EXHIBIT 10(c)
PULTE HOMES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 2005)
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.................................................... 1
1.1 Beneficiary........................................................ 1
1.2 Board.............................................................. 1
1.3 Company............................................................ 2
1.4 Deferral Account................................................... 2
1.5 Deferral Date...................................................... 2
1.6 Deferral Period.................................................... 2
1.7 Deferral Year...................................................... 2
1.8 Determination Date................................................. 2
1.9 Director........................................................... 2
1.10 Disability......................................................... 2
1.11 Effective Date..................................................... 2
1.12 Election Form...................................................... 2
1.13 Election Period.................................................... 2
1.14 Fees............................................................... 2
1.15 Participant........................................................ 2
1.16 Payment Date....................................................... 2
1.17 Plan............................................................... 3
ARTICLE II ELIGIBILITY................................................... 3
ARTICLE III DEFERRAL OF FEES............................................. 3
ARTICLE IV DEFERRAL ACCOUNT.............................................. 3
4.1 Creation and Maintenance of Deferral Account..................... 3
4.2 Earnings......................................................... 3
ARTICLE V PAYMENTS....................................................... 4
5.1 Deferral Periods................................................... 4
5.2 Payment Period..................................................... 4
(a) Payment Period For Regular Deferral Period.................... 4
(b) Payment Period For Termination Deferral Period................ 4
5.3 Payment Date....................................................... 4
5.4 Actual Payments.................................................... 4
ARTICLE VI MISCELLANEOUS................................................. 4
6.1 No Trust........................................................... 4
6.2 Funding Arrangements............................................... 4
6.3 Nonforfeitability.................................................. 4
6.4 Spendthrift Provision.............................................. 4
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6.5 Successors, Etc.................................................... 6
6.6 Severability....................................................... 6
6.7 Governing Law...................................................... 6
6.8 Gender and Number Construction..................................... 6
6.9 Incapacity of Recipient............................................ 6
6.10 Amendment and Termination of Plan.................................. 6
6.11 Interpretation..................................................... 6
6.12 Procedures and Forms............................................... 6
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PULTE HOMES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE AS OF JANUARY 1, 2005)
PREAMBLE
This Pulte Homes, Inc. Deferred Compensation Plan for Non-Employee
Directors (the "Plan") is effective January 1, 2005. This Plan is being
established by Pulte Homes, Inc. (the "Company") to provide members of the Board
of Directors of the Company who are not employees of the Company an additional
incentive to remain in the service of the Company by permitting them to defer
all or a portion of the fees earned for services performed as a member of the
Company's Board of Directors.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the
following respective meanings, unless the context requires otherwise:
1.1"BENEFICIARY" means the person or persons designated in writing by a
Participant to the Company. Such a written designation may be made at any time
by a Participant and may, from time to time, be amended or revoked; provided,
however, no designation, amendment or revocation thereof shall be effective if
delivered to the Company after a Participant's death, unless the Company shall
otherwise consent. In the absence of an effective designation of Beneficiary, or
if the designated Beneficiary shall not survive a Participant, such
Participant's Beneficiary shall be deemed to be the individual (or the
individuals in equal shares, per capita) in the first of the following classes
of successive preference beneficiaries, of which there shall be any individual
surviving the Participant:
(a) his spouse;
(b) his children (and the children of a deceased child, per
stirpes);
(c) his parents; or
(d) his brothers and sisters (and children of deceased brothers
and sisters, per stirpes).
In the event of the failure of all of the above categories, a Participant's
estate shall be deemed to be his Beneficiary.
1.2"BOARD" means the Board of Directors of the Company.
1.3."COMPANY" shall have the meaning set forth in the Preamble hereof.
1.4 "DEFERRAL ACCOUNT" means the bookkeeping account established by the
Company with respect to a Director pursuant to Article IV (Deferral Account) for
the purpose of recording the amount of the Fees being deferred pursuant to this
Plan, the amount of any earnings credited thereto pursuant to Article IV
(Deferral Account), and any payments made pursuant to Article V (Payments).
1.5 "DEFERRAL DATE" means the first business day of the calendar quarter
following the calendar quarter during which Fees are earned on which it is
reasonably possible to credit amounts to a Participant's Deferral Account.
1.6 "DEFERRAL PERIOD" means the interval between the Deferral Date and
the first Payment Date.
1.7 "DEFERRAL YEAR" means a calendar year during which Fees are earned
by a Director and are deferred pursuant to Article III (Deferral of Fees).
1.8 "DETERMINATION DATE" means each December 31st and such other date or
dates as of which the Company determines the balance of the Deferral Account.
1.9 "DIRECTOR" means a member of the Board who is not an employee of the
Company.
1.10 "DISABILITY" means a physical or mental condition of a Participant
which the Company finds would qualify him for a disability benefit under the
Federal Social Security Act.
1.11 "EFFECTIVE DATE" means January 1, 2005.
1.12 "ELECTION FORM" means the form provided by the Company on which each
of a Participant's elections are made under this Plan.
1.13 "ELECTION PERIOD" means the period designated by the CEO before each
Deferral Year during which elections under Articles III (Deferral of Fees) and V
(Payments) must be made with respect to that Deferral Year; or with respect to
an individual who becomes a Director during a Deferral Year, the 30-day period
immediately following his election or appointment to the Board.
1.14 "FEES" means the annual retainer, any Committee Chairperson fees,
meeting fees and any other fees earned by the Director on and after January 1,
2005 for the performance of services as a member of the Board.
1.15 "PARTICIPANT" means any Director who elects to defer all or a
portion of his Fees earned in a Deferral Year in accordance with Article III.
1.16 "PAYMENT DATE" means, with respect to the Deferral Account, the date
payments of the Deferral Account commence pursuant to Section 5.3 (Payment Date)
and, for annual installments after the initial payment, each anniversary of the
first Payment Date until the Deferral Account has been paid in full.
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1.17 "PLAN" shall have the meaning set forth in the Preamble hereof.
ARTICLE II
ELIGIBILITY
Each Director shall be eligible to elect to defer all or any portion of
Fees earned subsequent to his election or appointment to the Board in any
Deferral Year pursuant to the terms of this Plan.
ARTICLE III
DEFERRAL OF FEES
During the Election Period, each Director may elect, on the Election Form,
that all or a portion of his Fees to be earned in a Deferral Year shall not be
paid in accordance with the normal quarterly payment schedule, but shall instead
be distributed to him (or in the event of his death, to his Beneficiary) in
accordance with the provisions of Article V (Payments). Elections shall be in
one percent (1%) increments, or such other increments as may be specified by the
Company.
ARTICLE IV
DEFERRAL ACCOUNT
4.1 Creation and Maintenance of Deferral Account. The Company shall
establish a Deferral Account for each Participant. The portion of each
Director's Fees deferred pursuant to Article III (Deferral of Fees) shall be
credited to his Deferral Account as of the applicable Deferral Date. The Company
may establish subaccounts within each Deferral Account for each Deferral Year.
The Company shall maintain records for each Deferral Account and any subaccounts
until the balance of the Deferral Account has been paid in full pursuant to
Article V (Payments).
4.2 Earnings. As of each Determination Date, the balance of each
Participant's Deferral Account shall be credited with an amount determined by
multiplying the Deferral Account balance as of the Determination Date by a
percentage equal to two hundred (200) basis points over the yield, as of January
1st of that year, on U.S. Treasury Notes with a term of five (5) years. The
earnings credited shall be weighted to reflect the timing of credits and
payments, if any, occurring during the year then ended. On January 1st of each
year, the earnings rate shall be reviewed and adjusted, if necessary, to ensure
that the rate is a minimum of two hundred (200) basis points over the prevailing
yield on U.S. Treasury Notes with a term of five (5) years.
ARTICLE V
PAYMENTS
5.1 Deferral Periods. For any Deferral Year after the Effective Date,
the Deferral Period for the subaccount established within a Participant's
Deferral Account for that Deferral Year shall be the period set forth on the
applicable Election Form (not to exceed eight (8) years from the Deferral Date)
(the "Regular Deferral Period"). Notwithstanding the preceding sentence, a
Director's elected Deferral Period shall be overridden and end on the date of
the
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Director's termination of service as a Director with the Company for any reason,
including Disability or death (the "Termination Deferral Period").
5.2 Payment Period. Payments made by the Company with respect to the
subaccounts established within a Participant's Deferral Account for Deferral
Years beginning on or after the Effective Date shall be paid over the period
specified below.
(a) Payment Period For Regular Deferral Period. At the end of
the Regular Deferral Period described under Section 5.1 (Deferral
Periods), annual payments shall be paid over the period specified in
such Participant's applicable Election Form (not to exceed eight (8)
years).
(b) Payment Period For Termination Deferral Period. Except as
otherwise provided in Section 5.3, at the end of the Termination
Deferral Period described under Section 5.1 (Deferral Periods),
annual payments shall be paid over the period specified in such
Participant's applicable Election Form (not to exceed three (3)
years).
5.3 Payment Date. Payments made in accordance with Section 5.2(a)
(Payment Period For Regular Deferral Period) and Section 5.2(b) (Payment Period
For Termination Deferral Period) shall be made, or commence, as soon as
reasonably possible after the January 1st or July 1st that is at least six (6)
months after the end of the applicable Deferral Period set forth in Section 5.1
(Deferral Periods). Annual installments shall continue to be paid thereafter on
each anniversary of the first Payment Date over the period specified on the
Election Form. Notwithstanding the foregoing sentence, however, in the event
that a Participant dies (i) during the Deferral Period, (ii) after the end of
the Deferral Period, but prior to the commencement of the payment period or
(iii) after the commencement of the payment period but before the end of his
elected payment period, the balance of his Deferral Account will be paid in a
lump sum to his Beneficiary on the next Payment Date after his death.
5.4 Actual Payments. Payments made by the Company with respect to a
Participant's Deferral Account shall be made in cash (reduced by required tax
withholdings) and, for any reason other than the Participant's death or election
of a lump sum, annual payments shall be in an amount equal to a percentage of
his relevant subaccount balance on the relevant Payment Date, determined by
dividing the subaccount balance at the applicable Payment Date by the total
remaining years of the payment term.
Examples: A. Assume a Participant remains a Director until the end
of his elected Deferral Period and elected a five
(5) year payment period. The Deferral Account balance
would be paid out as indicated below.
B. Assume a Participant terminates as a member of the Board
because of Disability and elected a two (2) year payment
period. The Deferral Account balance would be paid out
as indicated below.
C. Assume a Participant elected a three (3) year payment
period and dies after receiving his second scheduled
payment. The Deferral
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Account balance would be paid out as indicated below.
Payment Date Percentage of Subaccount Account Balance Paid
A. B. C.
First Payment Date 20% 50% 33-1/3%
Second Payment Date 25% 100% 50%
Third Payment Date 33-1/3% 100%
Fourth Payment Date 50%
Fifth Payment Date 100%
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or deem to create a trust of any
kind, or a fiduciary relationship between the Company and a Participant, his
Beneficiary or any other person. To the extent that any person acquires the
right to receive benefits from the Company under this Plan, such right shall be
no greater than the right of any other unsecured general creditor of the
Company, and such person shall have no claim on, or any beneficial interest in,
any assets of the Company. The Company may establish bookkeeping reserves or any
funding media, including grantor trusts, to cover its obligation to make the
payments contemplated under Article V (Payments), but amounts designated in such
bookkeeping reserves or contained in such funding media as are established shall
remain solely those of the Company and shall be subject to the claims of the
creditors of the Company until actually paid to a Participant or his
Beneficiary.
6.2 Funding Arrangements. It is the Company's intention that the amounts
deferred under this Plan shall be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended. All
such amounts shall continue for all purposes to be part of the general funds of
the Company and the Plan shall constitute an unsecured promise of the Company to
make benefit payments in the future. The Company may, but is not required to,
deposit in a trust amounts sufficient to pay benefits under the Plan. Any
amounts deposited in a trust will be subject to the Company's general creditors.
6.3 Nonforfeitability. A Participant's rights to any payments under this
Plan, shall at all times be nonforfeitable.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights
or interest of a Participant or his Beneficiary to or under this Plan shall not
be subject in any manner to any claims, attachments or encumbrances due to the
death, contracts, liabilities, engagements or torts of the Participant or his
Beneficiary, directly or indirectly, or be subject to any claim of any creditor
of the Participant or his Beneficiary, through legal process or otherwise; nor
shall a Participant or his Beneficiary be able or permitted in any manner to
transfer, encumber, pledge, anticipate, alienate, sell, or assign any such
benefits, payments, proceeds, claims, rights or interest, contingent or
otherwise.
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6.5 Successors, Etc. This Plan shall be binding upon and benefit the
Company and its successors, and the Participant and his Beneficiary, their heirs
and personal representatives, all in accordance and subject to the terms of this
Plan.
6.6 Severability. Each provision of this Plan shall be independent of
and separable from every other provision of this Plan and should any provision
of this Plan be deemed or be declared to be contrary to or unenforceable under
any law, whether constitutional, statutory or otherwise, all of the remaining
provisions of this Plan shall remain in full force and effect.
6.7 Governing Law. This Plan shall be governed in all respects, whether
as to validity, construction, capacity, performance or otherwise, under the laws
of the State of Michigan, except to the extent superseded by federal law.
6.8 Gender and Number Construction. In all cases where they would so
apply, words used in the masculine gender shall be construed to include the
feminine gender, and words used in the singular shall be construed to include
the plural.
6.9 Incapacity of Recipient. In the event a Participant or his
Beneficiary is declared incompetent and a conservator or other person legally
charged with the care of his person is appointed, any benefits under this Plan
to which such Participant or Beneficiary is entitled shall be paid to such
appointed person.
6.10 Amendment and Termination of Plan. This Plan may be amended or
terminated by the Company at any time with respect to amounts not yet credited
to a Participant's Deferral Account; provided however, no such termination shall
affect a Participant's interest in amounts previously deferred.
6.11 Interpretation. The Executive Committee of the Board of Directors of
the Company (excluding the Director) shall have exclusive and final authority
and discretion with respect to (a) the interpretation and implementation of the
terms and provisions of this Plan and (b) the adoption or amendment of such
procedures or practices as it deems necessary, helpful or appropriate, in its
sole and absolute discretion, for purposes of administering this Plan.
6.12 Procedures and Forms. The Executive Committee of the Board
(excluding the Director) may establish and amend such procedures and forms as
are appropriate to implement matters under this Plan.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its
duly authorized officer, this ____ day of _______________, 2004, to be effective
January 1, 2005.
PULTE HOMES, INC.
By: ________________________
Its:________________________
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