder shall be governed by applicable federal law and, to the extent not
governed by federal law, by the laws of the State of Florida.
As approved by the Board of Directors of Lennar Corporation on June 22,
2000.
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