Exhibit 10.18
As Amended
October 29, 1981
January 27, 1987
June 30, 1993
DEL E. WEBB CORPORATION June 20, 1996
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1981 STOCK OPTION PLAN
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1. Purpose of Plan.
The purpose of this Plan is to enable Del E. Webb Corporation and certain
of its subsidiaries to continue to compete successfully in attracting and
retaining key employees with outstanding abilities by making it possible for
them to purchase shares of the Company's Common Stock on terms which will give
them a more direct and continuing interest in the future success of the
Company's business. It is intended that options granted hereunder may be either
incentive stock options under Section 422A of the Internal Revenue Code or
non-qualified options.
2. Definitions.
"Company" means Del E. Webb Corporation, an Arizona corporation.
"Code" means the Internal Revenue Code of 1954, as amended and any
successor provision.
"Committee" means a committee established by the Board consisting of three
or more members of the Board, none of whom is eligible to receive options under
the Plan. The Executive Compensation and Management Development Committee may be
this committee if it meets these qualifications.
"Incentive Stock Option" means an option designed to meet the requirements
of Section 422A(b) of the Code.
"Subsidiary", unless specified otherwise, means a corporation of which at
least a majority of the outstanding securities having ordinary voting power to
elect all or a majority of the directors of such corporation is at the time
owned or controlled directly or indirectly by the Company or a Subsidiary.
"Employees" means employees, (including employees who are directors and/or
officers) regularly employed on a salary basis by the Company or by a
Subsidiary.
"Shares" means shares of Common Stock of the Company.
"Board" means the Board of Directors of the Company.
"Optionee" means a person to whom an option has been granted under this
Plan which has not expired or been fully exercised, surrendered, or forfeited.
"Plan" means the Del E. Webb Corporation 1981 Stock Option Plan.
3. Administration.
The Plan shall be administered by the Committee which shall adopt by
resolution Such Rules and Regulations as may be required in order to carry out
the purpose of the Plan, as well as the form of option agreement and other forms
required in connection with the Plan. All questions of interpretation,
administration and application of the Plan shall be determined by a majority of
the Committee and the determination of such majority shall be final and binding
upon all persons in interest, including the Company and its shareholders and all
Optionees.
4. Number of Shares.
The grants of options to purchase Common Stock of the Company shall not
exceed in the aggregate 600,000 shares of the Common Stock of the Company;
provided, however, that in the event that options granted under the Plan shall
terminate or expire without being exercised, in whole or in part, the shares
subject to such unexercised options may again be subjected to an option under
this Plan. Provided further, the number of shares' shall be adjusted to reflect
changes or other adjustments in the number of outstanding shares as hereinafter
provided in Section 5. The shares of stock to be so made subject to an option
under this Plan shall be shares of Common Stock of the Company either held in
the Company's treasury or authorized and unissued Common Stock of the Company,
or some of each. The Company shall be under no obligation to reserve or to
retain in its treasury any particular number of shares at any time, and no
particular shares, whether unissued or held as treasury shares, shall be
identified as those optioned under this Plan.
5. Change in Capitalization.
In the event that the shares of Common Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by merger, consolidation, reorganization, recapitalization, combination
of shares or otherwise) then there shall be substituted for each share of Common
Stock of the Company heretofore appropriated for use in the Plan the number and
kind of shares of stock or other securities into which each such share shall be
exchanged. In the event that there should be any change in the number or kind of
outstanding shares of the Common Stock of the Company, or of any stock or other
securities into which it shall have been changed, or for which it shall have
been exchanged by stock dividend or stock split, or the stock of a wholly-owned
subsidiary corporation shall have been distributed to the stockholders of the
Company, and this action equitably requires an adjustment in the number or kind
of shares then subject to an option or Options or an adjustment in the number or
kind of shares which may become subject to an option under this Plan and an
adjustment in the option prices therefor, such adjustment or adjustments shall
be made in accordance with the determination by the Committee, and notice
thereof shall be given by the Company to each Optionee and such adjustment shall
be effective and binding for all purposes of this Plan.
6. Granting of Options.
The Committee, is authorized to grant options to selected employees
pursuant to this Plan during the calendar year 1981 and in any calendar year
thereafter to May 31, 1991 but not thereafter. The number of shares optioned in
each year, the employees to whom options are granted, and the number of Shares
optioned to each employee selected shall be wholly within the discretion
of the Committee, subject to the limitations prescribed in Section 4 and
provided that the aggregate fair market value of the stock for which any
employee may be granted incentive stock options in any calendar year under the
Plan and all other incentive stock option plans maintained by the Company and
its parent and subsidiary corporations shall not exceed the sum of One Hundred
Thousand Dollars ($100,000) plus any unused limit carryover applicable to such
year under Section 422A(c)(4) of the Code.
7. Terms of Stock Options.
The terms of stock options granted under this Plan shall be as follows:
(a) The Option price shall be fixed by the Committee but shall in no event
be less than 100 percent of the fair market value of the shares subject to the
option on the date the option is granted, except in the case of an incentive
stock option granted to an employee who at the time the option is granted owns
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation the
option price shall be at least 110 percent of the fair market value of the stock
subject to the option.
(b) Options shall not be transferable otherwise than by will or by the
laws of descent and distribution. No option shall be subject, in whole or in
part, to attachment, execution or levy of any kind.
(c) Each option shall expire and all rights thereunder shall end at the
expiration of such period (which shall not be more than ten years) after the
date on which it was granted as shall be fixed by the Committee, subject in all
cases to earlier expiration as provided in paragraphs (d) and (e) of this
Section 7 in the event of termination of employment or death, and provided
further that in the case of an incentive stock option granted to an employee who
at the time the option is granted owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations such option by its terms will not be
exercisable after the expiration of five years from the date the option is
granted.
(d) During the lifetime of an Optionee, his option shall be exercisable
only by him and only while employed by the Company or a Subsidiary, or within
(i) one year after termination of employment in the case of any employee who is
disabled (within the meaning of Section 105(d)(4) of the Code) or (ii) three
months after he otherwise ceases to be so employed (but in any event not later
than the end of the period fixed by the Committee in accordance with the
provisions of paragraph of this Section 7), if and to the extent the option was
exercisable by him on the last day of such employment.
(e) If an Optionee dies within a period during which his option could have
been exercised by him, his option may be exercised at any time during the period
in which Optionee could have exercised the option had Optionee survived (or such
other or shorter period as may be provided by the Committee in accordance with
applicable regulations issued with respect to the Code).
(f) Subject to the foregoing terms and to such additional or different
terms regarding the exercise of the options as the Committee may fix at time of
grant, options may be exercised in whole at one time or in part from time to
time.
(g) No incentive stock option granted under the Plan shall be exercisable
while there is outstanding (within the meaning of Section 422A(c)(7) of the
Code) any incentive stock option which was granted before the granting of such
option, to such Optionee to purchase stock in the Company or in any corporation
which (at the time of the granting of such option) was a parent or subsidiary
Corporation of the Company or a predecessor corporation of any such
corporations. Under Section 422A(c)(7) of the Code an incentive stock option is
treated as outstanding until such option is exercised in full or expires by
reason of lapse of time.
8. Reorganization of the Company.
In the event that the Company is succeeded by another corporation in a
re organization, merger, consolidation, acquisition of property or stock,
separation or liquidation, the successor corporation shall assume the
outstanding options granted under this Plan or shall substitute new options for
them
9. Delivery of Shares.
No shares shall be delivered upon the exercise of an option until the
option price has been paid in full in cash or, at the discretion of the
Committee, in whole or in part in the Company's Common Stock owned by the
Optionee valued at fair market value on the date of exercise. If required by the
Committee no shares will be delivered upon the exercise of an option until the
Optionee has given the Company (a) a satisfactory written statement that he is
purchasing the shares for investment and not with a view to the sale or
distribution of any such shares, (b) a written agreement not to sell any shares
received upon the exercise of the option or any other shares of the Company that
he may then own or thereafter acquire except either (i) through a broker on the
New York Stock Exchange or another national securities exchange or (ii) with the
prior written agreement of the Company and an agreement satisfactory to the
Committee providing for either payment by Optionee to the Company or permitting
deduction by the Company from any amounts owing to Optionee of an amount equal
to any Federal, state or local taxes of any kind required by law to be withheld
with respect to the shares subject to the option. The granting of any option and
the obligation of the Company to sell and deliver stock under any option shall
be subject to the approval of any governmental authority which may be required
in connection either with the grant of the option or with the authorization,
issuance or sale of such stock.
10. Continuation of Employment.
Neither this Plan nor any option granted hereunder shall confer upon
any employee any right to Continue in the employment of the Company or any
Subsidiary or limit in any respect the right of the Company or any Subsidiary to
terminate his employment at any time.
11. Amendments.
The Board may from time to time alter, amend, suspend or discontinue
the Plan and make rules for its administration; provided, however, that subject
to
the provisions of Section 5, unless the stockholders of the Company shall have
first approved thereof, (i) the total number of shares authorized under the Plan
shall not be increased, (ii) the minimum option price specified in Section 7, or
the exercise price (or formula for its computation) as to previously granted
options, shall not be changed, except that stockholder approval shall not be
required if the minimum option price is increased, (iii) no option shall be
exercisable more than ten (10) years after the date it is granted, (iv) no
change shall be made in the class of employees to whom options may be granted or
awards made, and (v) the expiration date of this Plan shall not be extended. The
expiration date shall be May 31, 1991, or such earlier date as the Board, In its
discretion, may determine. Any option outstanding under the Plan at the date of
termination shall remain in effect until it shall have been exercised or it
shall have expired as herein otherwise provided.
12. Effective Date.
The Plan shall become effective June 1, 1981, provided, however, that no
option may be exercised unless this Plan is approved by the stockholders at the
next annual meeting of the stockholders or at a special meeting held for that
purpose within twelve months after the effective date. No termination or
amendment may adversely affect the rights of an Optionee without his consent.
EXHIBIT B
1981 Stock Option Plan
1. Paragraph 6 shall be amended as follows:
The Committee is authorized to grant options to selected Employees pursuant
to this Plan during the calendar year 1986 and any calendar year thereafter to
December 31, 1991, but not thereafter. The number of shares optioned in each
year, the Employees to whom options are granted, and the number of Shares
optioned to each Employee selected shall be wholly within the discretion of the
Committee, subject to the limitations described in Section 4 and provided that
the aggregate fair market value of option stock (determined at the time of the
Incentive Stock Option grant) for which Incentive Stock Options are exercisable
for the first time under the terms of the Plan and all other Incentive Stock
Option plans maintained by the Company and its parent and Subsidiary
corporations, by any employee during any calendar year after December 31, 1986,
cannot exceed $100,000.
2. Paragraph 7(g) shall be amended by inserting the language "prior to January
1, 1987" into the first sentence thereof as follows:
7(g) No Incentive Stock Option granted under the Plan prior to January 1,
1987 shall be exercisable while there is outstanding (within the meaning of
Section 422A(c)(7) of the Code) any Incentive Stock Option which was
granted before the granting of such option . . .
THIRD AMENDMENT
TO THE DEL WEBB CORPORATION
1981 STOCK OPTION PLAN
1. This Third Amendment shall only amend that Section specified herein
and the remaining provisions of the Plan not so amended are hereby ratified and
affirmed.
2. Section 9 of the Plan is hereby amended and restated as follows:
No shares shall be delivered upon the exercise of an option
until the price, if any, that is due upon exercise has been
paid in full in cash, or, at the discretion of the
Committee, in whole or in part in the Company's common stock
owned by the Optionee valued at fair market value on the
date of exercise. if required by the Committee, no Shares
will be delivered upon the exercise of an option until the
Optionee has given the Company (a) a satisfactory written
statement that he is purchasing the Shares for investment
and not with a view to the sale or distribution of any such
Shares, or (b) a written agreement not to sell any Shares
received upon the exercise of the option or any other Shares
that he may then own or thereafter acquire except either (i)
through a broker on the New York Stock Exchange or another
national securities exchange or (ii) with the prior written
agreement of the Company. With respect to withholding
required upon the exercise of an option or upon any other
taxable event, Optionees shall satisfy all Federal, state
and local taxes required by law to be withheld by having the
Company withhold Shares (to the extent that Shares are
issued) having a fair market value on the date the tax is to
be determined equal to the maximum marginal total tax which
would be imposed on the transaction. The granting of any
option and the obligation of the Company to sell and deliver
stock under any option shall be subject to the approval of
any governmental authority which may be required in
connection either with the grant of the option or with the
authorization, issuance or sale of such stock.
3. This Third Amendment shall be effective June 30, 1993.