8-K - LEN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

February 28, 2022

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11749	95-4337490
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

700 Northwest 107^th^ Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A Common Stock, par value $.10	LEN	New York Stock Exchange
Class B Common Stock, par value $.10	LEN.B	New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 28, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of Lennar Corporation (the “Company”) approved 2022 award agreements under the Company’s 2016 Incentive Compensation Plan, as amended, relating to incentive compensation for Stuart Miller, the Company’s Executive Chairman, Rick Beckwitt, the Company’s Co-Chief Executive Officer and Co-President, and a Director, Jonathan Jaffe, the Company’s Co-Chief Executive Officer and Co-President, and a Director, Diane Bessette, the Company’s Vice President, Chief Financial Officer and Treasurer, Jeff McCall, the Company’s Executive Vice President, and Mark Sustana, the Company’s Vice President, General Counsel and Secretary. The award agreements describe cash bonus opportunities based on the achievement of specified performance goals. Copies of the award agreements are filed as Exhibit 10.1 hereto.

In addition, on February 28, 2022, the Committee approved 2022 award agreements under the Company’s 2016 Equity Incentive Plan under which Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall were granted target awards of 105,260, 92,390, 92,390, 12,520 and 9,740 shares of Class A common stock, respectively, that are subject to performance-based vesting conditions, and 105,260, 92,390, 92,390, 12,520 and 9,740 shares of Class A common stock, respectively, that are subject to service-based vesting conditions. A copy of the form of award agreement is filed as Exhibit 10.2 hereto. In addition, Mr. Sustana was granted 15,025 shares of Class A common stock, one-third of which vest on each of February 14, 2023, February 14, 2024, and February 14, 2025. Mr. Sustana’s award agreement is in the form generally used under the 2016 Equity Incentive Plan.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No.	Description of Document
10.1	2022 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette, Mr. McCall and Mr. Sustana.
10.2	Form of 2022 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall.
104	Cover page Interactive data file (embedded with in the inline XBRL document)

SIGNATURES

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

Date: March 4, 2022	Lennar Corporation
	By:	/s/ Diane Bessette
	Name:	Diane Bessette
	Title:	Vice President, Chief Financial Officer and Treasurer

EX-10.1

Exhibit 10.1

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

EXECUTIVE CHAIRMAN

NAME	ASSOCIATE ID#	TARGET AWARD OPPORTUNITY [1]
Stuart Miller	100003	0.58% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]
[1]	The 2022 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan, is intended to<br>encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors,<br>based on its assessment of quantitative and qualitative performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory<br>management, corporate governance, customer satisfaction, and peer/competitor comparisons.
---	---
[2]	Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement<br>of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. **** Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.
---	---
[3]	Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity - Intangible Assets +<br>Homebuilding Debt.
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•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her<br>employment with the Company or Affiliate Companies. For purposes of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at<br>any time during the three months preceding the Associate’s termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the<br>Non-Solicitation Period. Associate must disclose these obligations regarding solicitation to any employer with whom Associate becomes employed during the<br>Non-Solicitation Period prior to commencing such employment.
---	---
•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
---	---
•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
---	---
•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
---	---
•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
---	---
•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
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The Company and Associate acknowledge and agree that bonuses are not automatic, but are awarded for individual performance, not just excellent market conditions. The Company shall make the final and binding determination of any amount payable under this Agreement; whether and/or when a bonus payment is quantifiable; whether an adjustment to any bonus is appropriate; and all standards, goals, targets, plans, deliveries, and benchmarks and whether they were met. Associate’s receipt of any bonus under this Agreement does not indicate or suggest that Associate will be eligible for any additional bonus at any time.

Signature:
Date:
	Stuart Miller<br> <br>Executive Chairman<br><br><br>Lennar Corporation	Steven Gerard<br> <br>Chairman, Compensation<br>Committee<br> <br>Lennar Corporation

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

CO-CHIEF EXECUTIVE OFFICER & CO-PRESIDENT

NAME	ASSOCIATE ID#	TARGET AWARD OPPORTUNITY [1]
Rick Beckwitt	168230	0.51% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]
[1]	The 2022 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan, is intended to<br>encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors,<br>based on its assessment of quantitative and qualitative performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory<br>management, corporate governance, customer satisfaction, and peer/competitor comparisons.
---	---
[2]	Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement<br>of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. **** Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.
---	---
[3]	Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity - Intangible Assets +<br>Homebuilding Debt.
---	---
•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her<br>employment with the Company or Affiliate Companies. For purposes of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at<br>any time during the three months preceding the Associate’s termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the<br>Non-Solicitation Period. Associate must disclose these obligations regarding solicitation to any employer with whom Associate becomes employed during the<br>Non-Solicitation Period prior to commencing such employment.
---	---
•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
---	---
•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
---	---
•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
---	---
•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
---	---
•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
---	---

Signature:
Date:
	Rick Beckwitt<br><br><br>Co-Chief Executive Officer & Co-President<br><br><br>Lennar Corporation	Stuart Miller<br> <br>Executive Chairman<br><br><br>Lennar Corporation

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

CO-CHIEF EXECUTIVE OFFICER & CO-PRESIDENT

NAME	ASSOCIATE ID#	TARGET AWARD OPPORTUNITY [1]
Jon Jaffe	103706	0.51% of Lennar Corporation Pretax Income [2] after a 7.3% capital charge [3]
[1]	The 2022 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan, is intended to<br>encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors,<br>based on its assessment of quantitative and qualitative performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory<br>management, corporate governance, customer satisfaction, and peer/competitor comparisons.
---	---
[2]	Pretax income shall take into account and adjust for goodwill charges, losses or expenses on early retirement<br>of debt, impairment charges, and acquisition or deal costs related to the purchase or merger of a public company. **** Pretax Income is calculated as Net Earnings attributable to Lennar plus/minus income tax expense/benefit.
---	---
[3]	Capital charge is calculated as follows: Tangible Capital = Stockholders’ Equity - Intangible Assets +<br>Homebuilding Debt.
---	---
•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her<br>employment with the Company or Affiliate Companies. For purposes of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at<br>any time during the three months preceding the Associate’s termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the<br>Non-Solicitation Period. Associate must disclose these obligations regarding solicitation to any employer with whom Associate becomes employed during the<br>Non-Solicitation Period prior to commencing such employment.
---	---
•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
---	---
•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
---	---
•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
---	---
•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
---	---
•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
---	---

Signature:
Date:
	Jon Jaffe<br><br><br>Co-Chief Executive Officer & Co-President<br><br><br>Lennar Corporation	Stuart Miller<br> <br>Executive Chairman<br><br><br>Lennar Corporation

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

CHIEF FINANCIAL OFFICER

NAME	DEPARTMENT	ASSOCIATE ID#	TARGET AWARD OPPORTUNITY [1]
Diane Bessette	Executive	100128	200% of base salary

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

PERFORMANCE CRITERIA [2](see definitions section formore detail)	PERCENTOFTARGETAWARD	PERFORMANCE LEVELS/TARGET BONUSOPPORTUNITY
		THRESHOLD	% OF TARGET
Individual Performance — Based on annual Performance Appraisal review determined at the end of the fiscal year by current supervisor.	60%	Good<br>Very Good<br>Excellent	20%<br><br><br>40%<br> <br>60%
Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation — As determined by the Corporate Governance Committee	40%	Good<br>Very Good<br>Excellent	10%<br><br><br>25%<br> <br>40%
TOTAL [1]	100%
UPSIDE POTENTIAL:		2022 Outperformance Goals forReference Below
Based on Achievement of Outperformance Goals	Up to 100% of Target	• Be the Leader for Continued Transformation in 2022:<br><br><br><br> <br>• Recreate the Planning<br>Organization’s Forecast Process and Deliverables<br> <br><br><br><br>• Transform and Create Efficiencies within the Treasury Organization<br><br><br><br> <br>• Transform and Create<br>Efficiencies within the Internal Audit Organization<br> <br><br><br><br>• Maximize Cash Generation and Allocate Capital to Create Greater Shareholder Value<br><br><br><br> <br>• Successful Completion of<br>Spinoff of Ancillary Businesses
[1]	The 2022 Target Bonus Opportunity is intended to encourage superior performance and achievement of the<br>Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of quantitative and qualitative<br>performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the associate’s performance to others in the program, economic or market considerations, etc.
---	---
[2]	The Co-CEOs may adjust the weightings for the performance criteria at<br>their sole discretion.
---	---
•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her<br>employment with the Company or Affiliate Companies. For purposes of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at<br>any time during the three months preceding the Associate’s termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the<br>Non-Solicitation Period. Associate must disclose these obligations regarding solicitation to any employer with whom Associate becomes employed during the<br>Non-Solicitation Period prior to commencing such employment.
---	---
•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
---	---
•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
---	---
•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
---	---
•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
---	---
•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
---	---

Signature:
Date:
	Rick Beckwitt<br><br><br>Co-Chief Executive Officer and Co-President<br><br><br>Lennar Corporation	Jon Jaffe<br><br><br>Co-Chief Executive Officer and Co-President<br><br><br>Lennar Corporation

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

EXECUTIVE VICE PRESIDENT

NAME	DEPARTMENT	ASSOCIATE ID	TARGET AWARD OPPORTUNITY [1]
Jeff McCall	LTS, Cyber Security, HR & Facilities Management	207613	350% of base salary

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

PERFORMANCE CRITERIA [2](see definitions section formore detail)	PERFORMANCE LEVELS/MAX BONUSOPPORTUNITY
	Percentage of<br><br><br>Base Salary	Threshold	Scale
Departmental Budget Management [3]:	Up to 90%	Good<br>Very Good<br>Excellent	50%<br><br><br>70%<br> <br>90%
Associate development including, but not limited to:<br><br><br>- Establish management training program 2.0<br><br><br>- Launch company-wide pulse surveys<br><br><br>- Roll-out extended self-paced learning modules	Up to 130%	Good<br>Very Good<br>Excellent	80%<br><br><br>100%<br> <br>130%
Leadership of Strategic Initiatives including:<br><br><br>- Identify and hire new leader for HR department<br><br><br>- Prepare company for the spin-off of the asset management business	Up to 130%	Good<br>Very Good<br>Excellent	80%<br><br><br>100%<br> <br>130%
[1]	The 2022 Target Bonus Opportunity is intended to encourage superior performance and achievement of the<br>Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of quantitative and qualitative<br>performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the associate’s performance to others in the program, economic or market considerations, etc.
---	---
[2]	The Co-CEOs may adjust the weightings for the performance criteria at<br>their sole discretion.
---	---
[3]	Budget includes the sum of IT, HR, and Cybersecurity Cost Centers.
---	---
•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her<br>employment with the Company or Affiliate Companies. For purposes of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at<br>any time during the three months preceding the Associate’s termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the<br>Non-Solicitation Period. Associate must disclose these obligations regarding solicitation to any employer with whom Associate becomes employed during the<br>Non-Solicitation Period prior to commencing such employment.
---	---
•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
---	---
•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
---	---
•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
---	---
•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
---	---
•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
---	---

Signature:
Date:
	Rick Beckwitt<br><br><br>Co-Chief Executive Officer & Co-President<br><br><br>Lennar Corporation	Jon Jaffe<br><br><br>Co-Chief Executive Officer & Co-President<br><br><br>Lennar Corporation

LOGO

LENNAR CORPORATION

2022 TARGET BONUS OPPORTUNITY

SR. CORPORATE MANAGEMENT ASSOCIATES

NAME	DEPARTMENT	ASSOCIATE ID	TARGET AWARD OPPORTUNITY [1]
Mark Sustana	Legal	163237	Up to 100% of Base Salary

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

PERFORMANCE CRITERIA [2](see definitions section formore detail)	PERCENTOF TARGETAWARD	PERFORMANCE LEVELS/TARGET BONUSOPPORTUNITY
		THRESHOLD	% OF TARGET
Individual Performance — Based on annual Performance Appraisal review determined at<br>the end of the fiscal year by current supervisor.	60%	Good<br>Very Good<br>Excellent	20%<br><br><br>40%<br> <br>60%
Corporate Governance, Company Policy and Procedure Adherence, and Internal Audit Evaluation<br>— As determined by the Corporate Governance Committee	40%	Good<br>Very Good<br>Excellent	10%<br><br><br>25%<br> <br>40%
TOTAL [1]	100%
UPSIDE POTENTIAL:		2022 Outperformance Goals forReference Below
Based on Achievement of Outperformance Goals	Up to 155% of Target	• Litigation Management<br><br><br><br> <br>• Regulatory Compliance<br><br><br><br> <br>• Oversight of Risk<br>Management<br> <br><br> <br>• Oversight of<br>Government Affairs<br> <br><br><br><br>• Successful Completion of Special Projects
[1]	The 2022 Bonus Opportunity program is intended to encourage superior performance and achievement of the<br>Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of quantitative and qualitative<br>performance. Factors that may cause an adjustment include, but are not limited to, a comparison of the Associate’s performance to others in the program, economic or market considerations, etc.
---	---
[2]	The Co-CEOs and CFO may adjust the weightings for the performance<br>criteria at their sole discretion.
---	---
•	BONUS PAYMENTS: To earn a bonus pursuant to this Agreement, Associate must, in addition to all other<br>requirements herein, comply with all legal and ethical standards set forth in the Company’s Associate Reference Guide (“ARG”) and Code of Business Ethics and Conduct. A bonus otherwise earned under this Agreement shall be paid no<br>later than February 28th of the year following the fiscal year for which the bonus is due, or if such day is not a business day, the next business day. Any bonus under this Agreement must be fully earned within the fiscal year stated above, subject<br>to proration described below. A bonus for periods after this fiscal year is paid at the sole discretion of the Company, and in amounts determined at the sole discretion of the Company. Associate must be a full-time active employee with the Company<br>on the date of payment (or on a leave of absence approved pursuant to the ARG) to earn a bonus, and no bonus will be paid or earned after Associate’s employment with the Company ends, regardless of whether the termination is voluntary or<br>involuntary.
---	---
•	PRORATION: Unless otherwise provided by law, bonuses tied to accomplishing objectives over a specific<br>period of time will be prorated based on the number of calendar days Associate was a full-time active employee with the Company during that period. This proration applies to all types of leave, including medical and<br>non-medical.
---	---
•	NO PRIOR AGREEMENTS: Associate represents that Associate has no agreements, relationships, or commitments<br>to any other person or entity that conflict with or would prevent Associate from performing any of Associate’s obligations to the Company. Associate has not disclosed and will not disclose to the Company and/or any affiliates and/or<br>subsidiaries (“Affiliate Companies”), and will not use or induce the Company and/or any Affiliate Companies to use, any confidential or proprietary information or trade secrets belonging to others. Associate represents and warrants that<br>Associate has not given or disclosed to the Company any property or confidential or trade secret information belonging to others. Associate agrees to indemnify, defend and hold harmless the Company and Affiliate Companies, and their officers,<br>members, directors and employees, from any and all claims, damages, costs, expenses or liability, including reasonable attorneys’ fees, incurred in connection with or resulting from any breach or default of the representations and warranties<br>contained in this provision.
---	---
•	AT-WILL EMPLOYMENT: Associate’s employment is at-will. Associate may resign from Associate’s employment at any time with or without cause or notice and the Company may terminate Associate’s employment at any time with or without cause or notice.<br>
---	---
•	CONFIDENTIALITY AND NON-DISPARAGEMENT: By virtue of<br>Associate’s employment with the Company, Associate will have access to and become familiar with various confidential and/or proprietary information, as described in Section 5.2 of the ARG, and Associate specifically agrees to comply with<br>Section 5.2 of the ARG. Also, in accordance with Section 5.34 of the ARG, Associate agrees that Associate will not make any inaccurate, disparaging, or defamatory statements concerning the Company or the Company’s products, services,<br>officers or employees, during or following Associate’s employment with the Company, subject to Associate’s right to communicate with governmental bodies or agencies and/or to engage in activity protected by the National Labor Relations Act<br>or any other applicable federal, state or local law.
---	---
•	NO SOLICITATION: Associate agrees that during Associate’s employment with the Company and for twelve<br>(12) months following the termination of Associate’s employment with the Company (“Non-Solicitation Period”), Associate will not directly or indirectly, on Associate’s own behalf or<br>through others, employ, suggest employment, or offer employment to any Applicable Associate of the Company and/or its
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<br>Affiliate Companies, nor will Associate solicit, recruit, influence, or encourage any Applicable Associate to terminate his or her employment with the Company or Affiliate Companies. For purposes<br>of this Agreement, “Applicable Associate” shall mean any person who is or was employed by the Company or Affiliate Companies at the time of Associate’s termination or at any time during the three months preceding the Associate’s<br>termination of employment with the Company; or who is or was employed by the Company or Affiliate Companies at any time during the Non-Solicitation Period. Associate must disclose these obligations regarding<br>solicitation to any employer with whom Associate becomes employed during the Non-Solicitation Period prior to commencing such employment.
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•	CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law,<br>Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related<br>to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the<br>event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to<br>it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by<br>the Company under this clawback provision from any wages owed to Associate by the Company.
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•	ARBITRATION AND EQUITABLE RELIEF: Associate affirms that the Company’s Dispute Resolution –<br>Mediation & Arbitration Policy (“ADR Policy”) set forth in Section 1.8 of the ARG will apply to and govern all disputes related to Associate’s employment (including, but not limited to, this Agreement), in accordance<br>with the ADR Policy.
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•	ENTIRE AGREEMENT; AMENDMENT; SURVIVING PROVISIONS; ASSIGNMENT: This Agreement constitutes the entire<br>agreement between the parties with respect to Associate’s bonus and other matters stated herein, and supersedes and replaces all other agreements and negotiations, whether written or oral, pertaining to Associate’s bonus or any other<br>matter stated herein. This Agreement may not be amended unless done so in writing and signed by Associate and an authorized representative of the Company. The following provisions of this Agreement survive the termination of this Agreement and/or<br>the termination of Associate’s employment with the Company, irrespective of the grounds or reasons for such termination: “No Prior Agreements;” “Confidentiality and Non-Disparagement;”<br>“Non-Solicitation;” “Clawback;” “Arbitration and Equitable Relief;” “Severability; ARG;” and this provision. This Agreement and all rights under this Agreement shall be<br>binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. Associate shall<br>not, without the prior written approval (by a writing which does not include an electronic communication) of the Company, assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity.<br>
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•	SEVERABILITY; ARG: The provisions of this Agreement are severable, and if any part of this Agreement is<br>found to be invalid or unenforceable, the remainder of this Agreement will not be affected and shall continue in full force and effect. If the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit<br>enforcement thereof to its full extent, then the Court or Arbitrator (as applicable, per the ADR Policy) is specifically authorized by the parties to enforce any such restriction or covenant to the maximum extent permitted by law, and Associate<br>hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any proceeding brought to enforce such restriction or covenant. Associate will remain obligated to comply with all Company rules, policies,<br>practices, and procedures, including any and all policies contained in the ARG as amended from time to time. In the event of a conflict between this Agreement and the ARG, the ARG shall govern.
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•	COUNTERPARTS AND ELECTRONIC SIGNATURE: This Agreement may be executed in multiple counterparts. If this<br>Agreement is electronically executed, it shall be deemed an electronic record, as the term is defined in the Electronic Signatures in Global and National Commerce Act and applicable state law (collectively, the “Applicable Law”). Clicking<br>or otherwise activating any button associated with this Agreement demonstrates Associate’s intent to sign the Agreement and/or and represents Associate’s electronic signature, as the term is defined in the Applicable Law. Additionally, by<br>Associate’s review of this Agreement and/or clicking on any button, Associate and the Company agree to use and accept electronic records and electronic signatures.
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Signature:
	Rick Beckwitt	Jon Jaffe
Date:	Co-Chief Executive Officer & Co-President	Co-Chief Executive Officer & Co-President
	Lennar Corporation	Lennar Corporation
Diane Bessette
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VP, Chief Financial Officer & Treasurer
Lennar Corporation

EX-10.2

Exhibit 10.2

LENNAR CORPORATION

2022RESTRICTED STOCK AGREEMENT

This is to certify that Lennar Corporation (“Lennar”) has granted (the “Grantee”) shares of Class A common stock, which are subject to the performance-based vesting criteria set forth below (the “Performance Shares”), and shares of Class A common stock, which are subject to the time-based vesting criteria set forth below (the “Restricted Shares”, and together with the Performance Shares, the “Shares”). The Shares are being issued under the Lennar Corporation 2016 Equity Incentive Plan (the “Plan”). All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.

Performance Shares

The number of Performance Shares that the Grantee actually earns for the Performance Period will be determined based on the level of achievement of the performance goals set forth in the table below (the “Performance Goals”), with Performance Shares to be earned if target performance levels are achieved. For purposes of this Agreement, the term “Performance Period” shall be the period commencing on December 1, 2021 and ending on November 30, 2024. All determinations of whether the Performance Goals have been achieved, the number of Performance Shares earned by the Grantee, and all other matters related to the Performance Shares shall be made by the Committee in its sole discretion. The Performance Shares are subject to forfeiture until they vest. Except as otherwise provided herein, the Performance Shares will vest and become non-forfeitable, if at all, on the date the Committee certifies the achievement of the Performance Goals (the “Vesting Date”). Performance Shares that have not vested by the Vesting Date shall be forfeited. Promptly following completion of the Performance Period (and no later than ninety (90) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Performance Shares that the Grantee shall earn, if any.

Payout	Relative Gross<br><br><br>Profit Percentage*	Relative Return on<br><br><br>Tangible Capital*	Relative Total<br>Shareholder Return*	Debt/EBITDA<br><br><br>Multiple
0%	< 25^th^ Percentile	< 25^th^ Percentile	< 25^th^ Percentile	> 1.25
50% (threshold)	25^th^ Percentile	25^th^ Percentile	25^th^ Percentile	1.00
100% (target)	50^th^ Percentile	50^th^ Percentile	50^th^ Percentile	0.75
200% (maximum)	75^th^ Percentile	75^th^ Percentile	75^th^ Percentile	≤ .50
*	Relative Gross Profit Percentage, Relative Return on Tangible Capital, and Relative Total Shareholder Return<br>are determined using Lennar’s Peer Group consisting of Beazer Homes USA, Inc., D.R. Horton, Inc., KB Home, M.D.C. Holdings, Inc., Meritage Homes Corporation, NVR, Inc., PulteGroup, Inc., Taylor Morrison Home Corporation, Toll Brothers, Inc.,<br>and TRI Pointe Group, Inc. In the event a company within the Peer Group is acquired by a company outside the Peer Group, the company would be removed from the Peer Group. In the event a company files for bankruptcy during the performance period, the<br>company’s gross profit percentage, return on tangible capital, and total shareholder return would be reduced to -100% (i.e., assumed as worst performer within the Peer Group on the respective metrics).<br>
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Payouts for performance between threshold and target payout levels and between target and

maximum payout levels will be calculated by linear interpolation. The number of Performance Shares earned is determined independently for each component (e.g., maximum achievement for the relative gross profit percentage component, target achievement for the relative return on tangible capital component, target achievement for the relative total shareholder return, and below-threshold achievement for debt/EBITDA multiple component results in 100% payout).

In the event the Grantee has a Termination of Service on account of death or Disability prior to the Vesting Date, the Grantee will vest immediately on such date in the target number of Performance Shares.

In the event the Grantee has a Termination of Service on account of Retirement prior to the Vesting Date, the Grantee will vest in the number of shares that the Grantee would have earned if the Grantee had remained employed for the entire Performance Period. The actual payout will not occur until after the end of the Performance Period, at which time Lennar’s performance during the Performance Period will be used to

determine the number of shares that the Grantee would have earned if the Grantee had remained employed for the entire Performance Period. The payout to the Grantee who has a Termination of Service on account of Retirement will be made at approximately the same time as payouts are made to other Grantees with similar awards who are still employed by Lennar.

If within twenty-four months after a Change in Control, an event set forth in Section 13 of the Plan occurs, the Grantee will vest immediately on such date in the target number of Performance Shares.

Any cash dividends or other distributions on the Performance Shares are 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 Performance Shares with respect to which they were paid or distributed (without regard to any time-based vesting criteria applicable thereto). In calculating the amount of cash dividends or other distributions to be paid, the total Performance Shares earned by the Grantee at the end of the Performance Period will be used, and those Performance Shares will be considered to be outstanding for the whole Performance Period.

Restricted Shares

The Restricted Shares subject to this Agreement shall be non-vested and subject to forfeiture as of the date of this Agreement. The Restricted Shares will vest as follows:

Vesting Date	% of Total<br>Award Vesting
February 14, 2023		1/3
February 14, 2024		1/3
February 14, 2025		1/3
Total	****	100	%

The Restricted Shares may be forfeited prior to vesting upon specified conditions as set forth in the Plan.

General

Lennar, or a subsidiary of Lennar, is required to collect from the Grantee and to pay withholding tax upon the vesting (or other income-recognition event) of any Shares. The Grantee will pay the withholding tax by the use of Shares becoming vested (or for which there was an income-recognition event) with a value as set forth in the Plan. If the Grantee is required to pay withholding tax with regard to shares that have not vested, a number of shares with a value equal to the amount of the withholding tax will be deemed immediately vested. Unless otherwise determined by the Committee, the Shares may not be assigned or transferred while they remain subject to possible forfeiture.

The Plan contains additional provisions which will affect the Shares. The Shares are subject in all respects to the Plan’s terms and conditions as they may be amended from time to time in accordance with the Plan, which terms and conditions are incorporated herein by reference and made a part hereof and shall control in the event of any conflict with any other terms of this Agreement. A copy of the Plan is enclosed in this package in the “Award Information” section.

Dated:	LENNAR CORPORATION
February 28, 2022
	By: