DEF 14A of Lennar Corp /New/, Mar 1, 2022

DEF 14A of Lennar Corp /New/

Filed Mar 1, 2022 · FY20210001193125-22-059659

Open on EDGAR

  1. Directors

    Directors The following table introduces our Board of Directors (“Board”) .

  2. Directors

    | | | | | Current Committee Memberships | | | | | Director Nominee | Independent | Director Since | Audit | Compensation | Nominating & Corporate Governance | Executive | Independent Directors Transactions | | Amy Banse | ⬛ | 2021 | | ⬛ | ⬛ | | | | Rick Beckwitt | | 2018 | | | | | | | Steven L. Gerard | ⬛ | 2000 | ⬛* | ⬛ | | | ⬛ | | Theron (Tig) Gilliam | ⬛ | 2010 | ⬛* | ⬛ | | | ⬛ | | Sherrill W. Hudson | ⬛ | 2008 | ⬛* | ⬛ | | | | | Jonathan M. Jaffe | | 2018 (1) | | | | | | | Sidney Lapidus (2) | ⬛ | 1997 | | | | ⬛ | ⬛ | | Teri P. McClure | ⬛ | 2013 | | ⬛ | ⬛ | | | | Stuart Miller (3) | | 1990 | | | | ⬛ | | | Armando Olivera | ⬛ | 2015 | ⬛* | | ⬛ | | | | Jeffrey Sonnenfeld | ⬛ | 2005 | | | ⬛ | | | | Meetings in fiscal 2021 | | | 10 | 6 | 4 | 0 | 0 |

  3. Directors

    | ⬛ | Chairperson |

  4. Directors

    | Audit committee financial expert* |

  5. Directors

    | Mr. Jaffe also was a director from 1997-2004(1) |

  6. Directors

    | Lead Director since 2005(2) |

  7. Directors

    | Executive Chairman since 2018(3) |

  8. Directors

    LENNAR CORPORATION 2022 PROXY STATEMENT | ii

  9. Compensation Highlights

    | Name | Salary ($) | Stock Awards ($) | Annual Cash Incentive Awards ($) | Total ($) | | Stuart Miller | 1,000,000 | 18,921,266 | 18,921,275 | 38,842,541 | | Executive Chairman | | | | | | Rick Beckwitt | 800,000 | 16,607,806 | 16,607,876 | 34,015,682 | | Co-Chief Executive Officer and Co-President | | | | | | Jonathan M. Jaffe | 800,000 | 16,607,806 | 16,607,876 | 34,015,682 | | Co-Chief Executive Officer and Co-President | | | | | | Diane Bessette | 750,000 | 2,000,407 | 2,775,000 | 5,525,407 | | Vice President, Chief Financial Officer and Treasurer | | | | | | Jeff McCall | 750,000 | 1,750,169 | 2,375,000 | 4,875,169 | | Executive Vice President | | | | | | Mark Sustana | 465,000 | 1,190,205 | 1,173,000 | 2,828,205 | | Vice President, General Counsel and Secretary | | | | |

  10. Nominees for Election

    Nominees for Election

  11. Nominees for Election

    | | | | | | Amy Banse Age: 62 Director Since: 2021 Independent | Committees • Compensation • Nominating and Corporate Governance | | Professional Experience Ms. Banse is a Venture Partner with Mastry, an early stage venture capital fund. Ms. Banse previously served as executive vice president, Comcast Corporation, a global media and technology company, and as managing director and head of funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early-and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was senior vice president, Comcast Corporation and president, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. Qualifications The Board nominated Ms. Banse to serve as a director because of her experience with digital media and technology, her strategic and financial expertise, and her executive leadership experience. | | Other Boards • Adobe, Inc. • On Holding AG • The Clorox Company |

  12. Nominees for Election

    | | | | | | Rick Beckwitt Age: 62 Director Since: 2018 | Committees • None | | Professional Experience Mr. Beckwitt has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, our Chief Executive Officer from April 2018 to November 2020. Before that time, Mr. Beckwitt served as our President from April 2011 to April 2018, and our Executive Vice President from 2006 to 2011. Qualifications The Board nominated Mr. Beckwitt to serve as a director because he has extensive knowledge of the homebuilding industry, and our Company’s operations and strategic plans. | | Other Boards • Eagle Materials Inc. • previously, Five Point Holdings, LLC |

  13. Nominees for Election

    | | | | | | Steven L. Gerard Age: 76 Director Since: 2000 Independent | Committees • Audit (financial expert) • Compensation (chair) • Independent Directors Transactions | | Professional Experience Mr. Gerard served as the Chief Executive Officer of CBIZ, Inc., a provider of professional business services, from October 2000 until his retirement in March 2016, and he continues to serve as the Chairman of its Board of Directors, a position he has held since October 2002. From July 1997 to October 2000, Mr. Gerard served as Chairman and Chief Executive Officer of Great Point Capital, Inc., an operations and financial consulting firm. From September 1992 to July 1997, Mr. Gerard served as Chairman and Chief Executive Officer of Triangle Wire & Cable, Inc., and its successor, Ocean View Capital, Inc., a manufacturer of residential, commercial, and industrial wire and cable products. Prior to that, Mr. Gerard spent sixteen years in various corporate finance and banking positions at Citibank, N.A. and spent seven years at the American Stock Exchange, last serving as Vice President of its Securities Division. He is a National Association of Corporate Directors Board Leadership Fellow. Qualifications The Board nominated Mr. Gerard to serve as a director because of his experience as a Chief Executive Officer and in other senior management positions of significant companies for many years. | | Other Boards • AutoNation, Inc. • CBIZ, Inc. • previously, Joy Global, Inc. and Las Vegas Sands Corp. |

  14. Nominees for Election

    | | | | | | Tig Gilliam Age: 57 Director Since: 2010 Independent | Committees • Audit (financial expert) • Compensation • Independent Directors Transactions | | Professional Experience Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. Qualifications The Board nominated Mr. Gilliam to serve as a director because of his expertise in matters related to supply chain management and human resources. | | Other Boards • GMS, Inc. |

  15. Nominees for Election

    | | | | | | Sherrill W. Hudson Age: 79 Director Since: 2008 Independent | Committees • Audit (chair, financial expert) • Compensation | | Professional Experience Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. Qualifications The Board nominated Mr. Hudson to serve as a director because of his extensive knowledge of accounting and his management experience. | | Other Boards • CBIZ, Inc. • United Insurance Holdings Corp. • previously, Publix Supermarkets, Inc. |

  16. Nominees for Election

    | | | | | | Jonathan M. Jaffe Age: 62 Director Since: 2018 (also a director from 1997 to 2004) | Committees • None | | Professional Experience Mr. Jaffe has served as our Co-Chief Executive Officer and Co-President since November 2020, and, prior to that, served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to then, he served as a Regional President in our Homebuilding operations. Qualifications The Board nominated Mr. Jaffe to serve as a director because he has extensive knowledge of the homebuilding industry, and our Company’s operations and strategic plans. | | Other Boards • Opendoor Technologies Inc. • previously, Five Point Holdings, LLC |

  17. Nominees for Election

    | | | | | | Sidney Lapidus Age: 84 Director Since: 1997 Lead Director Since: 2005 Independent | Committees • Independent Directors Transactions (chair) • Executive | | Professional Experience Mr. Lapidus is a retired partner of Warburg Pincus LLC, a private equity investment firm, where he was employed from 1967 until his retirement in 2007. Qualifications The Board nominated Mr. Lapidus to serve as a director because of the extensive knowledge of business enterprises (including homebuilding companies) and corporate governance he gained as a partner in a private equity investment firm and as a director of a number of publicly- and privately-owned companies. | | Other Boards • Mr. Lapidus serves on the boards of a number of non-profit organizations • previously, Knoll, Inc. |

  18. Nominees for Election

    | | | | | | Teri P. McClure Age: 58 Director Since: 2013 Independent | Committees • Compensation • Nominating and Corporate Governance | | Professional Experience From 1995 until her retirement in 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer and Senior Vice President, Labor. Ms. McClure has served in various positions at UPS, including Chief Legal, Communications and Compliance Officer, and, prior to that, Senior Vice President of Legal, Compliance and Public Affairs, General Counsel and Corporate Secretary. Before joining UPS, Ms. McClure practiced with the Troutman Sanders law firm in Atlanta. Qualifications The Board nominated Ms. McClure to serve as a director because of her long tenure as a senior executive of a Fortune 100 company, strong operational capabilities and broad business experience. | | Other Boards • Fluor Corporation • GMS Inc. • JetBlue Airways Corporation |

  19. Nominees for Election

    | | | | | | Stuart Miller Age: 64 Director Since: 1990 Executive Chairman Since: 2018 | Committees • Executive | | Professional Experience Mr. Miller has served as our Executive Chairman since April 2018. Before that time, Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and our President from 1997 to April 2011. Before 1997, Mr. Miller held various executive positions with us. Qualifications The Board nominated Mr. Miller to serve as a director because he has extensive knowledge of the homebuilding industry, he has been in executive leadership positions at the Company for decades and he is able to define the Company’s strategy and future priorities. | | Other Boards • Doma Holdings, Inc. • Five Point Holdings, LLC |

  20. Nominees for Election

    | | | | | | Armando Olivera Age: 72 Director Since: 2015 Independent | Committees • Audit (financial expert) • Nominating and Corporate Governance | | Professional Experience Mr. Olivera was President of Florida Power & Light Company (“FPL”), a subsidiary of NextEra Energy, Inc. and one of the largest investor-owned electric utilities in the United States, from June 2003, and Chief Executive Officer from July 2008, until his retirement in May 2012. Mr. Olivera joined FPL in 1972. Prior to his 2003 appointment as President, Mr. Olivera served in a variety of management positions with FPL, including Vice President of Planning and Budgets, Vice President of Construction Services, System Operations and Distribution and Senior Vice President of System Operations. From 2012 to 2015, Mr. Olivera served as a Senior Advisor to Britton Hill Partners, a private equity firm. Mr. Olivera has been a Senior Advisor to Ridge-Lane Limited Partners, a strategic advisory firm, since 2017 and a Venture Partner in the Ridge-Lane Sustainability Practice from 2018 to 2021. Qualifications The Board nominated Mr. Olivera to serve as a director because of his experience and understanding of operations and finance as well as his strong business leadership skills. | | Other Boards • Consolidated Edison, Inc. • Fluor Corporation • previously, AGL Resources, Inc. |

  21. Nominees for Election

    | | | | | | Jeffrey Sonnenfeld Age: 67 Director Since: 2005 Independent | Committees • Nominating and Corporate Governance (chair) | | Professional Experience Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation, and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times. Qualifications The Board nominated Mr. Sonnenfeld to serve as a director because of his business acumen and experience, as well as his exceptional work in the areas of corporate governance and leadership development as President of the Chief Executive Leadership Institute of Yale University. | | Other Boards • IEX Group Investors Exchange • Atlas Merchant Capital |

  22. Risk Management

    | • | We conduct an annual comprehensive analysis of peer group compensation and refer to broader market-based benchmarking studies to evaluate how our compensation program compares. |

  23. Risk Management

    | • | A high percentage of our overall pay mix to senior management and key associates is equity-based, which creates an incentive to generate long-term appreciation of stockholder value. |

  24. Risk Management

    | • | The Compensation Committee may use negative discretion to adjust annual incentive compensation downward when warranted. |

  25. Risk Management

    | • | Service-based equity awards granted to our executive officers vest over a three-year period, and performance-based equity awards granted to our executive officers vest after a three-year performance period, which mitigates the risk of excessive focus on short-term returns. |

  26. Director Compensation

    Director Compensation We maintain a compensation program for the non-management directors of the Board. Directors who are associates do not receive any additional compensation for their services as directors of the Company. In fiscal 2021, our compensation program for the non-management directors consisted of the following types and levels of compensation:

  27. Director Compensation

    | Type of pay | Amount ($) | Form | | Annual Equity Grant (1) | $135,000 | Shares of Class A common stock | | Annual Retainer | $140,000 | 50% in cash, and 50% in shares of Class A common stock | | Audit Committee Members | $25,000 | Cash | | Audit Committee Chair | $30,000 | Cash | | Compensation Committee Members | $15,000 | Cash | | Compensation Committee Chair | $20,000 | Cash | | NCG Committee Members | $10,000 | Cash | | NCG Committee Chair | $20,000 | Cash | | Lead Director | $75,000 | Cash |

  28. Director Compensation

    | Share value of $135,000 is based on the closing price of the stock on the date of grant, April 7, 2021 ($103.39).(1) |

  29. Director Compensation

    Annual Equity Grant At the time of each annual meeting, each non-management director receives a grant of shares of our Class A common stock. Directors are permitted to sell 50% of that stock at any time, but must hold the remaining stock until the second anniversary of the grant date. Retainer and Committee Fees Paid in Cash Fifty percent of the annual retainer, and the committee fees and lead director fee, are paid in quarterly cash installments. Non-management directors are also reimbursed for incidental expenses arising from their attendance at Board meetings and committee meetings. Compensation Deferral A director may elect to defer payment of both the cash and stock portion of the annual retainer and committee and lead director fees until the year the director ceases to serve on our Board or the director’s death. If a director makes this election, a number of phantom shares of Class A common stock with a value equal to the amount of the deferred retainer and fees is credited to the director’s deferred compensation account each quarter. These phantom shares accrue dividend-equivalents, which are credited to the director’s account and treated as though they were used to purchase additional shares of Class A common stock. When a director’s deferred compensation account terminates, the director will receive cash equal to the value of the number of phantom shares of Class A common stock or Class B common stock credited to the director’s account. That value is determined by multiplying the number of phantom shares by the closing price of the applicable common stock on either the date of the director’s death or a specified date during the year of the director’s separation from service. For fiscal 2021, each of Messrs. Gilliam, Hudson, Lapidus, Olivera and Sonnenfeld elected to defer payment of both the cash and stock portions of their fees. During January 2020, Ms. McClure elected to terminate her participation in the deferred compensation program, which termination was effective during the second quarter of fiscal 2021. As a result, Ms. McClure only participated in the deferred compensation program for the first quarter of fiscal 2021. During September 2021, Mr. Gilliam elected to terminate his participation in the deferred compensation program with respect to the cash portion of his Board and Committee fees. Mr. Gilliam’s election will be effective during the second quarter of fiscal 2022. The table below sets forth the aggregate number of phantom shares of Class A common stock and Class B common stock held by such directors in their respective deferred compensation accounts at November 30, 2021.

  30. Director Compensation

    | | Aggregate Number of Shares of Phantom Stock Held in Deferred Compensation Account at November 30, 2021 | | | Name | Class A | Class B | | Steven L. Gerard (1) | 49,568 | 388 | | Tig Gilliam | 37,317 | — | | Sherrill W. Hudson | 58,877 | — | | Sidney Lapidus | 56,814 | — | | Teri P. McClure (1) | 20,892 | — | | Armando Olivera | 19,385 | — | | Jeffrey Sonnenfeld | 50,472 | — |

  31. Director Compensation

    | With respect to Mr. Gerard and Ms. McClure, the shares of phantom stock are shares that each director received prior to terminating the deferral election.(1) |

  32. Director Compensation

    The following table sets forth information regarding the compensation of our non-management directors for fiscal 2021. Messrs. Miller, Beckwitt and Jaffe are omitted from the table as they do not receive any additional compensation for their service as directors. Compensation for these three executives is described in the Compensation Discussion and Analysis section of this proxy statement, which begins on page 18.

  33. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Amy Banse | 70,000 | 227,162 | 221 | 297,383 | | Irving Bolotin (4) | 52,500 | 34,849 | 151 | 87,500 | | Steven L. Gerard | 115,000 | 204,703 | 46,048 | 365,751 | | Tig Gilliam | 110,000 | 202,424 | 34,997 | 347,421 | | Sherrill W. Hudson | 115,000 | 202,424 | 54,928 | 372,352 | | Sidney Lapidus | 145,000 | 202,424 | 53,173 | 400,597 | | Teri P. McClure | 95,000 | 204,780 | 20,364 | 320,144 | | Armando Olivera | 105,000 | 202,424 | 17,864 | 325,288 | | Jeffrey Sonnenfeld | 90,000 | 202,424 | 46,791 | 339,215 | | Scott Stowell (4) | 35,000 | 34,849 | 151 | 70,000 |

  34. Director Compensation

    | Each of Messrs. Gilliam, Hudson, Lapidus, Olivera and Sonnenfeld decided to defer 100% of both the cash and stock portions of their annual retainer and committee fees. These amounts were credited in the form of phantom shares of Class A common stock to the directors’ respective deferred compensation accounts. Ms. McClure elected to terminate her participation in the deferred compensation program, which termination became effective during the second quarter of fiscal 2021.(1) |

  35. Director Compensation

    | Name | Deferred Cash Fees ($) | Deferred Stock Awards ($) | Phantom Shares Credited to Account | | Tig Gilliam | 110,000 | 70,000 | 1,844 | | Sherrill W. Hudson | 115,000 | 70,000 | 1,896 | | Sidney Lapidus | 145,000 | 70,000 | 2,203 | | Teri McClure | 23,750 | 17,500 | 497 | | Armando Olivera | 105,000 | 70,000 | 1,793 | | Jeffrey Sonnenfeld | 90,000 | 70,000 | 1,640 |

  36. Director Compensation

    | Amount reflects (i) 50% of the annual retainer fee, payable in shares of Class A common stock, and (ii) the fair market value of the 1,305 shares of Class A common stock that constitute the annual equity grant. The annual equity grant award was made on April 7, 2021, to each of Ms. Banse, Mr. Gerard, Mr. Gilliam, Mr. Hudson, Mr. Lapidus, Mr. Olivera, Mr. Sonnenfeld and Ms. McClure, and had a grant date fair value of $103.39 per share. These shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period. Ms. Banse received a grant when she joined the Board on February 18, 2021 of 260 shares of Class A common stock with a grant date fair value of $86.38 per share. These shares were fully vested upon issuance, but 50% of the shares are subject to a two-year minimum holding period from the date of issuance.(2) |

  37. Director Compensation

    | With respect to Ms. Banse, Mr. Bolotin, Ms. McClure (for the first quarter of fiscal 2021) and Mr. Stowell, the amount reflects cash in lieu of fractional shares relating to the quarterly annual retainer fees paid in stock. With respect to Mr. Gerard and Ms. McClure (for the last three quarters of fiscal 2021), the amount includes both cash in lieu of fractional shares relating to the quarterly annual retainer fee paid in stock, and dividends payable on phantom shares held in each of Mr. Gerard’s and Ms. McClure’s deferred compensation account that were received prior to termination of the deferral election. With respect to Messrs. Gilliam, Hudson, Lapidus, Olivera and Sonnenfeld, the amounts include dividend-equivalents payable on phantom shares held in the directors’ respective deferred compensation accounts. Deferred dividends are credited to the applicable director’s deferred compensation account in the form of additional phantom shares, calculated at the fair market value of a share of our Class A common stock on the dividend record dates. The table below sets forth the phantom shares credited to each participating director’s account from deferred dividends for fiscal 2021.(3) |

  38. Director Compensation

    | Name | Dividends Deferred ($) | Phantom Shares Credited to Account for Deferred Dividends | | Steven L. Gerard | 45,827 | 480 | | Tig Gilliam | 34,997 | 366 | | Sherrill W. Hudson | 54,928 | 575 | | Sidney Lapidus | 53,173 | 556 | | Teri McClure | 20,220 | 212 | | Armando Olivera | 17,864 | 187 | | Jeffrey Sonnenfeld | 46,791 | 489 |

  39. Director Compensation

    | Each of Mr. Bolotin and Mr. Stowell received compensation during fiscal 2021 for service as a director from December 1, 2020 through April 7, 2021, the effective date of the termination of their terms as directors. Mr. Bolotin has served as a Director Emeritus of our Company since April 2021. As a Director Emeritus, Mr. Bolotin continues to attend Board of Director meetings, but does not have a vote on matters presented. Mr. Bolotin receives $140,000 annually, paid quarterly in cash, as compensation for his role as Director Emeritus. In fiscal 2021, Mr. Bolotin received $70,000 as compensation for his role as Director Emeritus, which amount is not included in the table.(4) |

  40. Director Compensation

    Stock Ownership Requirements Our Board has adopted stock ownership guidelines establishing minimum equity ownership requirements for members of our Board. The purpose of the guidelines is to align the interests of directors with the interests of stockholders and to further promote our commitment to sound corporate governance. Under our stock ownership guidelines, a director is expected to own, by a date not later than five years after being elected as a director, shares of our common stock with a value equal to five times the annual director retainer. All of our directors are in compliance with these requirements. Every year, we give our stockholders the opportunity to vote, on a non-binding basis, on whether they approve the compensation of our named executive officers. This vote is often referred to as “say on pay.” At the 2022 Annual Meeting, we will ask our stockholders to vote, on an advisory basis, on the fiscal 2021 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis (“CD&A”) that follows this proposal. We encourage you to review the CD&A, the compensation tables, and the related narrative disclosures. We believe Lennar’s success is attributable in substantial part to our talented and committed executives. Therefore, the compensation of our NEOs is designed to help us continue to retain, motivate, and recruit high-quality, experienced executives who can help us achieve our short-term and long-term corporate goals and strategies. We believe our executive compensation program strikes an appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating value for our stockholders. As explained in the CD&A, we seek this balance by using a mix of short-term and long-term compensation components—both fixed and variable—and basing a meaningful percentage of the compensation of our named executive officers on Lennar’s financial performance and stockholder return. Further, we maintain strong corporate governance practices regarding executive compensation, including robust stock ownership guidelines and a compensation clawback policy, to promote continued alignment of our executives’ interests with those of our stockholders and to discourage excessive risk- taking to achieve short-term gains. We are requesting that our stockholders approve the following resolution: RESOLVED, that the stockholders of Lennar Corporation approve, on a non-binding, advisory basis, the compensation of Lennar’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, which disclosure includes the Compensation Discussion and Analysis, the tabular disclosures regarding such compensation, and the accompanying narrative disclosures, set forth in Lennar’s 2022 Annual Meeting proxy statement. Although this say on pay vote is non-binding, the Board and the Compensation Committee will review the results of the vote and consider those results when determining future executive compensation arrangements. This Compensation Discussion and Analysis describes our compensation philosophy, policies, and plans, as well as our compensation-setting process and the 2021 compensation of our named executive officers, or NEOs. In addition, we explain why we believe that our executive compensation program is in the best interests of Lennar and you, our stockholders. For fiscal 2021, our named executive officers (“NEOs”) were:

  41. Director Compensation

    | Stuart Miller Executive Chairman | Rick Beckwitt Co-Chief Executive Officer and Co-President | Jonathan M. Jaffe Co-Chief Executive Officer and Co-President | Diane Bessette Vice President, Chief Financial Officer and Treasurer | Jeff McCall Executive Vice President | Mark Sustana Vice President, General Counsel and Secretary |

  42. Director Compensation

    | Table of Contents | | | | | EXECUTIVE SUMMARY | 18 | 2021 Compensation Decisions | 23 | | Our Compensation Practices | 20 | Other Benefits | 30 | | Roles and Responsibilities with Regard to Compensation | 22 | Change in Control Effects | 30 | | Use of Market Data | 23 | Other Compensation Practices | 31 |

  43. Executive Summary

    | Element | Description | Primary Objectives | | Base salary | Fixed cash payment | To attract and retain executives by offering salaries that are competitive with market opportunities and that recognize each executive’s position, role, responsibility, and experience. | | Annual cash incentive award | Variable performance-based cash payment. In addition, three of our NEOs received special cash bonuses with regard to fiscal 2021. | To motivate and reward the achievement of annual performance objectives. | | Equity-based incentive award | Messrs. Miller, Beckwitt, Jaffe and McCall, and Ms. Bessette receive their grant as 50% performance-based restricted stock and 50% service-based restricted stock. Mr. Sustana receives his grant entirely in service-based restricted stock. | To align executives’ interests with the interests of stockholders, motivate executives to maximize our long-term performance and stockholder returns, and promote executive retention. |

  44. Our Compensation Practices

    | • | recognize valuable individual performance and motivate executives to maximize Lennar’s short-term and long-term achievements; |

  45. Our Compensation Practices

    | • | maintain flexibility to ensure that awards remain competitive within our peer group of homebuilders and Fortune 500 companies; |

  46. Our Compensation Practices

    | | Performance Measures | Performance Period | Variable financial performance objectives? | Equity Percentage of Total Direct Compensation | | 2021 | Unchanged | 3 Years | Yes – unchanged | ~49% | | 2020 | Unchanged | 3 Years | Yes – unchanged | ~52% | | 2019 | • Same as 2018 plus Relative Total Stockholder Return | 3 Years | Yes – unchanged | ~59% | | 2018 | • Relative Gross Profit Percentage • Relative Return on Tangible Capital • Debt/EBITDA Multiple | 3 Years | Yes for performance based shares. Other half of equity grant has service-based vesting | ~48% | | 2017 | • Revenues, Home Deliveries, Gross Margin and SG&A as a % of Homebuilding Revenue for the fiscal year • Homebuilding Debt-to Capital Ratio as of the end of the fiscal year | 1 Year | No – performance shares would be earned if 3 of 5 goals were met, then subject to service-based vesting | ~24% |

  47. Roles and Responsibilities with Regard to Compensation

    | • | an evaluation of the extent to which each named executive officer met the applicable annual incentive plan target(s); and |

  48. Roles and Responsibilities with Regard to Compensation

    | • | recommendations regarding the aggregate value of the long-term incentive compensation that each named executive officer should receive. |

  49. Use of Market Data

    Use of Market Data We refer to compensation data regarding other publicly-traded homebuilding companies to analyze our compensation decisions in light of current market rates and practices, and to help ensure that our decisions are reasonable and competitive. In connection with setting fiscal 2021 compensation, the Compensation Committee reviewed summaries of information disclosed in public filings by the following publicly-traded homebuilders that the Compensation Committee views as our peer group (the “Peer Group”):

  50. Use of Market Data

    | Beazer Homes USA, Inc. | Meritage Homes Corporation | Toll Brothers, Inc. | | D.R. Horton, Inc. | NVR, Inc. | TRI Pointe Group, Inc. | | KB Home | PulteGroup, Inc. | | | M.D.C. Holdings, Inc. | Taylor Morrison Home Corporation | |

  51. Use of Market Data

    Given that only one company in the Peer Group approaches Lennar in terms of revenue, profitability, and market capitalization, the Compensation Committee also reviewed information about compensation levels generally paid by other Fortune 500 companies. The Compensation Committee does not design our executive compensation programs to fit within a specific percentile of the executive compensation programs of the Peer Group companies, the Fortune 500 companies, or any other peer group or survey. Rather, the Compensation Committee compares numerous elements of executive compensation, including base salaries, annual incentive compensation, and long-term cash and equity-based incentives, to assist in determining whether proposed compensation programs are competitive, and then uses its experience and judgment to make final compensation decisions.

  52. 2021 Compensation Decisions

    | • | average base salary of comparable executives in our Peer Group; and |

  53. 2021 Compensation Decisions

    Annual Cash Incentive Compensation Why we pay annual cash incentive compensation. The Compensation Committee believes that annual cash incentive compensation encourages executive officers to contribute to Lennar’s profitability. Our 2021 annual cash incentive awards were made under our 2016 Incentive Compensation Plan. 2021 Annual Cash Incentive Decisions MESSRS. MILLER, BECKWITT AND JAFFE The cash bonuses for Messrs. Miller, Beckwitt and Jaffe are based on percentages of our pretax income, which is net earnings attributable to Lennar plus/minus income tax expense/benefit (“Pretax Income”), after a capital charge equal to 7.3% of tangible capital. Pretax Income is calculated after eliminating 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. Tangible capital is calculated as stockholders’ equity less intangible assets plus homebuilding debt. We believe that our executives’ pay should be linked to Lennar’s performance, and that linking the annual cash bonus to Pretax Income achieves this goal. For example, there have been years, such as fiscal 2008 and 2009 during the economic downturn, when these executives did not receive cash bonuses, and other years, such as more recent years, when Lennar has been profitable and the executives have received significant cash bonuses. These bonuses are not capped. In February 2021, our Compensation Committee reviewed an analysis of the compensation Lennar paid to its senior executives compared with that paid by our Peer Group. This included an analysis of the fiscal 2020 compensation paid to Messrs. Miller, Beckwitt, and Jaffe as compared with the compensation paid in fiscal 2019 and 2020 to the individuals in comparable positions at companies in our Peer Group and in the Fortune 500. Based on its review of the analysis, the results Lennar achieved during fiscal 2020, and the results Lennar was expected to achieve during fiscal 2021, the Compensation Committee decided to apply a formula for Messrs. Miller, Beckwitt, and Jaffe that included cash incentive bonuses equal to 0.58%, 0.51%, and 0.51%, respectively, of Lennar’s fiscal 2021 Pretax Income, after a capital charge equal to 7.3% of tangible capital. Based on our fiscal 2021 Pretax Income of $5.8 billion, and after taking into account the $1.5 billion capital charge, Messrs. Miller, Beckwitt, and Jaffe were entitled to cash bonus payments of $24,883,125, $21,879,990 and $21,879,990, respectively. Because Pretax Income, and the resulting cash bonus payments were higher than anticipated, the Compensation Committee determined to pay a portion of the earned cash bonus payment in stock rather than cash in order to increase the percentage of their total direct compensation that is equity based. On January 12, 2022, Messrs. Miller, Beckwitt and Jaffe each received $5,961,850, $5,272,113 and $5,272,113, respectively, of their earned cash bonus payment in the form of 55,233, 48,843, and 48,843 shares of Class A common stock, respectively. The shares are fully vested but subject to a one-year holding period from the date of issuance. As a result, Messrs. Miller, Beckwitt and Jaffe received reduced cash bonus payments of $18,921,275, $16,607,876 and $16,607,876, respectively. MS. BESSETTE Ms. Bessette had the opportunity to earn a cash bonus of up to 270% of her base salary, with 180% of the goal based on prescribed performance criteria, and the other 90% based on achievement of certain outperformance measures. The performance criteria and associated payout for the first piece of Ms. Bessette’s award are shown below.

  54. 2021 Compensation Decisions

    | | | Performance Levels/ Target Bonus Opportunity | | | Performance Criteria | Percent of Target Award (180% of Base Salary) | Threshold | % of Target | | Individual performance(1) | Up to 60% | Good Very Good Excellent | 20% 40% 60% | | Corporate governance, adherence to company policy and procedure, and internal audit evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | | Total | 100% of Target Award (180% of Base Salary) | | |

  55. 2021 Compensation Decisions

    | Individual performance is based on an annual performance appraisal review.(1) |

  56. 2021 Compensation Decisions

    | Performance Criteria | Percent of Target Award | Performance Levels/Target Bonus Opportunity | | | | | Threshold | % of Target | | Departmental budget management(1) | Up to 70% | Good Very Good Excellent | 40% 55% 70% | | Associate development including, but not limited to development and launch of company-wide learning and development platform, identify and hire new CHRO, and identify and hire senior IT positions | Up to 100% | Good Very Good Excellent | 60% 80% 100% | | Leadership of strategic initiatives including inclusion and diversity counsel, digital tool enhancements, and company-wide data and analytics platform roll-out | Up to 100% | Good Very Good Excellent | 60% 80% 100% | | Target Award | 270% | | |

  57. 2021 Compensation Decisions

    | | | Performance Levels/ Target Bonus Opportunity | | | Performance Criteria | Percent of Target Award | Threshold | % of Target | | Individual performance(1) | Up to 60% | Good Very Good Excellent | 20% 40% 60% | | Corporate governance, company policy and procedure adherence, and internal audit evaluation(2) | Up to 40% | Good Very Good Excellent | 10% 25% 40% | | Total | 100% | | |

  58. 2021 Compensation Decisions

    | Individual performance is based on an annual performance appraisal review.(1) |

  59. 2021 Compensation Decisions

    The Compensation Committee determined that Mr. Sustana was entitled to an award equal to the additional 120% of his base salary, or $558,000, based on achievement of specified outperformance goals, including successful litigation management, contribution towards regulatory compliance, oversight of risk management and government affairs, and completion of special projects. Again, no specific weight was given to any particular factor in the evaluation, and no one factor was determinative. Accordingly, Mr. Sustana received a cash bonus payment of $1,023,000 under the cash incentive program. In recognition of his exceptional performance during fiscal 2021, the Compensation Committee also granted an award of $150,000 to Mr. Sustana. This award is separate from the 2021 cash incentive program. Equity-Based Compensation Why we pay equity-based compensation. The Compensation Committee believes that a significant component of a senior executive’s compensation should be long-term incentive compensation in the form of equity in order to align the financial interests of our senior executives with those of our stockholders. The Compensation Committee believes that granting equity incentives to our senior executives in the form of restricted stock with deferred vesting:

  60. 2021 Compensation Decisions

    | • | motivates our senior management to maximize our long-term, as well as our short-term, performance; |

  61. 2021 Compensation Decisions

    During 2021, our Compensation Committee reviewed the effect that our restricted stock grant program had on retention, and determined that the program has provided, and continues to provide, a strong retention incentive for senior executives. Moreover, the Compensation Committee determined that, because of the “stacking” effect, a program of annual long-term grants that vest in installments or after a multi-year performance period provides better associate retention benefits than an award that is fully vested on the grant date. Therefore, the Compensation Committee decided Lennar should continue making grants of restricted stock to senior executives. How equity-based compensation was determined. Annually, the Compensation Committee evaluates the appropriate form of equity-based compensation and approves the dollar value of long-term equity awards that will be granted to each NEO under our 2016 Equity Plan. The numbers of shares of restricted stock awarded to members of our senior management with regard to 2021 were based upon recommendations by Mr. Miller, Mr. Beckwitt, Mr. Jaffe and other members of senior management. In addition, our Compensation Committee engaged in a review of the total compensation our senior management had received over the last five years, the comparative compensation analysis described above, and the executives’ total potential compensation for fiscal 2021, and considered each executive’s responsibilities and expected contributions to Lennar. The Compensation Committee did not assign a specific weight to any individual factor, or consider any policy as to how the compensation should compare to that of employees performing similar functions for our Peer Group or other Fortune 500 companies. 2021 Equity-Based Compensation Decisions In February 2021, the Compensation Committee approved the awards shown below of restricted Class A common stock under the 2016 Equity Plan.

  62. 2021 Compensation Decisions

    | Executive | Service-based restricted stock value ($)(1) | Service-based restricted stock (#)(2) | Performance- based restricted stock value at target ($)(1) (3) | Performance- based restricted stock at target (#) | | Stuart Miller | 6,479,708 | 78,097 | 6,479,708 | 78,097 | | Rick Beckwitt | 5,667,847 | 68,312 | 5,667,847 | 68,312 | | Jonathan M. Jaffe | 5,667,847 | 68,312 | 5,667,847 | 68,312 | | Diane Bessette | 1,000,203 | 12,055 | 1,000,203 | 12,055 | | Jeff McCall | 875,085 | 10,547 | 875,085 | 10,547 |

  63. 2021 Compensation Decisions

    | The shares of service-based restricted stock will vest in equal installments on each of February 14, 2022, February 14, 2023, and February 14, 2024.(2) |

  64. 2021 Compensation Decisions

    | If the threshold number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the performance-based awards would be $3,239,854 for Mr. Miller, $2,833,923 for Mr. Beckwitt, $2,833,923 for Mr. Jaffe, $500,102 for Ms. Bessette and $437,542 for Mr. McCall. If the maximum number of shares of performance-based restricted stock that potentially could be earned were used rather than the target number, the total grant date fair value of the awards would be $12,959,416 for Mr. Miller, $11,335,693 for Mr. Beckwitt, $11,335,693 for Mr. Jaffe, $2,000,407 for Ms. Bessette and $1,750,169 for Mr. McCall.(3) |

  65. 2021 Compensation Decisions

    The performance-based restricted stock awarded in 2021 was granted at target and will vest, if at all, only to the extent that specific performance goals are met with respect to the four equally-weighted metrics over the three-year performance period. The Compensation Committee has assigned a threshold, target, and maximum performance goal to each of the metrics. If the threshold performance level for a particular metric is not achieved, no amount will be paid for that metric. Payouts for performance between threshold and target goals and between target and maximum goals will be calculated by linear interpolation. If the average weighting of the four performance metrics is below target, then only a portion of the shares granted at target will vest. If the average weighting of the four performance metrics is above target, then the target shares granted will vest and an additional number of shares will be granted to grantee. The performance goals for the four metrics were as follows:

  66. 2021 Compensation Decisions

    | Share Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Relative Total Stockholder Return* | Debt/EBITDA Multiple | | 0% | <25th Percentile | <25th Percentile | <25th Percentile | >1.8 | | 50% (threshold) | 25th Percentile | 25th Percentile | 25th Percentile | 1.8 | | 100% (target) | 50th Percentile | 50th Percentile | 50th Percentile | 1.25 | | 200% (maximum) | 75th Percentile | 75th Percentile | 75th Percentile | £1.0 |

  67. 2021 Compensation Decisions

    | Relative metrics are determined by reference to Lennar’s Peer Group.* |

  68. 2021 Compensation Decisions

    The Compensation Committee selected these performance metrics because, as discussed below, they are effective long-term measures of performance, they align our executives’ interests with the interests of our stockholders, and they are important internal and external operating metrics. Gross profit percentage is an industry standard that research analysts and investors use to gauge the strength of businesses like ours because it shows whether costs are being managed effectively. A high gross profit percentage target incentivizes our executives to maximize our sales prices, control sales incentives, and minimize costs of sales, which include the costs of land, labor, materials, and products used in building our homes. A relative gross profit percentage metric indicates whether Lennar is managing costs and sale prices more effectively than our peers. Return on tangible capital encourages our executives to focus on our returns and the efficient use of our assets and resources, while also driving earnings. A relative return on tangible capital metric indicates whether Lennar is using assets and resources more efficiently than our peers. Return on tangible capital is calculated by dividing the Company’s net operating profit after tax by its tangible capital. Net operating profit after tax is calculated by taking the Company’s net income and adding back any after-tax interest expense and adjusting for tax items or other adjustments to the extent approved by the Compensation Committee. Tangible capital is defined as stockholders’ equity less intangible assets plus homebuilding debt. Debt/EBITDA multiple encourages our executives to maximize cash flow and reduce our leverage. Debt is calculated as the Company’s consolidated debt balance for the applicable period, divided by the Company’s EBITDA for such period. EBITDA is earnings before interest, taxes, depreciation and amortization. Compensation Discussion and Analysis 2018 Performance Shares – Results Total stockholder return is a measure that captures stock price appreciation plus dividends paid over a defined period, reflecting the total return to stockholders during that time. A relative total stockholder return metric indicates whether an investment in Lennar was better for our stockholders than an investment in our Peer Group would have been. The threshold performance levels outlined above are designed to be reasonably achievable, yet uncertain under expected market and business conditions at the time of grant. Target performance levels are designed to require significant management effort to achieve, and maximum performance levels are designed to be measurably more difficult to achieve than target performance levels. In February 2021, the Compensation Committee approved a grant to Mr. Sustana of 14,345 shares of Class A common stock that will vest in equal installments on each of February 14, 2022, February 14, 2023 and February 14, 2024. The stock had a grant date fair value of $1,190,205. Effect of retirement on equity awards. Our 2016 Equity Plan provides that when an officer or associate retires, all restrictions on all restricted stock granted to that individual will immediately lapse and the restricted stock will no longer be subject to forfeiture. For this purpose, “retirement” is defined as a termination of service (other than for cause) on or after the date the grantee attains age 65 or on or after the date the grantee attains age 60 with 15 consecutive years of service with Lennar (“retirement-eligible”). Of our six NEOs, Messrs. Miller, Beckwitt, Jaffe and Sustana, and Ms. Bessette are retirement-eligible. If any of them were to retire, his or her service-based restricted stock would immediately vest. In addition, when a retirement-eligible executive is granted shares of restricted stock that are subject to service-based vesting, these grants are taxable events subject to withholding. With respect to the 2019, 2020 and 2021 grants of performance shares, if a retirement-eligible executive were to retire, he or she would become vested in the shares of performance-based restricted stock that he or she would have earned if he or she had remained employed for the entire performance period. None of these NEOs has indicated any intention to retire. 2018 Performance Shares – Results In 2018, Messrs. Miller, Beckwitt and Jaffe were granted target awards of 77,178, 69,078 and 60,757 shares, respectively, of performance-based restricted Class A common stock (“2018 Performance Shares”). The 2018 Performance Shares had a three-year performance period that ended on November 30, 2020. The number of 2018 Performance Shares that each grantee actually earned for the performance period was determined based on the level of achievement of the performance goals set forth in the table below.

  69. 2021 Compensation Decisions

    | Payout | Relative Gross Profit Percentage* | Relative Return on Tangible Capital* | Debt/EBITDA Multiple | | | 0% | <25th Percentile | <25th Percentile | | >4.20 | | 50% (threshold) | 25th Percentile | 25th Percentile | | 4.2 | | 100% (target) | 50th Percentile | 50th Percentile | | 2.6 | | 200% (maximum) | 75th Percentile | 75th Percentile | £ | 2.30 |

  70. 2021 Compensation Decisions

    | Relative metrics are determined by reference to Lennar’s Peer Group.* |

  71. 2021 Compensation Decisions

    | Debt/EBITDA Multiple(2) | | | | | | Company | 2018 | 2019 | 2020 | Average | | Lennar Corporation | 2.64x | 2.62x | 1.80x | 2.35x | | Final Payout | | | | 183.5% |

  72. 2021 Compensation Decisions

    | Relative metrics are determined by reference to Lennar’s Peer Group: Beazer Homes USA, Inc., Meritage Homes Corporation, M.D.C. Holdings, Inc., Century Communities, Inc., NVR, Inc., D.R. Horton, Inc., PulteGroup, Inc., Hovnanian Enterprises, Inc., Toll Brothers, Inc. and KB Home. Hovnanian Enterprises, Inc.’s negative equity skewed the relative return on tangible capital component of the calculations, and the Compensation Committee determined to rank Hovnanian last in the calculation of relative return on tangible capital.(1) |

  73. Change in Control Effects

    Change in Control Effects Our 2016 Equity Plan provides for accelerated vesting of outstanding equity awards if there is a change in control together with certain employment termination events (i.e., a “double trigger”). You can find a summary of potential payments arising from a change in control under the heading “Potential Payments Upon Termination after Change in Control” in the Executive Compensation section. Compensation Discussion and Analysis Other Compensation Practices

  74. Other Compensation Practices

    Other Compensation Practices Stock Ownership Guidelines Our Board has adopted stock ownership guidelines that set minimum equity ownership requirements for our executive officers. The guidelines are designed to align the interests of our executives with the interests of stockholders and further promote our commitment to sound corporate governance. Under our stock ownership guidelines, an executive is expected to own, by a date not later than five years after being appointed to his or her position as an executive officer, shares of our common stock with a value equal to a multiple (shown below) of the executive’s annual base salary. Until the required stock ownership level is achieved, an executive is required to retain at least 50% of the restricted shares that become vested, other than shares sold to pay taxes resulting from the vesting. If the required level is not achieved within the five-year compliance period, an executive will be required to retain 100% of the restricted shares that become vested (other than shares sold to pay taxes resulting from the vesting) until the required level is achieved. As of January 31, 2022, all of our named executive officers had stock ownership levels well above their respective ownership requirements, as shown below. MULTIPLE OF BASE SALARY AS OF JANUARY 31, 2022(1)

  75. Other Compensation Practices

    | Stock ownership includes Class A common stock and Class B common stock beneficially owned by the officer, and includes service-based restricted stock. The fair market value of Lennar equity holdings for each participant is based on the average of the stock prices on the last day of each month for the trailing twelve months as of a specified annual date.(1) |

  76. Other Compensation Practices

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stuart Miller | 2021 | 1,000,000 | — | 18,921,266 | 18,921,275 | 9,535 | 38,852,076 | | Executive Chairman | 2020 | 1,000,000 | — | 12,904,795 | 11,255,756 | 9,385 | 25,169,936 | | | 2019 | 1,000,000 | — | 12,131,959 | 7,737,307 | 9,252 | 20,878,518 | | Rick Beckwitt | 2021 | 800,000 | — | 16,607,806 | 16,607,876 | 29,535 | 34,045,217 | | Co-Chief Executive Officer | 2020 | 800,000 | — | 11,439,861 | 9,713,872 | 29,385 | 21,983,118 | | and Co-President | 2019 | 800,000 | — | 10,772,927 | 6,677,402 | 29,252 | 18,279,581 | | Jonathan M. Jaffe | 2021 | 800,000 | — | 16,607,806 | 16,607,876 | 29,535 | 34,045,217 | | Co-Chief Executive Officer | 2020 | 800,000 | — | 10,042,266 | 8,480,365 | 29,385 | 19,352,016 | | and Co-President | 2019 | 800,000 | — | 9,459,992 | 5,829,478 | 29,252 | 16,118,722 | | Diane Bessette | 2021 | 750,000 | 750,000 | 2,000,407 | 2,025,000 | 16,735 | 5,542,142 | | Vice President, Chief Financial | 2020 | 750,000 | 500,000 | 1,749,981 | 1,500,000 | 16,585 | 4,516,566 | | Officer and Treasurer | 2019 | 750,000 | — | 1,499,980 | 1,500,000 | 16,452 | 3,766,432 | | Jeff McCall | 2021 | 750,000 | 350,000 | 1,750,169 | 2,025,000 | 9,535 | 4,884,704 | | Executive Vice President | 2020 | 750,000 | 500,000 | 1,499,932 | 1,500,000 | 9,385 | 4,259,317 | | | 2019 | 750,000 | — | 1,249,959 | 1,500,000 | 9,252 | 3,509,211 | | Mark Sustana | 2021 | 465,000 | 150,000 | 1,190,205 | 1,023,000 | 9,535 | 2,837,740 | | Vice President, General Counsel | 2020 | 465,000 | — | 1,189,941 | 906,750 | 9,385 | 2,571,076 | | and Secretary | 2019 | 465,000 | — | 1,189,973 | 900,000 | 9,252 | 2,564,225 |

  77. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers with regard to fiscal 2021. The cash awards were granted under Lennar’s 2016 Incentive Compensation Plan and the equity awards were granted under Lennar’s 2016 Equity Plan.

  78. Grants of Plan-Based Awards

    | | | | Estimated possible payouts under non-equity incentive plan awards | | Estimated future payouts under equity incentive plan awards(5) (6) | | | All other stock awards: number of shares of stock (#)(5) | Grant date fair value of stock awards ($) | | Name | Type of award | Grant date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stuart Miller | AIC | — | 18,921,275(1) | — | — | — | — | — | — | | | PS/RS | 2/26/21 | — | — | 39,049 | 78,097 | 156,194 | 78,097(7) | 12,959,416(9) | | | VS | 1/12/22 | — | — | — | — | — | 55,233(8) | 5,961,850 | | Rick Beckwitt | AIC | — | 16,607,876(1) | — | — | — | — | — | — | | | PS/RS | 2/26/21 | — | — | 34,156 | 68,312 | 136,624 | 68,312(7) | 11,335,693(9) | | | VS | 1/12/22 | — | — | — | — | — | 48,843(8) | 3,272,113 | | Jonathan M. Jaffe | AIC | — | 16,607,876(1) | — | — | — | — | — | — | | | PS/RS | 2/26/21 | — | — | 34,156 | 68,312 | 136,624 | 68,312(7) | 11,335,693(9) | | | VS | 1/12/22 | — | — | — | — | — | 48,843(8) | 5,272,113 | | Diane Bessette | AIC | — | 1,350,000(2) | 2,025,000(2) | — | — | — | — | — | | | PS/RS | 2/26/21 | — | — | 6,028 | 12,055 | 24,110 | 12,055(7) | 2,000,407(9) | | Jeff McCall | AIC | — | 2,025,000(3) | — | — | — | — | — | — | | | PS/RS | 2/26/21 | — | — | 5,274 | 10,547 | 21,094 | 10,547(7) | 1,750,169(9) | | Mark Sustana | AIC | — | 465,000(4) | 1,023,000(4) | — | — | — | — | — | | | RS | 2/26/21 | — | — | — | — | — | 14,345(7) | 1,190,205 |

  79. Grants of Plan-Based Awards

    | AIC - | Annual Cash Incentive Compensation |

  80. Grants of Plan-Based Awards

    | PS - | Performance-Based Restricted Shares, shares of restricted stock earned, if at all, based on achievement of performance goals over a three-year performance period |

  81. Grants of Plan-Based Awards

    | RS - | Service-Based Restricted Shares, shares of restricted stock that vest in equal annual installments over three years |

  82. Grants of Plan-Based Awards

    | VS - | Shares are fully vested but subject to a one-year holding period from the date of issuance. |

  83. Grants of Plan-Based Awards

    | Amounts in the Target column reflect the amounts of annual cash incentive compensation actually paid. Pursuant to the terms of their award agreements, Messrs. Miller, Beckwitt, and Jaffe could receive 0.58%, 0.51% and 0.51%, respectively, of Lennar’s fiscal 2021 Pretax Income after a 7.3% capital charge on tangible capital. Based on our fiscal 2021 Pretax Income, and after taking into account the capital charge, Messrs. Miller, Beckwitt, and Jaffe would have been entitled to cash bonus payments of $24,883,125, $21,879,990 and $21,879,990, respectively. However, the Compensation Committee determined to pay a portion of the earned cash bonus payment in stock rather than cash in order to increase the percentage of their total direct compensation that is equity based. Messrs. Miller, Beckwitt and Jaffe each received $5,961,850, $5,272,113 and $5,272,113, respectively, of their earned cash bonus payment in 55,233, 48,843, and 48,843 shares of Class A common stock, respectively. As a result, Messrs. Miller, Beckwitt and Jaffe received reduced cash bonus payments of $18,921,275, $16,607,876 and $16,607,876, respectively. For further discussion, please see the “Compensation Discussion and Analysis” section of this proxy statement. These cash bonus amounts, which were paid in the first quarter of fiscal 2021, are also reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold and no maximum.(1) |

  84. Grants of Plan-Based Awards

    Executive Compensation Grants of Plan-Based Awards

  85. Grants of Plan-Based Awards

    | Ms. Bessette had the opportunity to earn a target award of up to 180% of base salary based on specified performance criteria, and to receive an additional cash bonus of up to 50% of the target award based on our achievement of outperformance goals. The amount paid to Ms. Bessette with regard to fiscal 2021 was $2,025,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. Ms. Bessette also received a cash bonus of $750,000 that is not reflected in the table because it was not awarded under an incentive plan.(2) |

  86. Grants of Plan-Based Awards

    | Mr. McCall had the opportunity to earn a target award of up to 270% of base salary based on specified performance criteria. The amount paid to Mr. McCall with regard to fiscal 2021 was $2,025,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold or maximum. Mr. McCall also received a cash bonus of $350,000 that is not reflected in the table because it was not awarded under an incentive plan.(3) |

  87. Grants of Plan-Based Awards

    | Mr. Sustana had the opportunity to earn a target award of up to 100% of base salary based on specified performance criteria, and to receive an additional cash bonus of up to 120% of the target award based on our achievement of outperformance goals. The amount paid to Mr. Sustana with regard to fiscal 2021 was $1,023,000 and is reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. There was no threshold. Mr. Sustana also received a cash bonus of $150,000 that is not reflected in the table because it was not awarded under an incentive plan.(4) |

  88. Grants of Plan-Based Awards

    | Until the performance conditions have been met with respect to the performance shares, dividends on the performance shares are accrued but not paid. Performance shares may still be voted during the performance period. If the performance conditions are met, the named executive officer is paid the accrued dividends. If the performance conditions are not met and the shares are forfeited, the accrued dividends also are forfeited. For restricted stock without performance conditions, the named executive officer is entitled to the dividends on, and can vote, unvested shares.(5) |

  89. Grants of Plan-Based Awards

    | The performance-based restricted stock will vest, if at all, only to the extent Lennar meets specific performance goals with respect to relative gross profit percentage, relative return on tangible capital, relative total stockholder return, and debt/EBITDA multiple over a three-year performance period. For each performance goal, there is a threshold, target, and maximum performance level.(6) |

  90. Grants of Plan-Based Awards

    | The shares of restricted stock granted to the named executive officer will vest in three equal annual installments on each of February 14, 2022, February 14, 2023, and February 14, 2024. The 78,097 shares granted to Mr. Miller, the 68,312 shares granted to Mr. Beckwitt, the 68,312 shares granted to Mr. Jaffe, the 12,055 shares granted to Ms. Bessette and the 14,345 shares granted to Mr. Sustana include 30,732, 26,881, 33,870, 4,744 and 5,645 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(7) |

  91. Grants of Plan-Based Awards

    | The shares of stock granted to the named executive officer were granted under the 2016 Equity Incentive Plan rather than of a portion of the cash incentive bonus earned under the 2021 cash bonus plan. The shares are fully vested but subject to a one-year holding period from the date of issuance. See the ‘‘Compensation Discussion and Analysis-Annual Cash Incentive Compensation’’ for a description of the performance goals.(8) |

  92. Grants of Plan-Based Awards

    | For fiscal 2021, the amounts for Messrs. Miller, Beckwitt, Jaffe and McCall, and Ms. Bessette include the grant date fair value of the February 26, 2021 grant of service-based restricted stock and the grant date fair value of the target number of shares of performance-based restricted stock. The table below shows the total grant date fair values of the awards granted on February 26, 2021 if the threshold or maximum number of shares of performance-based restricted stock that potentially could be earned were used instead.(9) |

  93. Grants of Plan-Based Awards

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Stuart Miller | 9,719,562 | 12,959,416 | 19,439,124 | | Rick Beckwitt | 8,501,770 | 11,335,693 | 17,003,540 | | Jonathan M. Jaffe | 8,501,770 | 11,335,693 | 17,003,540 | | Diane Bessette | 1,500,305 | 2,000,407 | 3,000,610 | | Jeff McCall | 1,312,627 | 1,750,169 | 2,625,254 |

  94. Grants of Plan-Based Awards

    Executive Compensation Outstanding Equity Awards at Fiscal Year-End

  95. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards of Class A common stock held by each named executive officer at our fiscal year ended November 30, 2021. Each grant of an equity award is shown separately for each named executive officer.

  96. Outstanding Equity Awards at Fiscal Year-End

    | Name | Stock Award Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Stuart Miller | 6/25/2019 | 25,432(3) | 2,671,632 | 251,596(8) | 26,430,160 | | | 2/28/2020 | 43,237(4) | 4,542,047 | 213,868 | 22,466,833 | | | 2/26/2021 | 47,365(5) | 4,975,693 | 156,194 | 16,408,180 | | | | 116,034 | 12,189,372 | 621,658 | 65,305,173 | | Rick Beckwitt | 6/25/2019 | 22,583(3) | 2,372,344 | 223,412(8) | 23,469,431 | | | 2/28/2020 | 38,328(4) | 4,026,356 | 189,590 | 19,916,430 | | | 2/26/2021 | 41,431(5) | 4,352,327 | 136,624 | 14,352,351 | | | | 102,342 | 10,751,027 | 549,626 | 57,738,211 | | Jonathan M. Jaffe | 6/25/2019 | 16,486(3) | 1,731,854 | 196,184(8) | 20,609,129 | | | 2/28/2020 | 27,971(4) | 2,938,354 | 166,428 | 17,483,261 | | | 2/26/2021 | 34,442(5) | 3,618,132 | 136,624 | 14,352,351 | | | | 78,899 | 8,288,340 | 499,236 | 52,444,742 | | Diane Bessette | 6/25/2019 | 6,289(6) | 660,659 | — | — | | | 2/28/2020 | 5,863(4) | 615,908 | 29,002 | 3,046,660 | | | 2/26/2021 | 7,311(5) | 768,021 | 24,110 | 2,532,756 | | | | 19,463 | 2,044,588 | 53,112 | 5,579,416 | | Jeff McCall | 6/25/2019 | 8,641(6) | 907,737 | — | — | | | 2/28/2020 | 8,286(4) | 870,444 | 24,858 | 2,611,333 | | | 2/26/2021 | 10,547(5) | 1,107,962 | 21,094 | 2,215,925 | | | | 27,474 | 2,886,144 | 45,952 | 4,827,258 | | Mark Sustana | 6/25/2019 | 4,989(6) | 524,094 | — | — | | | 6/25/2020 | 8,051(7) | 845,758 | — | — | | | 2/26/2021 | 8,700(5) | 913,935 | — | — | | | | 21,740 | 2,283,787 | — | — |

  97. Outstanding Equity Awards at Fiscal Year-End

    | Based on stock price of $105.05 for the Class A common stock, which was the closing price of the stock on November 30, 2021.(1) |

  98. Outstanding Equity Awards at Fiscal Year-End

    | These shares are subject to performance-based vesting conditions measured over a three-year performance period and vest on the date on which the Compensation Committee certifies the achievement of the relevant performance goals following the completion of the applicable three-year performance period. For the performance-based shares granted on June 25, 2019 (the “2019 Grant”), the three-year performance period commenced on December 1, 2018 and ended on November 30, 2021. For the performance-based shares granted on February 28, 2020 (the “2020 Grant”), the three-year performance period commenced on December 1, 2019 and ends on November 30, 2022. For the performance-based shares granted on February 26, 2021 (the “2021 Grant”), the three-year performance period commenced on December 1, 2020 and ends on November 30, 2023. The performance shares were granted at target and appear in the table based on achieving maximum performance goals.(2) |

  99. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock vested on February 14, 2022. Mr. Miller’s, Mr. Beckwitt’s and Mr. Jaffe’s 25,432, 22,583 and 16,486 shares of Class A common stock, respectively, do not include the 16,501, 14,653 and 16,212 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(3) |

  100. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest in two equal installments on February 14, 2022, and February 14, 2023. Mr. Miller’s, Mr. Beckwitt’s, Mr. Jaffe’s and Ms. Bessette’s 43,237, 38,328, 27,971 and 5,863 shares of Class A common stock, respectively, do not include the 28,053, 24,869, 27,506 and 3,805 shares of Class A common stock, respectively, that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock.(4) |

  101. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest in three equal installments on February 14, 2022, February 14, 2023, and February 14, 2024. Miller’s, Mr. Beckwitt’s, Mr. Jaffe’s, Ms. Bessette’s and Mr. Sustana’s 47,365, 41,431, 34,442, 7,311 and 8,700 shares of Class A common stock, respectively, do not include the 30,732, 26,881, 33,870, 4,744 and 5,645 shares of Class A common stock, respectively, that were surrendered to satisfy withholding obligations.(5) |

  102. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest on July 2, 2022. Ms. Bessette’s and Mr. Sustana’s 6,289 and 4,989 shares of Class A common stock, respectively, do not include the 4,081 and 3,237 shares of Class A common stock that were surrendered to satisfy withholding obligations.(6) |

  103. Outstanding Equity Awards at Fiscal Year-End

    | The restricted stock will vest in two equal installments on July 2, 2022, and July 2, 2023. Mr. Sustana’s 8,051 shares of Class A common stock do not include the 5,224 shares of Class A common stock that were surrendered to satisfy withholding obligations.(7) |

  104. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation Option Exercises and Stock Vested

  105. Outstanding Equity Awards at Fiscal Year-End

    | For the 2019 Grant, the three-year performance period ended on November 30, 2021, but those awards remained outstanding and unvested as of November 30, 2021 because the peer group performance information necessary to determine the Company’s relative performance with respect to certain metrics are not fully available until February 2022, and then the shares earned need to be certified by the Compensation Committee. The Compensation Committee is expected to certify the performance results and vesting on February 28, 2022.(8) |

  106. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the vesting of restricted Class A common stock and the value realized on such vesting on an aggregated basis during the fiscal year ended November 30, 2021, for each of the named executive officers.

  107. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Class A Shares Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Stuart Miller | 245,002 | 21,320,567 | | Rick Beckwitt | 218,686 | 19,027,142 | | Jonathan M. Jaffe | 192,237 | 16,725,316 | | Diane Bessette | 21,660 | 2,153,529 | | Jeff McCall | 17,628 | 1,750,803 | | Mark Sustana | 21,255 | 2,155,044 |

  108. Option Exercises and Stock Vested

    | Of these amounts, shares of Class A common stock were withheld to cover tax withholding obligations as follows: Mr. Miller, 96,410 shares; Mr. Beckwitt, 86,054 shares; Mr. Jaffe, 95,312 shares; Ms. Bessette, 8,524 shares; Mr. McCall, 7,810 shares; and Mr. Sustana, 8,240 shares. With respect to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. Sustana, Lennar withheld the shares when he or she became retirement-eligible under our 2016 Equity Plan, or if later, when they were granted to him or her. For a discussion of our 2016 Equity Plan’s retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(1) |

  109. Option Exercises and Stock Vested

    | Calculated based on the closing price of Class A common stock on the applicable vesting dates: February 12, 2021: $92.58 (the trading date two days prior to the vesting date, since February 14, 2021 was not a business day), February 26, 2021: $82.97 and July 2, 2021: $101.39.(2) |

  110. Potential Payments upon Termination after Change in Control

    Potential Payments upon Termination after Change in Control Our named executive officers do not have employment agreements. Consequently, the only potential payments and benefits they would receive upon a change in control would be the accelerated vesting of their restricted stock. Pursuant to the 2016 Equity Plan, unvested restricted stock will vest if there is a Change in Control (as defined in the 2016 Equity Plan) and, within twenty-four months after the Change in Control, (i) Lennar terminates the employment of the executive without Cause, or (ii) the executive terminates employment with Lennar for Good Reason (as such capitalized terms are defined below). The value of accelerated vesting if a hypothetical Change in Control and qualifying termination had occurred on November 30, 2021, is set forth in the table below:

  111. Potential Payments upon Termination after Change in Control

    | Name | Value of Acceleration as of November 30, 2021 ($)(1) | | Stuart Miller | 44,841,958(2)(3) | | Rick Beckwitt | 39,620,133(2)(3) | | Jonathan M. Jaffe | 34,510,711(2)(3) | | Diane Bessette | 4,834,296(2)(3) | | Jeff McCall | 5,299,773(3) | | Mark Sustana | 2,283,787(2) |

  112. Potential Payments upon Termination after Change in Control

    | The value of the accelerated restricted stock is the product of the closing price of Lennar’s Class A common stock on November 30, 2021 ($105.05) and the number of shares of unvested Class A restricted stock as of November 30, 2021.(1) |

  113. Potential Payments upon Termination after Change in Control

    | With respect to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. Sustana, the amount does not include the value of shares that were surrendered to satisfy a withholding obligation due to the grant of the restricted stock. For a discussion of our equity plans’ retirement provisions and related withholding obligations, see “Compensation Discussion and Analysis—Equity-Based Compensation.”(2) |

  114. Potential Payments upon Termination after Change in Control

    | Includes 310,829, 274,813, 249,618, 26,556 and 22,976 shares of Class A common stock that were granted to Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall, respectively, at target and are subject to performance-based vesting conditions.(3) |

  115. Potential Payments upon Termination after Change in Control

    Executive Compensation Potential Payments upon Termination after Change in Control The definitions of “Change in Control,” “Cause” and “Good Reason” pursuant to the 2016 Equity Plan are below. “Change in Control” means (i) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons (as that term is defined for purposes of Section 13(d) of the Exchange Act), other than a transaction with a majority-owned subsidiary of ours or a transaction in which the common stock that is outstanding immediately before the transaction constitutes, or entitles the holders to receive, a majority of the shares of the purchaser that are outstanding immediately after the transaction; (ii) the approval by the holders of our capital stock of any plan or proposal for the liquidation or dissolution of Lennar; (iii) the acquisition by any person or group (other than one or more of the wife, or lineal descendants of the late Leonard Miller, or trusts or entities of which they own a majority of the beneficial interests) of beneficial ownership (determined as provided in the rules under Section 13 of the Exchange Act) of more than 50% in voting power of the outstanding common stock; or (iv) a majority of the members of the Board being persons who were not Directors on the effective date of the 2016 Equity Plan and whose election, or nomination for election, was not approved by a vote of at least a majority of the members of the Board of Directors who either were members of the Board on the effective date of the plan or whose election, or nomination for election, to the Board was approved by such a majority. “Cause” means, unless otherwise provided in the participant’s award agreement, the participant’s: (i) engaging in willful or gross misconduct or willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of Lennar or its subsidiaries or its affiliates; (iii) commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving Lennar or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) material breach of his or her employment agreement (if any) with Lennar or its subsidiaries or its affiliates; (vi) acts or omissions constituting a material failure to perform substantially and adequately his or her assigned duties; (vii) commission of an illegal act detrimental to Lennar or its subsidiaries or its affiliates; (viii) repeated failure to devote substantially all of his or her business time and efforts to Lennar if required by the terms of an employment agreement; or (ix) violation of any Lennar rule or policy that states that violations may result in termination of employment. If at any time the participant is subject to an effective employment agreement with Lennar, then, in lieu of the foregoing definition, “Cause” will have the meaning with respect to that participant as may be specified in such employment agreement. “Good Reason” means, with respect to a participant who is an employee of Lennar or one or more of its subsidiaries, (i) a reduction in the participant’s base salary (other than a reduction of not greater than 10% that applies to all executives of a comparable level); (ii) a reduction in the participant’s target cash annual incentive opportunity; (iii) a material reduction in the aggregate value of the participant’s benefits under applicable employee benefit plans, programs and policies; (iv) a material diminution in the participant’s reporting relationship, title or responsibilities; or (v) a requirement by Lennar or its subsidiary to which the participant does not consent that the participant move the principal place of business at or from which the participant works by more than 50 miles, if such relocation results in an increase in the participant’s daily commute by more than 10 miles each way. Executive Compensation CEO Pay Ratio

  116. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of each of our Co-CEOs, Rick Beckwitt and Jon Jaffe, to that of our median associate. To determine the median of the annual total compensation of all our associates (other than our Co-CEOs), we selected November 30, 2021, the last day of our fiscal year, as the determination date for identifying the median associate. For purposes of identifying the median compensation, we considered the W-2 wages of all full-time, part time, seasonal and temporary associates of Lennar Corporation and its consolidated subsidiaries during the twelve-month period ended November 30, 2021. We analyzed the W-2 wages of all associates, whether employed on a full-time, part-time, or temporary basis as of November 30, 2021. We annualized the wages of permanent full or part-time associates who started after the beginning of the fiscal year. Using this methodology, we determined that the associate who received the median total compensation (excluding our Co-CEOs) was a Homeowners Association Manager. That associate received total compensation of $101,561 for the year ended November 30, 2021, calculated in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K, which includes base pay, cash bonus, and Lennar’s matching contribution to the associate’s 401(k) plan. This calculation is the same calculation used to determine total compensation for purposes of the 2021 Summary Compensation Table with respect to each of the named executive officers. Mr. Beckwitt’s annual total compensation as reported in the 2021 Summary Compensation Table was $34,045,217. Accordingly, for 2021, the ratio of Mr. Beckwitt’s compensation to the compensation of the median associate was 335 to 1. Mr. Jaffe’s annual total compensation as reported in the 2021 Summary Compensation Table was $34,045,217. Accordingly, for 2021, the ratio of Mr. Jaffe’s compensation to the compensation of the median associate was 335 to 1. Because of the complexity of determining the median of the annual compensation of all our associates, the pay ratio disclosure presented above is an estimate, but we believe that estimate is reasonable. Because the SEC rules for identifying the median associate and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the pay ratio we disclose may not be comparable to the pay ratios reported by some other companies. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“D&T”) to continue to serve as our independent registered public accounting firm for the fiscal year ending November 30, 2022, and the Board has directed that management submit this appointment for ratification by the stockholders at the Annual Meeting. D&T has been Lennar’s independent public accounting firm since 1994. Neither Lennar’s By-Laws nor any other governing documents or law require stockholder ratification of the selection of Lennar’s independent registered public accounting firm. However, the Board believes that seeking stockholder ratification of this appointment is good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain D&T. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Lennar and its stockholders. We expect a representative of D&T to attend the Annual Meeting. The representative will have an opportunity to make a statement and also will be available to respond to appropriate questions.

  117. 2016 Equity Incentive Plan

    2016 Equity Incentive Plan (Amended and Restated Effective January 12, 2022) The purpose of the Lennar Corporation 2016 Equity Incentive Plan is to promote the interests of the Company, its Subsidiaries and its stockholders by providing a means to (i) attract and retain officers, employees and Directors of, and others individuals expected to provide significant services to, the Company and its Subsidiaries; (ii) motivate such individuals by means of equity-based incentives to achieve performance goals; (iii) enable such individuals to participate in the growth and financial success of the Company; (iv) encourage ownership of stock in the Company by such individuals; and (v) align the interests of such individuals with those of the Company and its stockholders. Under the Plan, officers, employees and Directors of, and consultants to, the Company and its Subsidiaries may be granted equity-based incentives in the form of Restricted Stock, Options, Phantom Shares or other equity based awards. The Plan is intended to replace the Company’s 2007 Equity Incentive Plan, as amended, provided that awards outstanding under such plan as of the Effective Date shall remain outstanding in accordance with their terms.

  118. 2016 Equity Incentive Plan

    | 1. | EFFECTIVE DATE AND TERMINATION OF PLAN. |

  119. 2016 Equity Incentive Plan

    The effective date of the Plan (the “Effective Date”) is January 13, 2016, and the Plan was approved by the stockholders of the Company on April 13, 2016 at the annual meeting of stockholders held on that date. The Plan, as amended and restated to increase the number of shares that may be issued under the Plan, to extend the term of the Plan and to make other clarifying changes (including changes in law) was approved by the Board on January 12, 2022, effective upon approval of the amended and restated Plan by stockholders of the Company not later than the first annual meeting of stockholders held after that date. The Plan shall terminate on, and no Award shall be granted hereunder on or after January 12, 2032 (the 10-year anniversary of the approval of the amended and restated Plan by the Board); provided, however, that the Board may at any time before that date terminate the Plan.

  120. 2016 Equity Incentive Plan

    | 2. | ADMINISTRATION OF PLAN. |

  121. 2016 Equity Incentive Plan

    2.1 Committee. Except as provided below, the Plan shall be administered by the Committee; provided, however, that (i) the Board may at any time take on the powers, authority and duties of the Committee hereunder, and (ii) the Board shall serve as the Committee in respect of any Awards made to any Non-Employee Director. At any time that a member of the Committee is not a Qualified Member, any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company may be taken either by the Board, a subcommittee of the Committee consisting of two or more Qualified Members or by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, the Committee remains composed of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. Other provisions of the Plan notwithstanding, the Board may perform any function of the Committee under the Plan. 2.2 Authority of the Committee. Subject to the provisions of the Plan, the Committee shall in its discretion as reflected by the terms of the Award Agreements (i) authorize the granting of Awards to Eligible Persons; and (ii) determine the eligibility of Eligible Persons to receive an Award, as well as determine the number of Shares to be covered under any Award Agreement, considering the position and responsibilities of the Eligible Person, the nature and value to the Company of the Eligible Person’s present and potential contribution to the success of the Company whether directly or through its Subsidiaries and such other factors as the Committee may deem relevant. 2.3 Delegation of Authority. Notwithstanding Section 2.2, to the extent permitted by applicable law, and other than with respect to Awards made to individuals covered by Section 16 of the Exchange Act, and Awards issued to any person delegated authority by the Committee pursuant to this Section 2.3, the Committee may delegate all or a part of its authority and duties with respect to Awards under the Plan to such other person or persons (including, without limitation, the Chief Executive Officer and the Chief Human Resources Officer of the Company) as the Committee shall determine in its sole discretion. 2.4 Determinations of the Committee. All decisions, determinations and interpretations by the Committee or the Board regarding the Plan shall be final and binding on all Eligible Persons and Participants. The Committee or the Board, as applicable, shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

  122. 2016 Equity Incentive Plan

    | 3. | SHARES AND UNITS SUBJECT TO THE PLAN. |

  123. 2016 Equity Incentive Plan

    3.1 Aggregate Limits. As of the Effective Date, an aggregate of 15,000,000 Shares were available for awards under the Plan (subject to adjustments as provided in Section 12), of which approximately 5,604,233 shares remained available as of January 12, 2022. As amended and restated as of January 12, 2022, and effective upon approval by stockholders of the Company, the total number of Shares subject to Awards granted under the Plan is increased by an additional 10,000,000 Shares and, in the aggregate, shall be 25,000,000, subject to adjustments as provided in Section 12. Subject to adjustments pursuant to Section 12, Incentive Stock Options with respect to an aggregate of no more than 24,000,000 Shares may be granted under the Plan. 3.2 Issuance of Shares; Share Counting. The Shares distributed under the Plan may be treasury Shares or authorized but unissued Shares. For the purpose of determining the number of Shares that are subject to Awards granted under the Plan, Phantom Shares will be deemed to be the number of Shares on which the Phantom Share payments will be based. Any Shares that have been granted as Restricted Stock but are forfeited, that are the subject of Options that expire, or upon which Phantom Shares or other equity-based Awards that are forfeited were based, may again be made the subject of Awards under the Plan. Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (i) Shares delivered to or withheld by the Company to pay the exercise price of an Option, (ii) Shares delivered to or withheld by the Company to pay the withholding taxes related to an Award, or (iii) Shares repurchased by the Company on the open market with the proceeds of an Award paid to the Company by or on behalf of the Participant. 3.3 Award Agreement. Each Award shall be the subject of an Award Agreement that shall contain such terms, provisions and conditions not inconsistent herewith as shall be determined by the Committee. In the event that any Award Agreement or other agreement hereunder provides (without regard to this sentence) for the obligation of the Company or any affiliate thereof to purchase or repurchase Shares from a Participant or any other person, then, notwithstanding the provisions of the Award Agreement or such other agreement, such obligation shall not apply to the extent that the purchase or repurchase would not be permitted under Delaware law. The Participant shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan or an Award Agreement. 3.4 Reservation of Shares; No Fractional Shares; Minimum Issue; Certificates. The Company shall at all times reserve a number of Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under the Plan. No fractional shares shall be delivered under the Plan. The Committee may pay cash in lieu of any fractional shares in settlements of awards under the Plan. The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate.

  124. 2016 Equity Incentive Plan

    | 4. | PROVISIONS APPLICABLE TO STOCK OPTIONS. |

  125. 2016 Equity Incentive Plan

    4.1 Grant of Option. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number and class of Shares to be optioned to each Eligible Person; (ii) determine whether to grant Options intended to be Incentive Stock Options, or to grant Non-Qualified Stock Options, or both (to the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option); provided that Incentive Stock Options may only be granted to employees; (iii) determine the time or times when and the manner and condition in which each Option shall be exercisable and the duration of the exercise period; (iv) designate each Option as one intended to be an Incentive Stock Option or as a Non-Qualified Stock Option; and (v) determine or impose other conditions to the grant or exercise of Options under the Plan as it may deem appropriate. 4.2 Option Price. The Option Price shall be determined by the Committee on the date the Option is granted and reflected in the Award Agreement, as the same may be amended from time to time. Any particular Award Agreement may provide for different exercise prices for specified amounts of Shares subject to the Option. The Option Price with respect to each Option shall not be less than 100% of the Fair Market Value of a Share of the applicable class on the day the Option is granted. 4.3 Period of Option and Vesting. a. Unless earlier expired, forfeited or otherwise terminated, each Option shall expire in its entirety upon the 5th anniversary of the date of grant or shall have such other term as is set forth in the applicable Award Agreement. The Option shall also expire, be forfeited and terminate at such times and in such circumstances as otherwise provided hereunder or under the Award Agreement. b. Each Option, to the extent that the Optionee has not had a Termination of Service and the Option has not otherwise lapsed, expired, terminated or been forfeited, shall first become exercisable according to the terms and conditions set forth in the Award Agreement, as determined by the Committee at the time of grant. Unless otherwise provided in the Award Agreement or herein, no Option (or portion thereof) shall ever be exercisable if the Optionee has a Termination of Service before the time at which such Option (or portion thereof) would otherwise have become exercisable, and any Option that would otherwise become exercisable after such Termination of Service shall not become exercisable and shall be forfeited upon such Termination. Upon and after the death of an Optionee, such Optionee’s Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement, may be exercised by the Successors of the Optionee. 4.4 Exercisability Upon and After Termination of Optionee. a. Subject to provisions of the Award Agreement, if an Optionee has a Termination of Service other than by the Company or its Subsidiaries for Cause, and other than by reason of death, Retirement or Disability, then any Option that was exercisable on the date of the Termination of Service may be exercised for a 90-day period from the date of the Termination of Service (and no exercise of such Option may occur after the expiration of such period), or if earlier, the expiration of the term of the Option as provided under Section 4.3(a). Subject to provisions of the Award Agreement, any Option which has not yet become exercisable by the date of the Termination of Service shall terminate and cease to be exercisable at the close of business on that date. b. Subject to provisions of the Award Agreement, in the event the Optionee has a Termination of Service on account of death or Disability, the Option will become fully vested and immediately exercisable until the earlier of (i) one year from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Section 4.3(a). c. Subject to the provisions of the Award Agreement, if an Optionee has a Termination of Service on account of Retirement, then (i) any Option which has not yet become exercisable by the date of the Termination of Service shall become fully vested and immediately exercisable, and (ii) any Option that was exercisable on the date of the Termination of Service may be exercised for a one-year period from the date of the Termination of Service (and no exercise of such Option may occur after the expiration of such period), or, if earlier, the expiration of the term of the Option as provided under Section 4.3(a). d. Notwithstanding any other provision hereof, unless otherwise provided in the Award Agreement, if the Optionee has a Termination of Service by the Company for Cause, then the Optionee’s Options, to the extent then unexercised, shall terminate and cease to be exercisable on the date of the Termination of Service. 4.5 Exercise of Options. a. Subject to vesting, restrictions on exercisability and other restrictions provided for hereunder or otherwise imposed in accordance herewith, an Option may be exercised, and payment in full of the aggregate Option Price made, by an Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. b. Without limiting the scope of the Committee’s discretion hereunder, the Committee may impose such other restrictions on the exercise of Incentive Stock Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate. 4.6 Payment. a. The aggregate Option Price shall be paid in full upon the exercise of the Option. Subject in all events to the prohibition on loans to directors and executive officers contained in Section 10(e), payment must be made by one of the following methods: i. a certified or bank cashier’s check; ii. the proceeds of a broker-assisted cashless exercise program established by the Company; iii. if approved by the Committee in its discretion, by surrender of Shares of previously owned Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price with regard to the Shares as to which the Option is being exercised; iv. if approved by the Committee in its discretion at the written request of the Optionee, by having a portion of the Shares as to which the Option is exercised withheld by the Company, with such withheld Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price with regard all the Shares as to which the Option is being exercised; or v. by any combination of such methods of payment or any other method acceptable to the Committee in its discretion. b. Except in the case of Options exercised by certified or bank cashier’s check, the Committee may impose limitations and prohibitions on the way Options can be exercised as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option. c. The Company shall pay for any fractional Shares resulting from an Optionee’s exercise in cash based upon the Fair Market Value of a Share on the date of exercise. 4.7 Exercise by Successors. An Option may be exercised, and payment in full of the aggregate Option Price made, by the Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that the Option will be exercised as otherwise provided hereunder, in the discretion of the Company or the Committee, if and as applicable.

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    4.8 Nontransferability of Option. Each Option granted under the Plan shall be nontransferable by the Optionee except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of the Optionee’s death; provided, however, that the Committee may (but need not) permit other transfers, where the Committee concludes that such transferability (i) does not result in accelerated U.S. federal income taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Section 422(b) of the Code, and (iii) is otherwise appropriate and desirable. 4.9 Certain Incentive Stock Option Provisions. a. The aggregate Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under the Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. b. If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Optionee shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition. c. The Option Price with respect to each Incentive Stock Option shall not be less than 100%, or 110% in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners), of the Fair Market Value of a Share of the applicable class on the day the Option is granted. In the case of an individual described in Section 422(b)(6) of the Code who is granted an Incentive Stock Option, the term of such Option shall be no more than five years from the date of grant.

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    | 5. | PROVISIONS APPLICABLE TO RESTRICTED STOCK. |

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    5.1 Grant of Restricted Stock. a. Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the Award Agreements relating to grants of Restricted Stock: (i) authorize the granting of Restricted Stock to Eligible Persons; (ii) provide a specified purchase price (or that there will be no purchase price) for the Restricted Stock granted to an Eligible Person; (iii) determine the period during which the Restricted Stock granted to an Eligible Person will be forfeitable and any other restrictions applicable to that Restricted Stock; and (iv) determine or impose any other conditions that it may deem appropriate, including any requirement of achievement of Performance Goals, upon the grant of Restricted Stock to an Eligible Person. b. In connection with the grant of Restricted Stock, whether or not Performance Goals (as provided for under Section 8) apply thereto, the Committee shall establish one or more vesting periods with respect to the shares of Restricted Stock granted (during which time such shares shall be subject to forfeiture), the length of which shall be determined in the discretion of the Committee. Subject to the provisions of this Section 5, the applicable 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. 5.2 Certificates. a. In the discretion of the Committee, each Grantee may be issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan. A “book entry” (by computerized or manual entry) shall be made in the records of the Company to evidence an award of Restricted Stock, where no certificate is issued in the name of the Grantee. Each certificate, if any, shall be registered in the name of the Grantee and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the 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 THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE LENNAR CORPORATION 2016 EQUITY INCENTIVE PLAN RELATING TO RESTRICTED STOCK AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND LENNAR CORPORATION. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF LENNAR CORPORATION. b. The Committee may require that any stock certificates evidencing Shares of Restricted Stock be held in custody by the Company until the restrictions relating to those Shares shall have lapsed, and may in its discretion require that, as a condition of any Restricted Stock Award, the Grantee shall have delivered a stock power, signed in blank, relating to the stock covered by such Award. If and when such restrictions lapse, the stock certificates and any stock powers relating to them shall be delivered by the Company to the Grantee or his or her designee as provided in Section 5.3. 5.3 Restrictions on Transfer. Subject to the provisions of the Plan and the Award Agreement, during a period commencing with the date of such Award and ending on the date the period of forfeiture with respect to such Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). Subject to the provisions of the Award Agreement and Section 5.4 and 5.5 below, the period of forfeiture with respect to Shares granted hereunder shall lapse as provided in the applicable Award Agreement. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the period of forfeiture with respect to such Shares shall only lapse as to whole Shares. 5.4 Effect of Termination of Service. a. Subject to the provisions of the Award Agreement, in the event the Grantee has a Termination of Service on account of death, Disability or Retirement during the applicable period of forfeiture, on the date of the Termination of Service all restrictions under the Plan will immediately lapse on all Restricted Stock granted to the applicable Grantee and that Restricted Stock will no longer be subject to forfeiture. b. Except as otherwise provided in the applicable Award Agreement, if the Grantee has a Termination of Service by the Grantee for any reason, other than on account of death, Retirement or Disability, then on the date of the Termination of Service, all Restricted Stock that is still subject to forfeiture shall thereupon, and with no further action, be forfeited by the Grantee. c. Except as otherwise provided in the applicable Award Agreement, if the Grantee has a Termination of Service by the Company or any of its Subsidiaries for any reason (whether or not for Cause) during a period of forfeiture, then on the date of the Termination of Service, all Restricted Stock that is still subject to forfeiture shall thereupon, and with no further action, be forfeited by the Grantee, except to the extent that the Committee, on or before the date of the Termination of Service, determines that, the restrictions on some or all of the Grantee’s shares of Restricted Stock will terminate on the date of the Termination of Service, in which case on that date the restrictions on those shares will terminate and those shares of Restricted Stock will no longer be subject to forfeiture. 5.5 Dividends and Voting Rights. Except as provided in Section 12, or as otherwise provided in the applicable Award Agreement, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends or other distributions with respect to the Shares; provided, however, that (i) any cash dividends or distributions on performance-based Restricted Stock shall be subject to the same performance-based vesting criteria and paid (if at all) to the Grantee upon satisfaction of the performance-based vesting criteria applicable to the underlying Restricted Stock with respect to which they were paid or distributed (without regard to any time-based vesting criteria applicable thereto), and (ii) any non-cash dividends or distributions shall be subject to the same vesting criteria and transfer restrictions as the underlying Restricted Stock with respect to which they were paid or distributed. 5.6 Vesting of Restricted Stock. Upon the vesting of a Share of Restricted Stock pursuant to the terms hereof, the vesting restrictions shall cease to apply to such Share. Reasonably promptly after a Share of a Restricted Stock vests pursuant to the terms hereof and the applicable Award Agreement, the Company shall cause to be issued and delivered to the Grantee, either (i) a certificate evidencing such Shares or (ii) an electronic issuance evidencing such Shares.

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    | 6. | PROVISIONS APPLICABLE TO PHANTOM SHARES. |

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    6.1 Grant of Phantom Shares. a. Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Phantom Shares (including Phantom Shares designated as Deferred Shares as provided herein) to Eligible Persons and (ii) determine or impose any conditions to the grant of Phantom Shares that it may deem appropriate. b. The Phantom Share Value payable on settlement of Phantom Shares may be either the Fair Market Value of a specified number of shares of Common Stock of either class, or the amount by which the Fair Market Value of a specified number of shares of Common Stock of either class exceeds a base amount. 6.2 Term. The Committee may provide in an Award Agreement that any particular Phantom Share shall expire at the end of a specified term. 6.3 Vesting. a. Subject to Section 6.3(b), Phantom Shares shall vest as provided in the applicable Award Agreement. b. Unless otherwise determined by the Committee at the time of grant, the Phantom Shares granted pursuant to the Plan shall be subject to the following vesting conditions: i. Subject to the provisions of the Award Agreement, in the event the Grantee has a Termination of Service on account of death, Disability or Retirement, on the date of the Termination of Service, all outstanding Phantom Shares granted to such Grantee shall become immediately vested. ii. Subject to the provisions of the Award Agreement, in the event that a Grantee has a Termination of Service by the Grantee other than on account of death, Retirement or Disability, on the date of the Termination of Service, any and all of the Grantee’s Phantom Shares which have not vested prior to or as of that date shall thereupon, and with no further action, be forfeited and cease to be outstanding and no payments shall be made with respect to such forfeited Phantom Shares, except to the extent that the Committee, on or before the date of the Termination of Service, determines that some or all of the Grantee’s Phantom Shares shall become vested on the date of the Termination of Service, in which case on that date those Phantom Shares shall become immediately vested. 6.4 Settlement of Phantom Shares. a. Unless otherwise determined by the Committee at the time of grant, each vested and outstanding Phantom Share shall be settled in cash at the applicable Phantom Share Value. Phantom Shares that are to be settled in Shares shall be referred to as “Deferred Shares” and shall otherwise be subject to the terms of this Section 6. b. Unless otherwise provided in the applicable Award Agreement, the Phantom Share Value with regard to Phantom Shares will be determined as of the Settlement Date with regard to those Phantom Shares and, unless otherwise determined by the Committee when the Phantom Shares are granted, will be paid in a single sum as promptly as practicable after the Settlement Date. c. (i) Unless otherwise provided in the applicable Award Agreement, the “Settlement Date” with respect to a Phantom Share is the first day of the month to follow the date on which the Phantom Share vests; provided that a Grantee may elect, in accordance with procedures to be established by the Committee, that such Settlement Date will be deferred as elected by the Grantee to the first day of the month to follow the Grantee’s Termination of Service, or such other time as may be permitted by the Committee. Unless otherwise determined by the Committee, any election under this Section 6.4(c) must, except as may otherwise be permitted under the rules applicable under Section 409A of the Code, (A) not be effective until at least one year after the date on which it is made, (B) in the case of any election related to payments to commence at a specific time or pursuant to a fixed schedule, be made at least one year before the date on which the first payment is scheduled to be made and (C) defer the commencement of the related payment(s) for at least five years from the date such payment(s) would otherwise have been paid. (ii) Notwithstanding the foregoing, if a Grantee dies before the specified Settlement Date, the Settlement Date will be the date of the Grantee’s death. d. Notwithstanding any other provision of the Plan, the Committee may permit a Grantee to receive amounts that are due to be paid in installments as provided in Section 6.4(b) or were deferred by the Grantee as provided in Section 6.4(c) before they are due to be received in the event of an “Unforeseeable Emergency.” For these purposes, an “Unforeseeable Emergency,” as determined by the Committee in its sole discretion, is a severe financial hardship to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or a “dependent,” as defined in Section 152(a) of the Code, of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Grantee. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved: i. through reimbursement or compensation by insurance or otherwise, by liquidation of the Grantee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (ii) by future cessation of the making of additional deferrals under Section 6.4(b) or (c). Without limitation, the need to send a Grantee’s child to college or the desire to purchase a home shall not constitute an Unforeseeable Emergency. Distributions of amounts because of an Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency need. 6.5 Other Phantom Share Provisions. a. Rights to payments with respect to Phantom Shares granted under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment, levy, execution, or other legal or equitable process, either voluntary or involuntary; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or garnish, or levy or execute on any right to payments or other benefits payable hereunder, shall be void. b. A Grantee may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments payable after his or her death and may amend or revoke such designation at any time. If no beneficiary designation is in effect at the time of a Grantee’s death, payments hereunder shall be made to the Grantee’s estate. If a Grantee with a vested Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and any payments deferred pursuant to an election under Section 6.4(c) shall be accelerated and paid, as soon as practicable (but no later than 60 days) after the date of death to such Grantee’s beneficiary or estate, as applicable. c. The Committee may establish a program under which distributions with respect to Phantom Shares may be deferred for periods in addition to those otherwise contemplated by foregoing provisions of this Section 6. Such program may include, without limitation, provisions for the crediting of earnings and losses on unpaid amounts, and, if permitted by the Committee, provisions under which Participants may select from among hypothetical investment alternatives for such deferred amounts in accordance with procedures established by the Committee. d. Notwithstanding any other provision of this Section 6, any fractional Phantom Share will be paid out in cash at the Phantom Share Value as of the Settlement Date.

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    e. No Phantom Share, or Deferred Share until the time of distribution, shall be construed to give any Grantee any rights with respect to Shares or any ownership interest in the Company. Except as may be provided in accordance with an award of dividend equivalent rights, no provision of the Plan shall be interpreted to confer upon any Grantee any voting, dividend or other similar rights with respect to any Phantom Share or Deferred Share until the time of distribution.

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    | 7. | OTHER STOCK-BASED AWARDS. The Committee shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Committee may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock, the grant of stock appreciation rights, the grant of Common Stock, the grant of restricted stock units, and the grant of dividend equivalent rights. |

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    | 8. | [RESERVED.] |

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    | 9. | TAX WITHHOLDING. |

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    9.1 In General. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be required by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require the Participant to pay to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of the Code). 9.2 Share Withholding. a. Upon exercise of an Option, the Optionee may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to satisfy the liability for withholding taxes. In the event that the Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes (but in no event in excess of the statutory minimum withholding requirement to the extent necessary to avoid adverse accounting treatment). Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal, state or local income or other taxes on the date of exercise, but may give rise to such an obligation in the future, the Committee may, in its discretion, make such arrangements and impose such requirements as it deems necessary or appropriate. b. Upon lapsing of restrictions on Restricted Stock (or other income-recognition event), the Grantee may, if approved by the Committee in its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be released from restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for such withholding taxes. In the event that the Grantee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of vesting sufficient to satisfy the applicable withholding taxes (but in no event in excess of the statutory minimum withholding requirement to the extent necessary to avoid adverse accounting treatment). c. Upon the making of a distribution in respect of Phantom Shares, the Grantee may, if approved by the Committee in its discretion, make a written election to have amounts (which may include Shares) withheld by the Company from the distribution otherwise to be made, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for such withholding taxes. In the event that the Grantee makes, and the Committee permits, such an election, any Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes (but in no event in excess of the statutory minimum withholding requirement to the extent necessary to avoid adverse accounting treatment). 9.3 Withholding Required. Notwithstanding anything contained in the Plan or the Award Agreement to the contrary, the Participant’s satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company’s obligation hereunder to deliver Shares to the Participant and to any release of restrictions that may otherwise be provided hereunder; and the applicable Option, Restricted Stock, or Phantom Shares shall be forfeited upon the failure of the Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of the Option, (ii) the lapsing of restrictions on the Restricted Stock (or other income-recognition event) or (iii) distributions in respect of any Phantom Share.

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    | 10. | REGULATIONS AND APPROVALS. |

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    a. The obligation of the Company to deliver 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 governmental agencies as may be deemed necessary or appropriate by the Committee. b. The 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 Options, Restricted Stock or Phantom Shares (or issuance of Shares in respect thereof), or other Award under Section 7 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the 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 Options, Shares of Restricted Stock, Phantom Shares, other Awards or other Shares, no payment shall be made, or Phantom Shares or Shares issued or grant of Restricted Stock or other Award made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the 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 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. e. Notwithstanding any other provision of the Plan, the Company shall not be required to take or permit any action under the Plan or any Award Agreement which, in the good-faith determination of the Company, would result in a material risk of a violation by the Company of Section 13(k) of the Exchange Act (generally, prohibiting loans by the Company to directors or executive officers).

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    | 11. | INTERPRETATION AND AMENDMENTS; OTHER RULES. |

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    a. The Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom Shares or Shares (whether or not Shares of Restricted Stock) shall be forfeited (whether or not such forfeiture is expressly contemplated hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law; and (iii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. b. The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted unless such amendment is required in order to comply with applicable laws; provided, however, that the Plan may not be amended without stockholder approval in any case in which amendment in the absence of stockholder approval would cause the Plan to fail to comply with any applicable legal requirement or rule of a securities exchange or similar organization.

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    | 12. | CHANGES IN CAPITAL STRUCTURE. |

  141. 2016 Equity Incentive Plan

    a. If (i) the Company or its Subsidiaries shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or its Subsidiaries or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company or its Subsidiaries, or any distribution to holders of Common Stock other than cash dividends not exceeding in any fiscal year the per share amount that is 5% of the Fair Market Value of a share of Class A Common Stock on the first day of that fiscal year shall occur or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards (an event described in clause (i), (ii) or (iii) being a “Corporate Event”), then: (x) the maximum aggregate number and kind of Shares available under Section 3 and subject to outstanding Awards shall be appropriately adjusted by the Committee in its discretion; and (y) the Committee shall take any such action as in its discretion shall be necessary so that the rights after the Corporate Event of each holder of Options, each holder of Phantom Shares, and each holder of other Awards under Section 7 that will be affected by the Corporate Event, will be substantially proportionate to the rights with regard to those Options, Phantom Shares or other Awards prior to such Corporate Event, including, without limitation, adjustments in (A) the number of Options and Phantom Shares (and other Awards under Section 7) granted, (B) the number and kind of shares or other property to be distributed in respect of Options and Phantom Shares (and other Awards under Section 7 as applicable), (C) the Option Price and Phantom Share Value, and (D) performance-based criteria established in connection with Awards; provided that, in the discretion of the Committee, the foregoing clause (D) may also be applied in the case of any event relating to a Subsidiary if the event would have been covered under this Section 12(a) had the event related to the Company. b. Any Shares or other securities distributed to a Grantee with respect to Restricted Stock or otherwise issued as a result of a Corporate Event in substitution for Restricted Stock shall be subject to the restrictions and requirements imposed in accordance with Section 5 on the Restricted Stock with regard to which it is issued, including the requirement to deposit certificates and stock powers with the Company and to have legends placed on certificates. c. If the Company shall be consolidated or merged with another corporation or other entity, each Grantee who has received Restricted Stock that is then subject to restrictions imposed in accordance with Section 5.3 may be required to deposit with the successor corporation the certificates, if any, for the stock or securities or the other property that the Grantee is entitled to receive by reason of ownership of Restricted Stock in a manner consistent with Section 5.2(b), and such stock, securities or other property shall become subject to the restrictions and requirements imposed in accordance with Section 5.3 on the Restricted Stock with respect to which it is issued, and the certificates therefor or other evidence thereof shall bear a legend similar in form and substance to the legend set forth in Section 5.2(a). d. The judgment of the Committee with respect to any matter referred to in this Section 12 shall be conclusive and binding upon each Participant without the need for any amendment to the Plan.

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    | 13. | EFFECT OF CHANGE OF CONTROL. Unless otherwise provided in the applicable Award Agreement, each Option granted to a Participant under the Plan will become exercisable in full, all Restricted Stock granted to a Participant under the Plan will vest and no longer be subject to forfeiture, and all outstanding Phantom Shares granted to a Participant under the Plan will become vested, if and when (but only if and when) there is a Change in Control and, within twenty-four months after the Change in Control, (x) the Company terminates the employment of the Participant (or, if the Participant is a non-employee officer or Director of the Company or its Subsidiaries, the Company terminates all the positions of the person as a non-employee officer or Director of the Company or its Subsidiaries) without Cause, or (y) the Participant is an employee and the Participant terminates his or her employment by the Company or its Subsidiaries for Good Reason; provided that, solely to the extent any such Options, Restricted Stock or Phantom Shares are not honored, assumed or replaced (with substantially equivalent awards) following the Change in Control, all such Awards shall become fully vested upon such Change in Control (in the case of any performance-based Awards, assuming target level performance) and thereupon cancelled in exchange for an amount in cash, for each share of Common Stock subject thereto, equal to the per-share consideration paid for the Common Stock in connection with such Change in Control, less, in the case of Options and other Awards subject to exercise, the applicable exercise price or base price (provided, however, that to the extent that the per-share consideration is less than or equal to the applicable exercise price or base price, Options and other Awards subject to exercise shall be cancelled for no consideration), which amount shall be paid to the Participant not more than ten (10) business days following the Change in Control. For the purposes of the Plan, the Company will be deemed to terminate the employment of a Participant if, solely as a result of action by the Company or a direct or indirect majority owned Subsidiary of the Company (or a successor employer or its parent or subsidiary) by which the Participant was employed, there is a Termination of Service with regard to the Participant as a result of which the Participant ceases to be employed either by the Company or by a direct or indirect majority owned Subsidiary of the Company (or a successor employer or its parent or subsidiary). |

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    | 14. | MISCELLANEOUS. |

  144. 2016 Equity Incentive Plan

    14.1 No Rights to Employment or Other Service. Nothing in the Plan or in any grant made pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its stockholders to terminate the individual’s employment or other service at any time. 14.2 Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its affiliates, including, but not limited to, the Plan. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law. 14.3 Limitations on Re-Pricing and Exchange of Options and Stock Appreciation Rights. Other than in connection with a change in the Company’s capitalization or other event or transaction described in Section 12, the terms of outstanding Awards may not be amended to (a) reduce the exercise price of outstanding Options (or stock appreciation rights) or take any other action that is treated as a repricing, as defined in Section 303A.08 of the New York Stock Exchange Listed Company Manual, or (b) at any time when the exercise price of an Option (or stock appreciation rights) is above the market value of a Share, cancel, exchange, buyout or surrender outstanding Options (or stock appreciation rights) in exchange for cash, other awards or Options (or stock appreciation rights) with an exercise price that is less than the exercise price of the original Options (or stock appreciation rights), without stockholder approval. 14.4 No Fiduciary Relationship. Nothing contained in the Plan (including without limitation Section 6.5(c)), and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries, or their officers or the Committee, on the one hand, and any Participant, the Company, its Subsidiaries or any other person or entity, on the other. 14.5 No Fund Created. Any and all payments hereunder to any Grantee under the Plan shall be made from the general funds of the Company (or, if applicable, a Participating Company), no special or separate fund shall be established or other segregation of assets made to assure such payments, and any Phantom Shares (including for purposes of this Section 14.5 any accounts established to facilitate the implementation of Section 6.5(c)) and any other similar rights issued hereunder to account for Plan obligations do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The obligations of the Company under the Plan are unsecured and constitute a mere promise by the Company to make payments in the future and, to the extent that any person acquires a right to receive payments under the Plan from the Company, such right shall be no greater than the right of a general unsecured creditor of the Company. (If any affiliate of the Company is or is made responsible with respect to any Awards, the foregoing sentence shall apply with respect to such affiliate.) Without limiting the foregoing, Phantom Shares and any other similar rights issued hereunder to account for Plan obligations are solely a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan, and each Grantee’s right in the Phantom Shares and any such other devices are limited to the right to receive payment, if any, as may herein be provided. 14.6 Notices. All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Company or mailed to its principal office, addressed to the attention of the Chief Human Resources Officer of the Company; and if to the Participant, shall be delivered personally, sent by facsimile transmission or by electronic mail, or mailed to the Participant at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 14.6. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). 14.7 Captions. The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights. 14.8 Governing Law. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

  145. 2016 Equity Incentive Plan

    | 15. | DEFINITIONS. |

  146. 2016 Equity Incentive Plan

    Whenever used herein, the following terms shall have the meanings set forth below: “Award,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Phantom Shares and any other equity-based Awards that the Committee may, from time to time, consider issuing under the Plan. “Award Agreement” means a written agreement in a form approved by the Committee to be entered into between the Company and the Participant as provided in Section 3.3. An Award Agreement may be, without limitation, an employment or other similar agreement containing provisions governing grants hereunder, if approved by the Committee for use under the Plan. “Board” means the Board of Directors of the Company. “Cause” means, unless otherwise provided in the Participant’s Award Agreement, the Participant’s: (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company or its Subsidiaries or its affiliates; (iii) commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its Subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) material breach of the Participant’s employment agreement (if any) with the Company or its Subsidiaries or its affiliates; (vi) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant; (vii) illegal act detrimental to the Company or its Subsidiaries or its affiliates; (viii) repeated failure to devote substantially all of the Participant’s business time and efforts to the Company if required by the terms of the Participant’s employment; or (ix) violation of any rule or policy of the Company that states that violations may result in termination of employment; provided, however, that, if at any particular time the Participant is subject to an effective employment agreement with the Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning with respect to the Participant as may be specified in such employment agreement. “Change in Control” means (i) a 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 Exchange Act) (a “Group”), other than a transaction with a majority owned Subsidiary of Company or a transaction in which the Common Stock that is outstanding immediately before the transaction constitutes, or entitles the holders to receive, a majority of the shares of the purchaser that are outstanding immediately after the transaction; (ii) the approval by the holders of the capital stock of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) the acquisition by any person or Group (other than one or more of the wife, or lineal descendants of the late Leonard Miller, or trusts or entities of which they own a majority of the beneficial interests) of beneficial ownership (determined as provided in the rules under Section 13 of the Exchange Act) of more than 50% in voting power of the outstanding Common Stock; or (iv) a majority of the members of the Board being persons who were not Directors on the Effective Date of the Plan and whose election was not approved by a vote of at least a majority of the members of the Board of Directors who either were members of the Board on the Effective Date of the Plan or whose election, or nomination for election, to the Board was approved by such a majority. Notwithstanding the foregoing, no event or condition shall constitute a Change in Control to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Change in Control to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the imposition of such 20% tax. “Class A Common Stock” means the Company’s Class A Common Stock, par value $.10 per share, either currently existing or authorized hereafter. “Class B Common Stock” means the Company’s Class B Common Stock, par value $.10 per share, either currently existing or authorized hereafter. “Code” means the Internal Revenue Code of 1986, as amended. “Committee” means the Compensation Committee of the Board of Directors of the Company. “Common Stock” means the Company’s Class A Common Stock or Class B Common Stock, either currently existing or authorized hereafter. “Company” means Lennar Corporation, a Delaware corporation. “Corporate Event” has the meaning set forth in Section 12. “Deferred Shares” has the meaning set forth in Section 6.4(a). “Director” means a director of the Company or one of its Subsidiaries. “Disability” means, unless otherwise provided by the Committee in the Participant’s Award Agreement, the occurrence of an event which would entitle an employee of the Company to the payment of disability income under one of the Company’s approved long-term disability income plans or a long-term disability as determined by the Committee in its absolute discretion pursuant to any other standard as may be adopted by the Committee. Notwithstanding the foregoing, no circumstances or condition shall constitute a Disability to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or condition shall continue to constitute a Disability to the maximum extent possible (e.g., if applicable, in respect of vesting without an acceleration of distribution) without causing the imposition of such 20% tax. “Effective Date” has the meaning set forth in Section 1. “Eligible Person” means an officer, Director, or employee of the Company or its Subsidiaries or other person expected to provide significant services to the Company or its Subsidiaries; provided that, with respect to any Award that is intended to be an Incentive Stock Option, the term “Subsidiary” as used in this definition shall include only those entities that qualify as a “subsidiary corporation” with respect to the Company within the meaning of Section 424(f) of the Code. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Executive Participant” means an “officer” as defined under Rule 16a-1(f) under the Exchange Act. “Fair Market Value” of a Share as of a particular date means (i) if Shares of that class are then listed on a national stock exchange or quoted on a national quotation system, the last sale price per Share of that class reported on that exchange or quotation system on that date (or if there are no reported sales on that date, on the last preceding date on which a sale of Shares of that class was reported on such exchange or quotation system); (ii) if Shares of that class are not then listed on a national stock exchange or quoted on a national quotation system, but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares of that class in such over-the-counter market on that date (or if there are no bid and asked prices for the Shares of that class reported on that date, on the last preceding date on which there were bid and asked prices reported in such market); or (iii) if Shares are not then listed on a national stock exchange, quoted on a national quotation system or traded on an over-the-counter market, such value as the Committee in its discretion may in good faith determine.

  147. 2016 Equity Incentive Plan

    “Good Reason” means, with respect to a Participant who is an employee of the Company or one or more of its Subsidiaries, (i) a reduction in the Participant’s base salary (other than a reduction of not greater than 10% that applies to all executives of a comparable level); (ii) a reduction in the Participant’s target cash annual incentive opportunity; (iii) a material reduction in the aggregate value of the Participant’s benefits under the employee benefit plans, programs and policies in which the Participant participates; (iv) a material diminution in the Participant’s reporting relationship, title or responsibilities; or (v) a requirement by the Company or its Subsidiary to which the Participant does not consent that the Participant move the principal place of business at or from which the Participant works by more than 50 miles, if such relocation results in an increase in the Participant’s daily commute by more than 10 miles each way. “Grantee” means an Eligible Person granted Restricted Stock or Phantom Shares, or granted other equity-based Awards pursuant to Section 7 (but not an Optionee). “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422(b) of the Code. “Non-Employee Director” means a member of the Board who is not otherwise employed by the Company or any Subsidiary. “Non-Qualified Stock Option” means an Option which is not an Incentive Stock Option. “Option” means the right to purchase, at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee. “Optionee” means an Eligible Person to whom an Option is granted, or the Successors of the Optionee, as the context so requires. “Option Price” means the price per share of Common Stock, determined by the Board or the Committee, at which an Option may be exercised. “Participant” means a Grantee or Optionee. “Performance Goals” have the meaning set forth in Section 8. “Phantom Share” means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. “Phantom Share Value,” per Phantom Share, means the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market Value to the extent in excess of a base value established by the Committee at the time of grant. “Plan” means the Company’s 2016 Equity Incentive Plan, as in effect from time to time. “Qualified Member” means a member of the Committee who is a “non-employee director” of the Company as defined in Rule 16b-3(b)(3) under the Exchange Act and an “independent director” within the meaning of the applicable stock exchange rules. “Restricted Stock” means an award of Shares that are subject to restrictions hereunder. “Retirement” means, unless otherwise provided by the Committee in the Participant’s Award Agreement, the Termination of Service (other than for Cause) of a Participant on or after the Participant’s attainment of age 65 or on or after the Participant’s attainment of age 60 with 15 consecutive years of service with the Company and or its Subsidiaries or its affiliates. “Securities Act” means the Securities Act of 1933, as amended. “Settlement Date” means the date determined under Section 6.4(c). “Shares” means shares of Common Stock of the Company. “Subsidiary” means any corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity (other than the Company) that, directly or indirectly through one or more intermediaries, is controlled by, or is under common control with, the Company. “Successor of the Optionee” means the legal representative of the estate of a deceased Optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee. “Termination of Service” means a Participant’s termination of employment or other service, as applicable, with the Company and its Subsidiaries. Unless otherwise provided in the Award Agreement, cessation of service as an officer, employee, or Director, or other covered positions shall not be treated as a Termination of Service if the Participant continues without interruption to serve thereafter in another one (or more) of such capacities, and Termination of Service shall be deemed to have occurred when service in the final covered capacity ceases. ATTN: LEGAL DEPARTMENT 700 N.W. 107TH AVENUE MIAMI, FL 33172