EXHIBIT 10.10
CENTEX CORPORATION LONG TERM INCENTIVE PLAN
(Effective October 1, 2001)
1. OBJECTIVES. The Centex Corporation Long Term Incentive Plan (the
"Plan") is designed to retain selected employees of Centex Corporation
and all subsidiaries, partnerships and affiliates of Centex Corporation
with regard to which Centex Corporation owns, directly or indirectly,
at least 80% of the ownership interest therein, and reward them for
making significant contributions to the success of Centex Corporation.
These objectives are to be accomplished by making awards under the Plan
and thereby providing Participants with a financial interest in the
growth and performance of Centex Corporation. The Plan shall not
constitute a "qualified plan" subject to the limitations of Section
401(a) of the Code, nor shall it constitute a "funded plan" for
purposes of such requirements. This Plan shall be exempt from the
participation and vesting requirements of Part 2 of Title I of ERISA,
the funding requirements of Part 3 of Title I of ERISA, and the
fiduciary requirements of Part 4 of Title I of ERISA by reason of the
exclusions afforded to plans which are unfunded and maintained by an
employer primarily for the purpose of providing deferred compensation
for a select group of highly compensated employees.
2. DEFINITIONS. As used herein, the terms set forth below shall have the
following respective meanings:
"ACT" means the Securities Exchange Act of 1934, as amended.
"ADMINISTRATOR" means the Compensation and Stock Option
Committee of the Board.
"AFFILIATE" means any direct or indirect subsidiary or parent
of Centex Corporation and any partnership, joint venture,
limited liability company or other business venture or entity
in which Centex Corporation owns directly or indirectly at
least 80% of the ownership interest in such entity, as
determined by the Administrator in its sole and absolute
discretion (such determination by the Administrator to be
conclusively established by the grant of an Award by the
Administrator to an officer or employee of such an entity).
"AWARD" means an award of Deferred Stock granted to a
Participant pursuant to any applicable terms, conditions and
limitations as the Administrator may establish in order to
fulfill the objectives of the Plan.
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"AWARD AGREEMENT" means a written agreement between Centex
Corporation and a Participant that sets forth the terms,
conditions and limitations applicable to an Award.
"BENEFICIARY" means such person or persons, or the trustee of
an inter vivos trust for the benefit of natural persons,
designated by the Participant in a written election filed with
the Administrator as entitled to receive the Participant's
Award(s) in the event of the Participant's death, or if no
such election shall have been so filed, or if no designated
Beneficiary survives the Participant or can be located by the
Administrator, the person or persons entitled thereto under
the last will of such deceased Participant, or if such
decedent left no will, to the legal heirs of such decedent
determined in accordance with the laws of intestate succession
of the state of the decedent's domicile.
"BOARD" means the Board of Directors of Centex Corporation as
the same may be constituted from time to time.
"CENTEX CORPORATION" means Centex Corporation, a Nevada
corporation, or any successor thereto.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMPANY" means each of Centex Corporation and every
Affiliate.
"DEFERRED STOCK" means a right to receive at Payout the number
of Shares covered by an Award, subject to the terms of this
Plan and the Award Agreement. Deferred Stock does not
represent any actual legal or beneficial interest in Centex
Corporation.
"DISABILITY" means a disability that entitles the Participant
to benefits under the long-term disability plan sponsored by
Centex Corporation which covers the Participant.
"EMPLOYMENT" means employment with a Company.
"EXPIRATION DATE" means, as to an Award, that date which is
seven years past the Grant Date of such Award or such other
period (not beyond ten years) as the Administrator may
determine.
"FAIR MARKET VALUE" means the closing price per Share as of a
particular date reported on the consolidated transaction
reporting system for the New York Stock Exchange or, if there
shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was reported.
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"GRANT DATE" means the date an Award is made to a Participant
hereunder, which will be April 1 of the year in which such
Award is made, or any other date selected by the
Administrator.
"PARTICIPANT" means an employee of a Company to whom an Award
has been made under this Plan.
"PAYOUT" means the distribution of vested Deferred Stock under
the Plan.
"PAYOUT DATE" means the date an Award becomes payable pursuant
to Section 8.
"PLAN" means this Centex Corporation Long Term Incentive Plan,
as set forth herein and as may be amended from time to time.
"RETIREMENT" means the termination of a Participant's
Employment due to retirement on or after age 62 provided that
the Participant has at least ten years of service with one or
more Companies.
"SHARE" means a share of Centex Corporation's present
twenty-five cents ($0.25) par value common stock and any share
or shares of capital stock or other securities of Centex
Corporation hereafter issued or issuable upon, in respect of
or in substitution or in exchange for each present share. Such
Shares may be unissued or reacquired Shares, as the Board, in
its sole and absolute discretion, shall from time to time
determine.
"TERMINATION DATE" means the last date on which the
Participant is carried on a Company's payroll as an employee.
3. ELIGIBILITY. Only highly compensated employees of a Company are
eligible for Awards under this Plan, as determined in the sole
discretion of the Administrator. The Administrator shall select the
Participants in the Plan from time to time as evidenced by the grant of
Awards under the Plan.
4. PLAN ADMINISTRATION. The Plan shall be administered by the
Administrator, which shall have full and exclusive power to interpret
this Plan and to adopt such rules, regulations and guidelines for
carrying out this Plan as it may deem necessary or appropriate in its
sole discretion. The Administrator shall determine all terms and
conditions of the Awards. The Administrator may, in its discretion,
accelerate the vesting or Payout of an Award, eliminate or make less
restrictive any restrictions contained in an Award Agreement, waive any
restriction or other provision of this Plan or an Award Agreement or
otherwise amend or modify an Award in any manner that is either (i) not
materially adverse to the Participant holding the Award or (ii)
consented to by such Participant. The Administrator may delegate
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to one or more employees of Centex Corporation the performance of
non-discretionary functions under this Plan, including distributions of
Payouts.
5. AWARDS.
(a) The granting of Awards under this Plan shall be entirely
discretionary, and nothing in this Plan shall be deemed to
give any employee of a Company any right to participate in
this Plan or to be granted an Award.
(b) Awards shall be granted to Participants at such times and in
such amounts as the Administrator, in its sole and absolute
discretion, shall determine. No credit for cash dividends on
Deferred Stock will be allowed (or accrued) prior to Payout.
(c) The term of an Award shall run from the Grant Date to the
Expiration Date, subject to early Payout as described in
Section 8 below or forfeiture as described in Section 7 below.
6. VESTING OF AWARDS.
(a) Unless different terms are set by the Administrator, an Award
shall be immediately 25% vested on its Grant Date and shall
become vested in cumulative 25% increments on each of the
first through third anniversaries of such Grant Date, so that
on the third anniversary of the Grant Date the Award will be
100% vested; provided, however, that the Participant must be
in continuous Employment from the Grant Date through the date
of the applicable anniversary in order for the Award to vest.
(b) A Participant's Award shall be fully vested, irrespective of
the limitations set forth in subparagraph (a) above, in the
event of (i) a change in control, as provided for in Section
13 below, provided that the Participant has been in continuous
Employment from the Grant Date until the date of such change
in control or (ii) Retirement of the Participant.
7. FORFEITURE OF AWARDS. If a Participant's Employment is terminated, the
Participant shall forfeit his or her Award(s) with respect to any
portion that is not vested as of such Participant's Termination Date.
8. PAYOUTS OF AWARDS. Payouts will occur as follows:
(a) Automatic Payout on Expiration Date. To the extent that a
Participant's Award has vested, such Award shall have an
automatic Payout on the Expiration Date of such Award.
(b) Early Payouts. In addition to automatic Payout on the
Expiration Date, there may be an early Payout of the vested
portion of an Award as follows:
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(i) Termination of Employment (whether voluntary or
involuntary). The vested portion of each Award shall
have an automatic Payout on the Participant's
Termination Date.
(ii) Death. If a Participant dies prior to the Expiration
Date, such Participant's Award, to the extent vested,
shall have an automatic Payout as of the date of the
Participant's death and be made to the Participant's
Beneficiary.
(iii) Disability. Prior to the Expiration Date, an Award,
with the approval of the Administrator, shall both be
fully vested and have an automatic Payout on the date
the Participant satisfies the definition of
Disability.
(iv) Early Payout Request. A Participant may request that
the Administrator consider an early Payout to him or
her with respect to any vested portion of an Award.
Such a request will be considered at the next
semi-annual meeting of the Administrator (held in May
and October of each calendar year). Such request
shall be in writing and will set forth, in sufficient
detail, the reasons for such early Payout. The
Administrator will consider such request during said
meeting and will, within thirty (30) days following
said meeting, determine in its sole and absolute
discretion whether to allow such early Payout, and
then notify the Participant of its decision.
9. FORM OF PAYOUT. As soon as practicable following a determination that
Payout of a Participant's Award shall be made as described in Section
8, but not later than five business days after the required Payout
Date, Centex Corporation shall make a Payout to the Participant. All
Payouts shall be made in Shares except that no fractional shares will
be issued and in lieu thereof cash will be paid to the Participant.
10. DELIVERY OF SHARE CERTIFICATES. As promptly as may be practicable
following a Payout, Centex Corporation shall make delivery of one or
more Share certificates, either by delivery of a physical certificate
or an electronic transfer to a broker, for the appropriate number of
Shares.
11. TAX WITHHOLDING. Centex Corporation shall deduct applicable taxes with
respect to any Award or Payout and withhold, at the time of Award or
Payout, as appropriate, a number of Shares, based on the Fair Market
Value on such date, for payment of taxes required by law.
12. NON-ASSIGNABILITY. Unless otherwise determined by the Administrator, no
Award or Payout or any other benefit under this Plan shall be
assignable or otherwise transferable except to a Beneficiary or by
will, the laws of descent and distribution or a domestic relations
order. The Administrator may prescribe other restrictions on transfer.
Any attempted assignment of an Award or any other benefit under this
Plan in violation of this Section 12 shall be null and void.
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13. CHANGES IN SHARES AND CERTAIN CORPORATE TRANSACTIONS.
(a) If at any time while the Plan is in effect there shall be an
increase or decrease in the number of issued and outstanding
Shares of Centex Corporation effected without receipt of
consideration therefor by Centex Corporation, through the
declaration of a stock dividend or through any
recapitalization or merger or otherwise in which Centex
Corporation is the surviving corporation, resulting in a stock
split-up, combination or exchange of Shares of Centex
Corporation, then and in each such event an appropriate
adjustment shall be made automatically in the amount of
Deferred Stock then subject to an Award, to the end that the
same proportion of Centex Corporation's Shares which would
have been issued and outstanding assuming full Payout of such
Award as of the date of such increase or decrease shall in
each such instance remain subject to such Award.
Except as is otherwise expressly provided herein, the issuance
by Centex Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock
of any class, either in connection with a direct sale or upon
the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of Centex Corporation
convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number of Shares then subject to outstanding
Awards granted under the Plan. Furthermore, the presence of
outstanding Awards granted under the Plan shall not affect in
any manner the right or power of Centex Corporation to make,
authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in Centex
Corporation's capital structure or its business, including the
issuance of capital stock; (ii) any merger or consolidation of
Centex Corporation; (iii) any issuance by Centex Corporation
of debt securities or preferred or preference stock which
would rank above the Shares subject to outstanding Awards
granted under the Plan; (iv) the dissolution or liquidation of
Centex Corporation; (v) any sale, transfer or assignment of
all or any part of the assets or business of Centex
Corporation; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
(b) Notwithstanding anything to the contrary above, a dissolution
or liquidation of Centex Corporation, a merger (other than a
merger effecting a reincorporation of Centex Corporation in
another state) or consolidation in which Centex Corporation is
not the surviving corporation (or survives only as a
subsidiary of another corporation in a transaction in which
the stockholders of the parent of Centex Corporation and their
proportionate interests therein immediately after the
transaction are not substantially identical to the
stockholders of Centex Corporation and their proportionate
interests therein immediately prior to the transaction), a
transaction in which another corporation becomes the owner of
50% or more of the total combined voting power of all classes
of stock of Centex Corporation, or a change in control (as
specified below), shall cause every Award then outstanding to
become fully vested
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immediately prior to such dissolution, liquidation, merger,
consolidation, transaction, or change in control, to the
extent not theretofore exercised, without regard to the
determination as to the periods and installments of vesting
contained in the Agreements if (and only if) such Awards have
not at that time expired or been terminated. For purposes of
this Section 13, a change in control shall be deemed to have
taken place if:
(i) a third person, including a "Group" as defined in
Section 13(d)(3) of the Act, becomes the beneficial
owner of Shares of Centex Corporation having 50% or
more of total number of votes that may be cast for
the election of Directors of Centex Corporation; or
(ii) as a result of, or in connection with, a contested
election for Directors, persons who were Directors of
Centex Corporation immediately before such election
shall cease to constitute a majority of the Board.
Notwithstanding the foregoing provisions of this paragraph, in
the event of any such dissolution, merger, consolidation,
transaction or change in control, the Board may completely
satisfy all obligations of Centex Corporation and its
Affiliates with respect to any Award outstanding on the date
of such event by delivering to the Participant cash in an
amount equal to the Fair Market Value of such Shares on the
date of such event, such payment to be made within reasonable
time after such event.
14. PLAN YEAR. The Plan shall be effective as of October 1, 2001 and will
continue in effect until the Administrator terminates the same. The
Plan year will be April 1 through March 31 while this Plan is in
effect.
15. REQUIREMENTS OF LAW. Notwithstanding anything herein to the contrary,
Centex Corporation shall not be required to issue Shares under any
Award if the issuance thereof would constitute a violation by the
Participant or Centex Corporation of any provisions of any law or
regulation of any governmental authority or any national securities
exchange; and as a condition of any issuance of Shares under any Award,
Centex Corporation may require such agreements or undertakings, if any,
as Centex Corporation may deem necessary or advisable to ensure
compliance with any such law or regulation.
16. AMENDMENT, SUSPENSION OR TERMINATION. The Board may amend, suspend or
terminate the Plan at any time for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted by
law, except that no amendment, suspension or termination shall be made
that would impair the rights of any Participant as to a vested Award
previously granted to such Participant without his or her written
consent.
17. UNFUNDED PLAN. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants representing
Awards, any such accounts shall be used merely as a bookkeeping
convenience. Centex Corporation shall not be required to segregate
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any assets that may at any time be represented by Awards, nor shall
this Plan be construed as providing for such segregation, nor shall
Centex Corporation, the Board or the Administrator be deemed to be a
trustee of any Awards to be granted under this Plan. Any liability or
obligation of Centex Corporation to any Participant with respect to a
grant of Awards under this Plan shall be based solely upon any
contractual obligations that may be created under this Plan, and no
such liability or obligation of Centex Corporation shall be deemed to
be secured by any pledge or other encumbrance on any property of Centex
Corporation. None of Centex Corporation or any other Company, the Board
or the Administrator shall be required to give any security or bond for
the performance of any obligation that may be created by this Plan.
Notwithstanding the foregoing, upon the occurrence of a change in
control, as described in Section 13(b),each Company whose employees are
Participants shall, as soon as possible, but in no event longer than 15
days following the change in control, make an irrevocable contribution
to a trust established by Centex Corporation in an amount sufficient to
fully pay the entire benefit to which each Participant employed by such
Company would be entitled pursuant to the terms of this Plan as of the
date on which such change in control occurs. In its sole discretion,
Centex Corporation may establish such a trust at any time prior to a
change in control and may make contributions to such trust in Shares or
in cash which would be used to acquire Shares to transfer to
Participant. Any such trust shall be designed to assist Centex
Corporation in satisfying its obligations under this Plan; but it shall
remain subject to the claims of its creditors.
18. NO EMPLOYMENT GUARANTEED. No provision of this Plan or any Award
Agreement hereunder shall confer any right upon any employee to
continued employment with a Company.
19. NO STOCKHOLDER RIGHTS. A Participant shall have no rights as a holder
of Shares with respect to Awards granted hereunder.
20. GOVERNING LAW. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Act or other securities laws of the United States,
shall be governed by and construed in accordance with the laws of the
State of Texas, without reference to any conflicts of law principles
thereof that would require the application of the laws of another
jurisdiction.
21. INDEMNIFICATION. Neither the members of the Board nor any member of the
Compensation and Stock Option Committee, acting in the capacity of
Administrator, shall be liable for any act, omission or determination
taken or made in good faith with respect to the Plan or any Award
granted under it, and the members of the Board and the Compensation and
Stock Option Committee shall be entitled to indemnification and
reimbursement by Centex Corporation in respect of any claim, loss,
damage or expense (including counsel fees) arising therefrom to the
full extent permitted by law and under any directors and officers
liability or similar insurance coverage that may be in effect from time
to time.
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22. RELEASE. Any issuance or transfer of Shares to a Participant or to his
legal representative, heir, legatee or distributee in accordance with
the provisions hereof shall, to the extent thereof, be in full
satisfaction of all claims of such persons hereunder. The Board or
Administrator may require any Participant or legal representative,
heir, legatee or distributee, as a condition precedent to such payment,
to execute a release and receipt therefor in such form as it shall
determine.
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