Exhibit 10.19
As Amended
January 27, 1987
June 30, 1993
June 20, 1996
STOCK OPTION AND SAR PLAN OF THE
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DEL E. WEBB CORPORATION
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1. Purpose of Plan
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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 obtain 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 nonqualified options and that SARs may be granted and
exercised together with either of these two types of options or
independently from any such option, subject to the terms and conditions
specified hereinafter.
2. Definition
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When used in the Plan, the following terms shall have the meaning specified
below.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1954, as amended and any
successor provision.
(c) "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 and each of whom is a "disinterested"
person (within the meaning of Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934). The Human
Resources Committee may be this committee if it meets these
qualifications.
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(d) "Company" means Del E. Webb Corporation, an Arizona corpo ration.
(e) "Employees" means employees, (including employees who are directors
and/or officers) regularly employed on a salary basis by the Company
or by a Subsidiary.
(f) "Incentive Stock Option" means an option designed to meet the
requirements of Section 422A(b) of the Code.
(g) "Optionee" means a person to whom an option or an SAR has been granted
under this Plan which has not expired or been fully exercised,
surrendered, or forfeited.
(h) "Plan" means the Del E. Webb Corporation 1986 Stock Option and SAR
Plan.
(i) "SARs" means stock appreciation rights granted under the Plan.
(j) "Shares" means shares of common stock of the Company, or such other
substituted shares as may replace them pursuant to section 5 hereof.
(k) "Subsidiary" means a subsidiary corporation of the Company (within the
meaning of section 425(f) of the Code).
3. Administration
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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 and SAR
agreements and any 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
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shall be final and binding upon all persons in interest, including the
Company and its shareholders and all Optionees.
4. Number of Shares
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The grants of options or SARs to obtain common stock of the Company shall
not permit the acquisition of a number of Shares which in the aggregate
exceeds 600,000 Shares; provided, however, that in the event that options
or SARs 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 or SAR 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 to be so made subject to an option or SAR
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 subject to an option or SAR under this
Plan.
5. Change in Capitalization
------------------------
In the event that the 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 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
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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 options or SARs or an adjustment in the number or
kind of Shares which may become subject to an option or SAR under this Plan
and an adjustment in the option or SAR exercise 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 1986 and in any calendar year
thereafter to December 31, 1995 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 $100,000 plus any unused limit carryover applicable
to such year under section 422A(c) (4) of the Code.
7. Terms of Stock Options
----------------------
Stock options granted under this Plan shall be evidenced by a written
agreement indicating whether the option being granted is an Incentive Stock
Option, a nonqualified option, or a combination of these two types and also
whether or not the option is initially
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coupled with an SAR. Nonqualified options shall not be granted in tandem
with an Incentive Stock Option under terms providing that the exercise of
one affects the right to exercise the other. Each stock option agreement
shall specify the number of Shares subject to the option, the option
exercise price per Share, and the times at which the option may be
exercised. In addition, each such agreement shall ensure that the option
complies with the following conditions and shall explicitly include terms
indicating compliance with the rules in paragraphs (b), (c), and (g) below.
(a) The option exercise 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 corporations, 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, provided 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.
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(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 (c) 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 prede cessor 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. These rules shall not apply to any
nonqualified options granted under the Plan.
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8. Granting of SARs
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The Committee may from time to time grant SARs in conjunction with all or
any part of any option granted under the Plan either (i) at the time of the
initial option grant (not including any subsequent modification that may be
treated as a new grant of an Incentive Stock Option for purposes of Code
section 425(h)) or (ii) with respect to nonqualified options, at any time
thereafter while the nonqualified option is outstanding. At any time and
for any period during which options could have been granted and allowed to
be exercised under this Plan, stand-alone SARs may also be granted and
allowed to be exercised other than in conjunction with an option granted
under the Plan.
9. Terms of SARs
-------------
SARs granted under the Plan shall comply with the following conditions and
also with the terms of the agreement governing the SARs or an option in
conjunction with which the SARs may be granted.
(a) Upon the exercise of an SAR, the Optionee shall be entitled to receive
payment equal to the excess of the aggregate fair market value of the
Shares with respect to which the SAR is then being exercised
(determined as of the date of such exercise) over (i) the aggregate
option exercise price of such Shares, or (ii) in the case of a
stand-alone SAR, the fair market value of such Shares on the date of
the SAR grant. Payment may be made in Shares, valued at their fair
market value on the date of exercise, or in cash or partly in Shares
and partly in cash, as set forth in the governing agreement.
(b) SARs shall be exercisable only during such periods as may be
permissible without causing the Optionee to incur liability under
Section 16(b) of the Securities Exchange Act of 1934. In addition,
SARs that are tied to a related option shall be exercisable (i) only
at such time or times and only to the
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extent that the option to which they relate shall be exercisable; (ii)
only when the fair market value of the Shares subject to the related
option exceeds the exercise price of that option; and (iii) only upon
surrender of the related option or any part thereof with respect to
the Shares for which the SARs are then being exercised.
(c) All SARs granted under the Plan shall by their terms not be
transferable otherwise than by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the
Optionee, only by the Optionee or, in the event he becomes legally
incompetent, his legal representative.
(d) Upon exercise of an SAR, a corresponding number of Shares subject to
the SAR (or to the related option, if there is such an option) shall
be canceled. Such canceled Shares shall be charged against the Shares
reserved for the Plan to the extent of the SAR exercise (or, in the
case of a related option, as if the option had been exercised to such
extent) and shall not be available for future option or SAR grants
under the Plan.
10. Reorganization of the Company
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In the event that the Company is succeeded by another corporation in a
reorganization, 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.
11. Delivery of Shares
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No Shares shall be delivered upon the exercise of an option or SAR 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
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Committee, no Shares will be delivered upon the exercise of an option or
SAR 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 SAR 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, and (c) an agreement satisfactory to the
Committee providing for either payment by the 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 being acquired by the
Optionee. The granting of any option or SAR and the obligation of the
Company to sell and deliver stock under any option or SAP shall be subject
to the approval of any governmental authority which may be required in
connection either with the grant of the option or SAR or with the
authorization, issuance or sale of such stock.
12. Continuation of Employment
--------------------------
Neither this Plan nor any option or SAR granted hereunder shall confer upon
any Employee any right to continue in the employ 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.
13. Amendments
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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 exercise
price specified in section 7,
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the SAR settlement formula specified in section 9, and the exercise price
(or formula for its computation) as to previously granted options or SARs,
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 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 December 31, 1995, 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.
14. Effective Date
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The Plan is effective January 1, 1986; provided that 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 of the Plan. No termination or amendment of the Plan may
adversely affect the rights of an Optionee as to any previously granted
option or SAP without his consent.
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EXHIBIT A
1986 Stock Option and SAR 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, 1995, 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 . .
AMENDMENTS TO DEL E. WEBB CORPORATION
1981 STOCK OPTION PLAN
AND
1986 STOCK OPTION AND SAR PLAN
RESOLVED, that in accordance with the respective provisions of each Plan,
the Board of Directors proposes to exercise its retained authority to amend each
Plan by adding a provision to each Plan to the following effect:
"Cancellation of Options. With the written consent of
consent of an Optionee, the Company may at any time cancel
all or any part of any unexercised Stock Option [or SAR]
previously granted hereunder, whereupon any Shares subject
to such canceled Stock Option or SAR may again be subjected
to a Stock Option or SAR granted under this Plan."
SECOND AMENDMENT
TO THE
1986 STOCK OPTION AND SAR PLAN
OF THE DEL WEBB CORPORATION
1. This Second 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 11 of the Plan is hereby amended and restated as follows:
No Shares shall be delivered upon the exercise of an option
or SAR 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 or SAR
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 SAR
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 or SAR and the
obligation of the Company to sell and delivery stock under
any option or SAR shall be subject
to the approval of any governmental authority which may be
required in connection either with the grant of the option
or SAR or with the authorization, issuance or sale of such
stock.
3. This Second Amendment shall be effective June 30, 1993.
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