Exhibit 10.2
Side Letter
LSB Industries, Inc.
February 10, 2026
Mark T. Behrman
3503 NW 63rd Street, Suite 500
Oklahoma City, OK 73116-2238
Re: Amendment to Outstanding Equity Awards – Qualifying Retirement Provisions
Dear Mark:
This Side Letter Agreement (this “Side Letter”) is entered into as of February 10, 2026, by and between LSB Industries, Inc. (the “Company”) and Mark T. Behrman (“you”).
Reference is made to all outstanding equity awards (the "Outstanding Awards") granted to you by the Company pursuant to the LSB Industries, Inc. 2025 Long-Term Incentive Plan (the "Plan") and any applicable predecessor plans, including all outstanding restricted stock units subject to time-based vesting conditions ("TRSUs") and restricted stock units subject to performance-based vesting conditions ("PRSUs") held by you as of the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan or the applicable award agreements.
This Side Letter hereby amends, effective as of the date hereof, each of your Outstanding Awards to incorporate the qualifying retirement provisions set forth below, which shall apply notwithstanding any contrary provisions in your existing award agreements. In addition, the Company agrees that, unless you agree in writing otherwise, any future awards that the Company grants to you pursuant to the Plan shall include the same qualifying retirement provisions described in this Side Letter.
Amendment to TRSU Accelerated Vesting Provisions
Each Outstanding Award agreement governing TRSUs is hereby amended to provide that, notwithstanding any other provision therein, upon a Qualifying Retirement (as defined below), all outstanding TRSUs shall accelerate and vest in full. In addition, all Replacement Awards shall vest in full upon your Qualifying Retirement.
Amendment to PRSU Accelerated Vesting Provisions
Each Outstanding Award agreement governing PRSUs is hereby amended to provide that upon a Qualifying Retirement, all outstanding PRSUs, including any PRSUs subject to a Replacement Award, shall accelerate and vest in full at the greater of (i) the target number of PRSUs granted pursuant to the applicable award agreement and (ii) the number of PRSUs earned based on actual performance through the date of such Qualifying Retirement, as determined by the Committee in its sole discretion.
Definition of Qualifying Retirement
For purposes of each of your Outstanding Awards, "Qualifying Retirement" means a Termination of Service due to voluntary retirement, provided that (i) such Termination of Service occurs on or after the date you have reached age 63 and have completed at least five years of service with the Company or the Company Group, (ii) such Termination of Service occurs more than one year after the applicable Date of Grant, and (iii) the Company has not determined in good faith that Cause exists immediately prior to such Termination of Service.