Lennox International

Director Stock Ownership Guidelines

Stock Ownership Guidelines


Director   |   Executive

Definitions

“Committee” means the Compensation & Human Resources Committee of the Board of Directors of the Company.

“Company” means Lennox International Inc.

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

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

Ownership Requirements


Within three years from the later of January 1, 2010, or the date elected to the Board of the Company, each Director must acquire and hold, at a minimum, Eligible Equity in an amount equal to three times the total value of his or her annual retainer.

Within five years from the later of January 1, 2010, or the date elected to the Board of the Company, each Director must acquire and hold, at a minimum, Eligible Equity in an amount equal to four times the total value of his or her annual retainer.

Compliance Calculations


The value of Eligible Equity will be calculated annually as of December 31 using an average of the daily closing prices of the Company’s stock for the full calendar year, as reported by the New York Stock Exchange. The annual calculation will use the total value of a Director’s annual retainer in effect as of December 31.

Failure to Comply


The Committee has responsibility to administer these Guidelines. If a Director fails to meet these Guidelines, the Committee will examine the totality of the circumstances and determine any appropriate action or corrective measures, including whether circumstances exist to allow a Director additional time to achieve the required ownership level.