THIRD AMENDMENT
TO THE
DEL WEBB CORPORATION
EXECUTIVE LONG-TERM INCENTIVE PLAN
1. THIS THIRD AMENDMENT to the Del Webb Corporation Executive Long-
Term 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.
2. Section 2.1(d) of the Plan is hereby amended to read as follows:
2.1(d) "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 moral
turpitude (meaning a crime that necessarily includes the commission of
an act of gross depravity, dishonesty or bad morals), or (iii) willful
and gross misconduct on the part of a Participant that is materially
and demonstrably detrimental to the Company.
3. Section 2.1(e) of the Plan is hereby amended to read as follows:
2.1(e) 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.
4. Section 2.1(h) of the Plan is hereby amended to read as follows:
2.1(h) "Company" means Del Webb Corporation, a Delaware
corporation (including any and all Subsidiaries), or any successor
thereto as provided in Article 17 hereof.
5. Section 6.5 of the Plan is hereby amended to read as follows:
6.5 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each
Participant.
6. Section 6.6 of the Plan is hereby amended by changing the second
full paragraph thereof to read as follows:
The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) by
tendering previously acquired Shares having a Fair Market Value at the
time of exercise equal to the total Option
Price, or (c) by a combination of (a) and (b).
7. Section 6.8(a) of the Plan is hereby amended to read as follows:
(a) Termination by Death. In the event the employment of a
Participant is terminated by reason of death, any outstanding Options
granted to that Participant which are deemed vested as of the date of
death shall remain exercisable at any time prior to their expiration
due, or for one
(1) year after the date that employment was terminated, whichever
period is shorter, by such person or persons as shall have been named
as the Participant's beneficiary or by such persons that have acquired
the Participant's rights under the Option by will or by the laws of
descent and distribution.
The portion of any outstanding Option which is deemed vested
under this Plan as of the date of employment termination shall be
determined according to the following guidelines:
(i) The portion of the Option which is exercisable as of the
date of employment termination shall remain exercisable;
(ii) The percentage vesting of the portion of an Option which
otherwise would have vested on the anniversary of the date of grant
next following the Participant's death (the "Next Vesting Date"), shall
equal a fraction, the numerator of which is the number of full weeks of
such Participant's employment during the 12-month period ending on the
Next Vesting Date, and the denomination of which is fifty-two (52); and
(iii) Any portion of an Option which is not deemed vested as
of the date of employment termination, including the portion of the
Option that is not deemed vested prior to the Next Vesting Date
(determined in accordance with Subparagraph (ii) above), and the
portion of an Option which would have vested after the Next Vesting
Date, shall expire immediately and may not be exercised following such
time. The Shares subject to such expired Option shall be forfeited by
the Participant and shall again be available for grant under the Plan.
8. Section 7.3 of the Plan is hereby amended to delete the language in
the original Section 7.3 and add the following to the language added in the
Second Amendment:
7.3 TRANSFERABILITY. Except as provided in this Article 7, the
Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end
of the applicable Period of Restriction established by the Committee
and specified in the Restricted Stock Agreement, or upon earlier
satisfaction of any other conditions, as specified by the Committee in
its sole discretion and set forth in the Restricted Stock Agreement.
All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his or her
lifetime only to such Participant.
9. Section 13 (a) of the Plan is hereby amended to read as follows:
(a) Any and all Options granted hereunder shall become immediately
exercisable and shall remain exercisable by the Participant at
any time prior
to their expiration date or for one (1) year after the date of
the occurrence of the Change in Control, whichever period is
shorter; PROVIDED THAT, if the Participant is terminated
following such Change in Control, the provisions of the Plan
regarding exercisability of vested options set forth in
Sections 6.8 and 6.9 shall apply.
10. Section 18.2 of the Plan is hereby amended to read as follows:
18.2 GOVERNING LAW. The Plan, and all agreements hereunder,
shall be governed by the laws of the State of Delaware.
11. This Third amendment is pursuant to a Board of Directors resolution
dated February 11, 1998 and is effective as of that date.
DEL WEBB CORPORATION
By:/s/ Robertson C. Jones
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Its: Senior Vice President
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