FIRST AMENDMENT
TO THE
DEL WEBB CORPORATION
1995 EXECUTIVE
MANAGEMENT INCENTIVE PLAN
THIS FIRST AMENDMENT to the Del Webb Corporation Management Incentive
Plan (the "Plan") shall only amend those Sections specified herein and the
remaining provisions of the Plan not so amended are hereby ratified and
affirmed.
1. Section 6.4 of the Plan is hereby amended by adding the following to
the end of the paragraph as follows:
; PROVIDED THAT, if the Plan or a participant's employment is
terminated (except termination for Cause) following a Change in Control
(as defined below) but prior to the date that an Award is paid with
respect to the Performance Period(s) in which the Change in Control
occurs, such participant shall be paid a percentage of the bonus which
would have been payable to him or her at the end of such Performance
Period(s) (computed as if all Performance Goals and other criteria had
been achieved). The percentage of the Award will equal a fraction, the
numerator of which is the number of full weeks of employment during the
Performance Period in which employment termination occurs, and the
denominator of which is fifty-two (52); provided that, if a Participant
has an employment agreement, change in control agreement or other
agreement relating to termination following a Change of Control, such
agreement, and not the above proviso, shall govern the obligations of
the Company and the Participant.
For purposes of this Section 6.4, "Cause" shall mean (I) the
breach by a Participant of any employment contract between the
Participant and the Company, (ii) the conviction of a Participant of a
felony or crime involving morale turpitude (meaning a crime that
necessarily includes the commission of an act of gross depravity,
dishonesty or bad morales), or (iii) willful and gross misconduct on
the part of a Participant that is materially and demonstrably
detrimental to the Company.
For purposes of this Plan, a "Change in Control" of the
Company shall be deemed to have occurred in any or all of the following
instances:
(1) Any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act, other than a trustee or other fiduciary
holding securities under an employee benefit plan of Company or a
corporation owned directly or indirectly by the stockholders of Company
in substantially the same proportions as their ownership of stock of
Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Company representing 20% or more of the total voting
power represented by Company's then outstanding Voting Securities (as
defined below); or
(2) During any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors
of Company and any new director whose election by the Board of
Directors or nomination for election by Company's stockholders was
approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or
(3) The stockholders of Company approve a merger or
consolidation of Company with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting
Securities of the Surviving entity) at least 80% of the total voting
power represented by the Voting Securities of Company or such surviving
entity outstanding immediately after such merger or consolidation; or
(4) The stockholders of Company approve a plan of complete
liquidation of Company or an agreement for the sale or disposition by
Company of (in one transaction or a series of transactions) all or
substantially all Company's assets.
For purposes of this Section, the term "Voting Securities"
shall mean and include any securities of the Company which vote
generally for the election of directors.
2. This First amendment is pursuant to a Board of Directors resolution
dated February 11, 1998.
DEL WEBB CORPORATION
By:/s/ Robertson C. Jones
---------------------------------
Its: Senior Vice President
---------------------------------
---------------------------------