EXHIBIT 10.2a
Option to Employees
1998 Plan
[FY 2005 Award]
Dear _________________:
Effective May ____, 2005 you have been granted a Non-qualified Option to
purchase up to _________ shares of the common stock, par value $.25 per share,
of Centex Corporation (the "Company") for $______ per share (the "Option"). This
Option is granted under the Centex Corporation Amended and Restated 1998 Stock
Option Plan (as such plan may be amended from time to time, the "Plan"). A copy
of the Plan is available to you upon request to the Law Department during the
term of this Option. This Option will terminate upon the close of business on
May 12, 2012, unless earlier terminated as described herein or in the Plan. This
Award will vest at the rate of 8-1/4% per quarter in fiscal year 2006, 8-1/4%
per quarter in fiscal year 2007 and 8-1/2% per quarter in fiscal year 2008. The
amounts and dates are shown below:
____ shares on 06/30/2005 ____ shares on 06/30/2006 ____ shares on 06/30/2007
____ shares on 09/30/2005 ____ shares on 09/30/2006 ____ shares on 09/30/2007
____ shares on 12/31/2005 ____ shares on 12/31/2006 ____ shares on 12/31/2007
____ shares on 03/31/2006 ____ shares on 03/31/2007 ____ shares on 03/31/2008
If for any reason you cease to be an employee of at least one of the
employers in the group of employers consisting of the Company and its Affiliates
(i) this Option will immediately terminate as to any unvested portion on the
date of such cessation and (ii) any portion of this Option vested but not
exercised by you on or before such date of cessation may be exercised after such
date only as provided in the Plan. However, if you are a Full Time Employee and
you retire from all employment with the Company and its Affiliates before this
Option has fully vested and at the time of your retirement you are age 55 or
older, you have at least 10 Years of Service and the sum of age and Years of
Service equals at least 70, then this Option will immediately vest upon
termination of employment ("Vested Retirement"). You will have 12 months to
exercise this Option following the date of such Vested Retirement.
The Company may cancel and revoke this Option and/or replace it with a
revised option at any time if the Company determines, in its good faith
judgment, that this Option was granted to you in error or that this Option
contains an error. In the event of such determination by the Company, and
written notice thereof to you at your business or home address, all of your
rights and all of the Company's obligations as to any unvested portion of this
Option shall immediately terminate. If the Company replaces this Option with a
revised option, then you will have all of the benefits conferred under the
revised option, effective at such time as the new option goes into effect.
This Option is subject to the Plan, and the Plan will govern where there
is any inconsistency between the Plan and this Option. The provisions of the
Plan are also provisions of this Option, and all terms, provisions and
definitions set forth in the Plan are incorporated in this Option and made a
part of this Option for all purposes. Capitalized terms used but not defined in
this Option will have the meanings assigned to such terms in the Plan. This
Option has been signed in duplicate by Centex Corporation and delivered to you,
and (when you sign below) has been accepted by you effective as of May ____,
2005.
Option to Employees
1998 Plan
ACCEPTED CENTEX CORPORATION
as of May ____, 2005
_________________________________ _________________________________
[Name] [Name]
[Title]