DEL WEBB CORPORATION
1998 EXECUTIVE LONG-TERM INCENTIVE PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. Del Webb Corporation, a Delaware corporation
(the "Company"), hereby establishes an incentive compensation plan to be known
as the "Del Webb Corporation 1998 Executive Long-Term Incentive Plan" (the
"Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Performance Units, and Performance-Based Awards.
Upon approval by the Board of Directors of Company and subject to
shareholder ratification, the Plan shall become effective as of November 4, 1998
(the "Effective Date") and shall remain in effect as provided in Section 1.3.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success,
and enhance the value, of Company by linking the personal interests of
Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance.
The Plan is further intended to provide flexibility to Company in
itsability to motivate, attract, and retain the services of Participants upon
whose judgment, interest, and special effort the successful conduct of its
operation largely is dependent.
1.3 Duration of the Plan. Subject to approval by the Board of Directors of
Company and ratification by the shareholders of Company, the Plan shall commence
on the Effective Date, as described in Section 1.1, and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any time
pursuant to Article 14, until all Shares subject to it shall have been purchased
or acquired according to the Plan's provisions. However, in no event may an
Award be granted under the Plan on or after November 3, 2008.
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1 Definitions. Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted
Stock, Performance Units, or Performance-Based Awards.
(b) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(c) "Board" or "Board or Directors" means the Board of Directors of
Del Webb Corporation.
(d) "Cause" means (i) the breach by a Participant of any employment
contract between the Participant and 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
Company.
(e) A "Change in Control" of 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 Company which vote generally for the election
of directors.
(f) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(g) "Committee" means the committee, as specified in Article 3,
appointed by the Board to administer the Plan with respect to grants of
Awards.
(h) "Company" means Del Webb Corporation, a Delaware corporation
(including any and all Subsidiaries), or any successor thereto as provided
in Article 16 herein.
(i) "Covered Employee" means an Employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.
(j) "Director" means any individual who is a member of the Board of
Directors of Company.
(k) "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in good
faith, upon receipt of sufficient competent medical advice from one or more
individuals, selected by the Committee, who are qualified to give
professional medical advice.
(l) "Employee" means any full-time, nonunion employee of Company.
Directors who are not otherwise employed by Company shall not be considered
Employees under this Plan.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act thereto.
(n) "Fair Market Value" means, as of any given date, the fair market
value of a Share or other property determined by such methods or procedures
as may be established from time to time by the Committee. Unless otherwise
determined by the Committee, the Fair Market Value of a Share as of any
date shall be the closing price for a Share on any national securities
exchange on which the Shares are then listed for that date or, if there is
no closing price for that date, the closing price on the next preceding
date for which there is a closing price, all as reported in the Wall Street
Journal.
(o) "Incentive Stock Option" or "ISO" means an option to purchase
Shares which is designated as an Incentive Stock Option and is intended to
meet the requirements of Section 422 of the Code.
(p) "Insider" means an Employee who is, at the time an Award is made
under this Plan, an insider pursuant to Section 16 of the Exchange Act.
(q) "Non-Employee Director" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange
Act as it may be amended, replaced, or suspended from time to time.
(r) "Nonqualified Stock Option" or "NQSO" means an Option to purchase
Shares which is not intended to be an Incentive Stock Option.
(s) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
(t) "Option Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option, as determined by the Committee.
(u) "Parent" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Exchange Act.
(v) "Participant" means an Employee of Company who has outstanding an
Award granted under the Plan.
(w) "Performance-Based Awards" means the Restricted Stock Awards and
Performance Unit Awards granted to selected Covered Employees pursuant to
Articles 7 and 8, but which are subject to the terms and conditions set
forth in Article 9. All Performance- Based Awards are intended to qualify
as "performance-based compensation" under Section 162(m) of the Code.
(x) "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance
Goals for a Participant for a Performance Period. The Performance Criteria
that will be used to establish Performance Goals are limited to the
following: pre- or after-tax net earnings, revenue growth, operating
income, operating cash flow, return on net assets, return on shareholders'
equity, return on assets, return on capital, Share price growth,
shareholder returns, gross or net profit margin, earnings per share, price
per Share, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group. The Committee shall, within the time prescribed by
Section 162(m) of the Code, define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.
(y) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based
upon the Performance Criteria. Depending on the Performance Criteria used
to establish such Goal, the Goal may be expressed in terms of overall
Company performance or the performance of an operating unit or community.
The Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants, (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development; and (ii) in recognition of, or in anticipation of,
any other unusual or nonrecurring events affecting Company, or the
financial statements of Company, or (iii) in response to, or in
anticipation of, changes in applicable laws, regulations, accounting
principles, or business conditions.
(z) "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured
for the purpose of determining a Participant's right to, and the payment
of, a Performance-Based Award.
(aa) "Performance Unit" means an Award granted to an Employee pursuant
to Article 8.
(bb) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is limited in some way (based on the
passage of time, the achievement of performance goals, or upon the
occurrence of other events as determined by the Committee, in its
discretion), and the Shares are subject to a substantial risk of
forfeiture, as provided in Article 7.
(cc) "Restricted Stock" means an Award granted to a Participant
pursuant to Article 7.
(dd) "Retirement" means a voluntary termination of employment by a
Participant who has less than ten (10) years of service with Company at or
after age sixty-five (65), or voluntary termination at or after age
fifty-five (55) for Participants who have at least ten (10) years of
service with Company as of the date of employment termination.
(ee) "Shares" means the shares of common stock of Del Webb
Corporation.
(ff) "Subsidiary" means any corporation in which Company owns
directly, or indirectly through subsidiaries, at least fifty percent (50%)
of the total combined voting power of all classes of stock, or any other
entity (including, but not limited to, partnerships and joint ventures) in
which Company owns at least fifty percent (50%) of the combined equity
thereof.
2.2 Gender and Number. Except where otherwise indicated by the context,any
masculine term used herein also shall include the feminine; the plural
shallinclude the singular and the singular shall include the plural.
2.3 Severability. In the event that a court of competent
jurisdictiondetermines that any portion of this Plan is in violation of any
statute, commonlaw, or public policy, then only the portions of this Plan that
violate suchstatute, common law, or public policy shall be stricken. All
portions of this Plan that do not violate any statute or public policy shall
continue in full force and effect. Further, any court order striking any portion
of this Plan shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Plan.
ARTICLE 3. ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Human Resources
Committee of the Board, or by any other Committee appointed by the Board to
administer the Plan. In any event, unless otherwise specifically provided by the
Board, the Committee shall consist of not less than two (2) Directors each of
whom qualifies as (i) a Non-Employee Director, and (ii) an "outside director"
under Code Section 162(m) and the regulations thereunder. The members of the
Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors. The Human Resources Committee of the
Board shall constitute the Committee unless the Board determines otherwise.
3.2 Authority of the Committee. The Committee shall have full power,except
as limited by law or by the Articles of Incorporation or Bylaws ofCompany, and
subject to the provisions herein, to determine the size and typesof Awards; to
determine the terms and conditions of such Awards including, but not limited to,
the exercise price, grant price, or purchase price, any restrictions or
limitations on any Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers
thereof, based in each case on such considerations as the Committee in its sole
discretion determines; to cancel and reissue anyAwards granted hereunder in the
event the Award lapses for any reason (provided that the Committee shall not
have the authority to reprice previously issued and currently outstanding Awards
without shareholder approval); to construe and interpret the Plan and any
agreement or instrument entered into under the Plan;to establish, amend, or
waive rules and regulations for the Plan's administration; and (subject to the
provisions of Article 14) to amend the terms and conditions of any outstanding
Award to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Further, theCommittee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its authorities as
identified hereunder.
3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.
3.4 Delegation. The Committee may delegate to any officer of Company or any
committee comprised of officers of Company the authority to take any and all
actions permitted or required to be taken by the Committee hereunder; provided
that such delegation shall not be permitted with respect to Options or
otherAwards granted or to be granted to any officer of Company and that, to the
extent the Committee delegates authority to grant Options and other Awards
hereunder, such delegation shall specify the aggregate number of Shares that
maybe awarded pursuant to such delegation and may establish the maximum number
ofShares that may be subject to any Award made pursuant to such delegation and
any other limitations thereon that the Committee may choose to impose.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the
total number of Shares available for grant under the Plan shall be one million
(1,000,000). These one million (1,000,000) Shares may be either authorized but
unissued or reacquired Shares.
4.2 Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award under the Plan.
4.3 Adjustments in Authorized Shares. The Committee may make or provide for
such adjustments in the (a) number of Shares covered by outstanding Awards
granted hereunder, (b) prices per Share applicable to outstanding Awards and (C)
kind of Shares covered thereby, as the Committee in its sole discretion may in
good faith determine to be equitably required in order to prevent dilution
orenlargement of the rights of Participants that otherwise would result from (x)
any stock dividend, stock split, combination or exchange of Shares,
recapitalization or other change in the capital structure of Company, (y) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization,
partial or complete liquidation, or other distribution of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate transaction or event having an effect similar to any of
the foregoing. Moreover, in the event of any such transaction or event, the
Committee may provide in substitution for any or all outstanding Awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all Awards so replaced. The Committee may also make or provide for
such adjustments in the number of Shares specified in Section 4.1, 4.4, or 9.5as
the Committee in its sole discretion may in good faith determine to be
appropriate in order to reflect any transaction or event described in this
Section. Any adjustment pursuant to this Section will be conclusive and binding
for all purposes of the Plan.
4.4 Limitation on Number of Shares Subject to Award. Notwithstanding
anyprovision in the Plan to the contrary, the maximum number of shares of Stock
that may be subject to one or more Awards granted to any one Participant over
the term of the Plan shall be three hundred thousand (300,000).
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in this Plan include all
officers and key Employees of Company, as determined by the Committee, including
Employees who are members of the Board, but excluding Non-Employee Directors.
5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Employee shall have any right to be granted an Award under this
Plan.In addition, nothing in this Plan shall interfere with or limit in any way
theright of Company to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of Company.
ARTICLE 6. STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees at any time and from time to time as shall
be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each
Participant.The Committee may grant ISOs, NQSOs, or a combination thereof.
Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs in
excess of the maximum established for ISOs by Section 422(d) of the Code.
6.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Option Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422 of the Code,or
a NQSO whose grant is intended not to fall under the provisions of Section422 of
the Code.
6.3 Option Price. The Option Price for each grant of an Option shall not be
less than one hundred percent (100%) of the Fair Market Value of such Share on
the date the Option is granted.
6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of
itsgrant.
6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions
asthe Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.
6.6 Payment. Options shall be exercised by the delivery of a written notice
of exercise to the Secretary of Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by fullpayment for
the Shares.
The Option Price upon exercise of any Option shall be payable to Company
infull 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).
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee determines to be consistent with the
Plan's purpose and applicable law. The proceeds from such a payment shall be
added to the general funds of Company and shall be used for general corporate
purposes.
As soon as practicable after receipt of a written notification of exercise
and full payment, Company shall deliver to the Participant, in the Participant's
name, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option(s).
6.7 Restrictions on Share Transferability. The Committee shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.
6.8 Termination of Employment Due to Death, Disability, or Retirement.
(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 date, 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 denominator 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 an 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.
(b) Termination by Disability. In the event the employment of a
Participant is terminated by reason of Disability, any outstanding Options
granted to that Participant which are vested as of the date of termination
due to Disability shall remain exercisable at any time prior to their
expiration date, or for one (l) year after the date of termination due to
Disability, whichever period is shorter.
The portion of any outstanding Option which is deemed vested as of the
date of termination due to Disability shall be determined pursuant to the
guidelines set forth in Subparagraphs (a)(i) through (a)(iii) of this
Section 6.8.
Any Options that are not vested as of the date of termination due to
Disability shall expire immediately and may not be exercised following such
date.
(c) Termination by Retirement. In the event the employment of a
Participant is terminated by reason of Retirement, any outstanding Options
granted to that Participant which are vested as of the effective date of
Retirement shall remain exercisable at any time prior to their expiration
date, or for three (3) years after the effective date of Retirement,
whichever period is shorter.
The portion of any outstanding Option which is deemed vested as of the
effective date of Retirement shall be determined pursuant to the guidelines
set forth in Subparagraphs (a)(i) through (a)(iii) of this Section 6.8.
Any Options which are not vested as of the effective date of
Retirement shall expire immediately and may not be exercised following such
date.
(d) Exercise Limitations on ISOs. In the case of ISOs, the tax
treatment prescribed under Section 422 of the Code may not be available if
the Options are not exercised within the Section 422 prescribed time
periods after each of the various types of employment termination.
(e) Option Agreements. The exercise periods and vesting rules
described in Subparagraphs (a), (b), and (c) above shall apply in the
absence of any contrary provisions in the Option Agreement. The Committee
may prescribe alternative vesting rules and exercise periods in an Option
Agreement.
6.9 Termination of Employment for Other Reasons. Except as otherwise
provided in an applicable Option Agreement, if the employment of a Participant
shall terminate for any reason (other than the reasons set forth in Section 6.8
or for Cause), all Options held by the Participant which are not vested as of
the effective date of employment termination immediately shall be forfeited to
Company (and shall once again become available for grant under the Plan).
Except as otherwise provided in an applicable Option Agreement, options
which are vested as of the effective date of employment termination may be
exercised by the Participant within the period beginning on the effective date
of employment termination and ending three (3) months after such date.
If the employment of a Participant shall terminate for Cause, all
outstanding Options held by the Participant immediately shall be forfeited
toCompany and no additional exercise period shall be allowed, regardless of the
vested status of the Options.
6.10 Nontransferability of Options. An Incentive Stock Option granted under
the Plan may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution.
A NQSO granted under the Plan may be transferrable subject to such terms and
conditions as may be established by the Committee from time to time.All Options
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant; provided that a NQSO that has been
transferred pursuant to the preceding sentence may be exercised by the
transferee.
ARTICLE 7. RESTRICTED STOCK
7.1 Grant of Restricted Stock. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to eligible Employees in such amounts as the Committee shall
determine. The total number of Shares of Restricted Stock granted under this
Plan pursuant to Restricted Stock Agreements that include only time based
restrictions shall not exceed one hundred thousand (100,000) Shares of
Restricted Stock. The total number of Shares of Restricted Stock granted under
this Plan pursuant to Restricted Stock Agreements that include restrictions
based on achievement of specific performance goals, (including, but not
limitedto Company-wide, divisional, and/or individual goals) shall not exceed an
additional one hundred thousand (100,000) Shares.
7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, or Periods, the number of Restricted Stock Shares granted, and such
other provisions as the Committee shall determine.
7.3 Transferability. Except as provided in this Article 7, the Shares of
Restricted Stock granted under this Plan may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicablePeriod of Restriction established by the Committee and specified in
theRestricted Stock Agreement, or upon earlier satisfaction of any
otherconditions, as specified by the Committee in its sole discretion and set
forthin the Restricted Stock Agreement. All rights with respect to the
RestrictedStock granted to a Participant under the Plan shall be available
during his orher lifetime only to such Participant.
7.4 Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions based upon the achievement
of specific performance goals (Company-wide, divisional, and/orindividual),
and/or restrictions under applicable Federal or state securities laws; and may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions.
7.5 Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 7.4, each certificate representing Shares of Restricted
Stock granted pursuant to the Plan may bear the following legend:
"The sale or other transfer of the Shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer as set forth in the Del Webb
Corporation 1998 Executive Long-Term Incentive Plan, and in a Restricted
Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may
be obtained from the Secretary of Del Webb Corporation."
7.6 Removal of Restrictions. Except as otherwise provided in this Article
7, Shares of Restricted Stock covered by each Restricted Stock grant made under
the Plan shall become freely transferable by the Participant after the last day
of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required
bySection 7.5 removed from his or her Share certificate.
7.7 Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted under this Plan may exercise full voting
rights with respect to those Shares.
7.8 Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted under this Plan shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock withrespect
to which they were paid.
7.9 Termination of Employment. If the employment of a Participant shall
terminate for any reason, except as otherwise set forth in the Restricted
StockAgreement all nonvested shares of Restricted Stock held by the Participant
upon the effective date of employment termination immediately shall be forfeited
and shall once again become available for grant under the Plan. The number of
Shares of Restricted Stock which are deemed vested as of the effective date of
employment termination shall be determined pursuant to the guidelines set
forthwith respect to the vesting of Options, as specified in Sections 6.8 and
6.9,except as otherwise provided in the Restricted Stock Agreement.
ARTICLE 8. PERFORMANCE UNITS
8.1 Grant of Performance Units. Subject to the terms of the Plan,
Performance Units may be granted to eligible Employees at any time and from time
to time, as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Units granted to
each Participant. The terms upon which the Performance Units are granted shall
be set forth in a Performance Unit Award Agreement
8.2 Value of Performance Units. Each Performance Unit shall have an initial
value that is established by the Committee at the time of grant. The Committee
shall set performance goals in its discretion which, depending on the extent to
which they are met, will determine the number and/or value of Performance Units
that will be paid out to the Participants.
8.3 Earning of Performance Units. After the applicable time period during
which the goals must be met, the holder of Performance Units shall be entitled
to receive payout on the number of Performance Units earned by the Participant
over such period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved, all as set forth in the
Performance Unit Award Agreement.
8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within forty-five
(45)calendar days following the close of the applicable time period during which
the goals must be met. The Committee, in its sole discretion, may pay earned
Performance Units in the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value equal to the value of the earned
Performance Units at the close of such period.
Prior to the beginning of each time period during which the goals must be
met, Participants may elect to defer the receipt of the Performance Unit payout
upon such terms as the Committee deems appropriate.
8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event the employment of a
Participant is terminated by reason of death, Disability, Retirement, or
involuntary termination without Cause during a Performance Period, the
Participant shall receive a prorated payout of the Performance Units. The
prorated payout shall be determined by the Committee, in its sole discretion,
based upon the guidelines set forth with respect to the vesting of Options, as
specified in Sections 6.8 and 6.9, or such other standards as may be prescribed
by the Committee in the Performance Unit Award Agreement, and further adjusted
based on the achievement of the preestablished performance goals.
Payment of earned Performance Units shall be made at the same time payments
are made to Participants who did not terminate employment during the applicable
time period during which the goals must be met.
8.6 Termination of Employment for Other Reasons. In the event that a
Participant terminates employment with Company for any reason other than those
reasons set forth in Section 8.5, unless the Committee determines otherwise, all
Performance Units shall be forfeited by the Participant to Company and shall
once again be available for grant under the Plan.
8.7 Nontransferability. Performance Units may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further a Participant's rights under
the Plan shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.
ARTICLE 9. PERFORMANCE-BASED AWARDS
9.1 Purpose. The purpose of this Article 9 is to provide the Committee the
ability to qualify the Restricted Stock Awards under Article 7 and the
Performance Unit Awards under Article 8 as "performance-based compensation"under
Section 162(m) of the Code. If the Committee, in its discretion, decides to
grant a Performance-Based Award to a Covered Employee, the provisions of
thisArticle 9 shall control over any contrary provision contained in Articles 7
or8.
9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
Committee may, in its discretion, grant Restricted Stock Awards or
PerformanceUnit Awards to Covered Employees that do not satisfy the requirements
of this Article 9. The designation of a Covered Employee as a Participant for a
Performance Period shall not in any manner entitle the Participant to receive an
Award for the period. Moreover, designation of a Covered Employee as a
Participant for a particular Performance Period shall not require designation of
such Covered Employee as a Participant in any subsequent Performance Period and
designation of one Covered Employee as a Participant shall not require
designation of any other Covered Employee as a Participant in such period or in
any other period.
9.3 Discretion of Committee with Respect to Performance Awards. With regard
to a particular Performance Period, the Committee shall have full discretion to
select the length of such Performance Period, the type of Performance-Based
Awards to be issued, the kind and/or level of the Performance Goal, and whether
the Performance Goal is to apply to Company, a Subsidiary orany division or
business unit thereof.
9.4 Payment of Performance Awards. Unless otherwise provided in the
relevant Award Agreement, a Participant must be employed by Company or a
Subsidiary on the last day of the Performance Period to be eligible for a
Performance Award for such Performance Period. Furthermore, a Participant shall
be eligible to receive payment under a Performance-Based Award for a Performance
Period only if the Performance Goals for such period are achieved.
In determining the actual size of an individual Performance-Based Award,
the Committee may reduce or eliminate the amount of the Performance-Based Award
earned for the Performance Period, if in its sole and absolute discretion such
reduction or elimination is appropriate.
9.5 Maximum Award Payable. Notwithstanding any provision contained in
thePlan to the contrary, the maximum Performance-Based Award payable to any
oneParticipant under the Plan for a Performance Period is seventy-five thousand
(75,000) Shares, or in the event the Performance-Based Award is paid in cash,
such maximum Performance-Based Award shall be determined by multiplying
seventy-five thousand (75,000) by the Fair Market Value of one Share as of the
date of grant of the Performance-Based Award.
ARTICLE 10. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by Company, and will be effective only when filed by the Participant
in writing with the Human Resource Department of Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.
ARTICLE 11. DEFERRALS
The Committee may permit a Participant to defer such Participant's receipt
of the payment of cash or the delivery of Shares that would otherwise be due to
such Participant by virtue of the exercise of an Option, the lapse or waiver of
restrictions with respect to Restricted Stock, or the satisfaction of any
requirements or goals with respect to Performance Units. If any such deferral
election is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.
ARTICLE 12. RIGHTS OF EMPLOYEES
12.1 Employment. Nothing in the Plan shall interfere with or limit in
anyway the right of Company to terminate any Participant's employment at any
time,nor confer upon any Participant any right to continue in the employ of
Company. For purposes of the Plan, transfer of employment of a Participant
between Company and any one of its Subsidiaries (or between Subsidiaries) shall
not be deemed a termination of employment.
12.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
ARTICLE 13. CHANGE IN CONTROL
Upon the occurrence of a Change in Control, unless otherwise specifically
prohibited by the terms of Article 17:
(a) Any and all Options granted under the Plan 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.
(b) Any restriction periods and restrictions imposed on Restricted
Shares shall lapse, and within ten (10) business days after the occurrence
of a Change in Control, the stock certificates representing Shares of
Restricted Stock, without any restrictions or legend thereon, shall be
delivered to the applicable Participants;
(c) The value of all Performance Units and the time and manner of
payment for Performance Units shall be governed by the terms of the
Performance Unit Award Agreement; and
(d) Subject to Article 14, the Committee shall have the authority to
make any modifications to the Awards as determined by the Committee to be
appropriate before the effective date of the Change in Control.
ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION
14.1 Amendment, Modification, and Termination. With the approval of
theBoard, at any time and from time to time, the Committee may terminate, amend,
or modify the Plan. However, to the extent necessary and desirable to comply
with any applicable law, regulation, or stock exchange rule, the Board shall
obtain shareholder approval of any Plan amendment in such manner and to such a
degree as may be required.
14.2 Awards Previously Granted. No termination, amendment, or modification
of the Plan shall in any manner adversely affect any Award previously granted
under the Plan, without the written consent of the Participant holding such
Award.
ARTICLE 15. WITHHOLDING
The Company shall have the power and the right to deduct or withhold, or
require a Participant to remit to Company, an amount sufficient to satisfy
Federal, state, and local taxes (including the Participant's FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.
ARTICLE 16. SUCCESSORS
All obligations of Company with respect to Awards granted under the Plan
shall be binding on any successor to Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation,or otherwise, of all or substantially all of the business and/or
assets of Company.
ARTICLE 17. REQUIREMENTS OF LAW
17.1 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
17.2 Governing Law. The Plan, and all agreements hereunder, shall be
governed by the laws of the State of Delaware.