EXHIBIT 10.2**AMENDEDAND RESTATED****1998 CENTEX CORPORATION****EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN****(Last Amended on October 11, 2006)****1. Purpose of the Plan.**     This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the “**Plan**”) isintended as an employment incentive to retain in the employ of Centex Corporation (the“**Company**”), and any Affiliate (including any entity that becomes an Affiliate), persons oftraining, experience and ability, to attract new employees whose services are considered valuable,to encourage the sense of proprietorship of such persons, and to stimulate the active interest ofsuch persons in the development and financial success of the Company. For purposes of the Plan,“**Affiliate**” shall mean any direct or indirect subsidiary or parent of the Company and anypartnership, joint venture, limited liability company or other business venture or entity in whichthe Company owns at least 50% of the ownership interest in such entity, as determined by theCommittee in its sole and absolute discretion (such determination by the Committee to beconclusively established by the grant of options by the Committee to an officer or employee of suchan entity). It is further intended each option granted pursuant to the Plan (herein, an“**Option**”) shall constitute non-qualified stock options within the meaning of Section 83 ofthe Code.**2. Administration of the Plan.**     The Board of Directors shall appoint and maintain a Compensation and Stock Option Committee(hereinafter called the “**Committee**”) of the Board of Directors to administer the Plan.Subject to the terms and conditions of the Plan, the Committee shall have full power and authorityto designate persons to whom Options will be granted, to determine the terms and provisions ofrespective option agreements (which need not be identical), and to interpret the provisions andsupervise the administration of the Plan. The Committee shall have the authority, exercisable inits sole discretion, to grant Options containing such terms and conditions, consistent with theprovisions of the Plan, as the Committee shall determine.**3. Designation of Participants.**     The persons eligible for participation in the Plan as recipients of Options shall include allemployees of the Company or of any Affiliate, including employees of any entity that becomes anAffiliate after the date that the Plan is adopted, other than any of the following persons (herein,an “**Ineligible Person**”):     (a) any person who is an executive officer, as defined by Rule 3b-7 promulgated under theSecurities Exchange Act of 1934, as amended, or director of the Company;     (b) any “officer” of the Company as defined by Rule 16a-1(f) promulgated under the SecuritiesExchange Act of 1934, as amended; or     (c) any “covered employee” of the Company as defined by Section 162(m)(3) of the InternalRevenue Code.
 

 
     Each Option granted hereunder shall be evidenced by an agreement between the Company and theOptionee, which shall contain such terms and conditions as the Committee shall determine in itssole and absolute discretion. Any person who has been granted an Option hereunder (herein, an“**Optionee**”) may be granted an additional Option or Options, if the Committee shall sodetermine. Participation in the Plan shall not preclude an Optionee from participating in anyother stock option, benefit, bonus, or other compensation plan which the Company or any Affiliatehas adopted, or may, from time to time, adopt for the benefit of its employees.**4. Stock Reserved for the Plan.**     Subject to any adjustment provided in Paragraph 9 hereof, a total of 5,500,000 shares ofcommon stock, $0.25 par value, of the Company (the “**Stock**”) shall be subject to the Plan.As of March 31, 2006, the number of shares available for Option issuance is 96,552. The shares ofStock subject to the Plan shall consist of unissued shares or previously issued shares reacquiredand held by the Company, or any Affiliate, and such amount of shares shall be and hereby isreserved for delivery under the Plan. Any of such shares which may remain unsold and which are notsubject to outstanding Options at the termination of the Plan shall cease to be reserved for thepurpose of the Plan, but until termination of the Plan the Company shall at all times reserve asufficient number of shares of Stock to meet the requirements of the Plan. Should any Optionexpire or be canceled prior to its exercise or relinquishment in full, the shares theretoforesubject to such Option may again be subjected to an Option under the Plan. If the purchase priceor tax withholding is permitted to be satisfied by the tender or withholding of shares of Stock tothe Company (by either actual delivery or attestation), the number of shares of Stock tendered orwithheld shall be eligible for reissuance under the Plan.**5. Purchase Price.**     (a) The purchase price of each share placed under option pursuant to the Plan (a“Share”) shall be determined by the Committee, but in no event shall be less than 100% ofthe Fair Market Value of such Share on the date the Option is granted. If an Option is granted aspart of an Optionee’s compensation package at the commencement of an Optionee’s employment by theCompany or an Affiliate, the Option shall be deemed to have been granted on the date ofcommencement of such Optionee’s employment by the Company or any Affiliate (the “CommencementDate”) and the purchase price of a Share shall be equal to the Fair Market Value of such Shareon the Commencement Date, so long as such Option is not granted more than ninety (90) daysfollowing the Commencement Date.     (b) “**Fair Market Value**” of a share of Stock means, as of a particular date, (A) if theStock is listed on a national securities exchange, the closing price per share of such Stock, asreported on the consolidated transaction reporting system for the New York Stock Exchange or suchother national securities exchange on which the Stock is listed that is at the applicable time theprincipal market for the Stock, or any other source selected by the Committee, or, if there shallhave been no such sales so reported on that date, on the last preceding date on which such a salewas so reported, (B) if the Stock is not so listed, the mean between the closing bid and askedprice of the Stock on that date, or, if there are no quotations available for such date, on thelast preceding date on which such a quotation was reported, as reported on a recognized quotationsystem selected by the Committee, or, if not so reported, then as reported by The Pink Sheets LLC(or a similar
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organization or agency succeeding to its functions of reporting prices), or (C) at the discretion of the Committee,the value of Stock determined in good faith by the Committee.**6. Option Period.**     The Options granted under the Plan shall be for any term set by the Committee, but not morethan ten (10) years from the date of granting of each Option. All rights to exercise an Optionshall terminate within three (3) months after the date the Optionee ceases to be an employee of theCompany or any Affiliate, except that     (a) the Committee, in its discretion, may provide in new option grants or amend outstandingOptions to provide an extended period of time during which an Optionee can exercise an Option up tothe maximum permissible period which such Optionee’s Option would have been exercisable in theabsence of the Optionee ceasing to be an employee of the Company or an Affiliate;     (b) if an Optionee ceases to be employed by the Company or an Affiliate by reason of suchOptionee’s death, all rights to exercise such Option shall terminate fifteen (15) months after suchdeath; and     (c) if the Optionee is terminated for cause, as determined by the Committee in its sole andabsolute discretion, any Option granted to such Optionee hereunder shall terminate on the date ofsuch termination.     (d) Attached hereto are resolutions adopted by the Compensation and Management DevelopmentCommittee of the Board of Directors of the Company, now the “Committee”, relating to vesting andexercise, which shall apply only to Options granted prior to April 1, 2006.**7. Exerciseof Options.**     (a) Any Option granted hereunder shall be exercisable from time to time under the termsspecified in the Plan, by the Committee, or in the agreement relating to the grant of such Option.     (b) Each exercise of an Option or a portion of an Option shall be evidenced by a notice inwriting by or on behalf of the Optionee to the Company, stating the number of shares with respectto which the Option is being exercised.     (c) Options may be exercised solely by the Optionee or a Permitted Transferee (hereafterdefined).     (d) The purchase price of the Shares for which an Option is exercised must be paid prior toissuance of the Shares. Such purchase price shall be payable (i) in cash, certified or cashiers’check, or wire transfer, (ii) at the option of the holder of such Option, in Stock theretoforeowned by such holder by either actual delivery of shares or by attestation, or through thewithholding by the Company from the Shares otherwise issuable pursuant to the Option of anappropriate number of Shares, (iii) by a combination of cash and such delivery or withholding ofStock; or (iv) by delivery of a properly executed exercise notice together with irrevocableinstructions to a broker satisfactory to the Company to promptly deliver to the Company the amountof sale or loan proceeds required to pay the exercise price and applicable withholding taxes. Forpurposes of determining the amount, if
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any, of the purchase price satisfied by payment in Stock,such Stock shall be valued at its Fair MarketValue on the date of exercise. Any Stock delivered in satisfaction of all or a portion of thepurchase price shall be appropriately endorsed for transfer and assignment to the Company. Noholder of an Option shall be, or have any of the rights or privileges of, a shareholder of theCompany in respect of any Shares unless and until certificates representing such Shares shall havebeen delivered by the Company to such holder or such holder’s interest in such shares shall havebeen evidenced by an entry on the Company’s books and records.     (e) If any law or regulation requires the Company to take any action with respect to theShares specified in such notice, the time for delivery thereof, which would otherwise be aspromptly as possible, shall be postponed for the period of time necessary to take such action.**8. Assignability**.     Unless otherwise permitted by the Committee, no Option or interest therein shall betransferable by the Optionee otherwise than by will, the applicable laws of descent anddistribution, or a domestic relations order. Any person to whom an Option is transferred inaccordance with this Section 8 is referred to herein as a “**Permitted Transferee**”.**9. Adjustments.**     (a) In the event of any subdivision or consolidation of outstanding Stock of the Company,declaration of a dividend payable in shares of Stock of the Company or other stock split, then (i)the number of shares of Stock reserved under this Plan, (ii) the number of shares of Stock coveredby outstanding Options, and (iii) the purchase price per share of Stock in respect of such Optionsshall each be proportionately adjusted to reflect such transaction. In the event of any otherrecapitalization or capital reorganization of the Company, any consolidation or merger of theCompany with another corporation or entity, the adoption by the Company of any plan of exchangeaffecting shares of Stock of the Company or any distribution to holders of shares of Stock of theCompany of securities or property (other than normal cash dividends or dividends payable in sharesof Stock of the Company), the Board shall make appropriate adjustments to (i) the number of Sharesreserved under this Plan, (ii) the number of Shares covered by outstanding Options, and (iii) thepurchase price per share in respect of such Options to reflect such transaction; provided that suchadjustments under (ii) and (iii) shall only be such as are necessary to maintain the proportionateinterest of the holders of the Options and preserve, without increasing, the value of such Options.In the event of a corporate merger, consolidation, acquisition of property or stock, separation,reorganization or liquidation, the Board shall be authorized (x) to assume under the Planpreviously issued compensatory options, or to substitute new Options for previously issuedcompensatory Options as part of such adjustment or (y) to cancel Options and give the Participantswho are the holders of such Options notice and opportunity to exercise for 30 days prior to suchcancellation.     (b) Except as is otherwise expressly provided herein, the issue by the Company of shares ofits capital stock of any class, or securities convertible into shares of capital stock of anyclass, either in connection with a direct sale or upon the exercise of rights or warrants tosubscribe therefor, or upon conversion of shares or obligations of the Company convertible intosuch shares or other securities, shall not affect, and no adjustment by reason thereof shall bemade with respect to, the number of or purchase price of Shares. Furthermore, the presence ofoutstanding Options granted under the Plan shall not affect in any manner the right or power of theCompany to make, authorize
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or consummate (i) any or all adjustments, recapitalizations,reorganizations or other changes in theCompany’s capital structure or its business; (ii) any merger or consolidation of the Company;(iii) any issue by the Company of debt securities or preferred or preference stock (whether or notsuch issue is prior to, on a party with or junior to the Stock); (iv) the dissolution orliquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assetsor business of the Company; or (vi) any other corporate act or proceeding, whether of a similarcharacter or otherwise.     (c) Notwithstanding anything to the contrary above, a dissolution or liquidation of theCompany, a merger (other than a merger effecting a reincorporation of the Company in another state)or consolidation in which the Company is not the surviving corporation (or survives only as asubsidiary of another corporation in a transaction in which the stockholders of the parent of theCompany and their proportionate interests therein immediately after the transaction are notsubstantially identical to the stockholders of the Company and their proportionate intereststherein immediately prior to the transaction), a transaction in which another corporation becomesthe owner of 50% or more of the total combined voting power of all classes of stock of the Company,or a change in control (as specified below), shall cause every Option then outstanding to becomeexercisable in full immediately prior to such dissolution, liquidation, merger, consolidation,transaction, or change in control, to the extent not theretofore exercised, without regard to thedetermination as to the periods and installments of exercisability contained in the Agreements if(and only if) such Options have not at that time expired or been terminated. For purposes of thisparagraph, a change in control shall be deemed to have taken place if: a third person, including a“group” as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of shares of theCompany having fifty percent (50%) or more of the total number of votes that may be cast for theelection of directors of the Company; or as a result of, or in connection with, a contestedelection for directors, the persons who were directors of the Company immediately before suchelection shall cease to constitute a majority of the Board. Notwithstanding the foregoingprovisions of this paragraph:     (i) an event, transaction, or corporate action shall not have the effect ofaccelerating the exercisability of Options if: (A) persons who were the directors of theCompany and persons who were the executive officers of the Company as of six months prior tosuch event immediately after such event constitute a majority of the directors andconstitute a majority of executive officers, respectively, for, and own in the aggregate atleast ten percent of the voting securities or equity interests of, the Company or thesurviving or resulting corporation or the parent of such surviving or resulting corporation;and (B) if the Company is not the surviving or resulting corporation, such surviving orresulting corporation or parent of such surviving or resulting corporation substitutessubstantially identical options for any outstanding Options; and     (ii) in the event of any dissolution, merger, consolidation, transaction, or change incontrol, the Board may completely satisfy and extinguish all obligations of the Company andits Affiliates with respect to any Option outstanding on the date of such event bydelivering to the Optionee cash in an amount equal to the difference between the aggregatepurchase price for Shares under the Option and the Fair Market Value of such Shares on thedate of such event, such payment to be made within a reasonable time after such event.
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**10. Tax Withholding.**     The Company shall have the right to deduct applicable taxes from any Option and withhold, atthe time of delivery of Shares under the Plan, an appropriate number of Shares for payment of taxesrequired by law or to take such other action as may be necessary in the opinion of the Company tosatisfy all obligations for withholding of such taxes. The Committee may also permit withholdingto be satisfied by the transfer to the Company of Stock theretofore owned by the holder of theOption with respect to which withholding is required. If Shares or Stock are used to satisfy taxwithholding, such Shares or Stock shall be valued based on the Fair Market Value when the taxwithholding is required to be made.**11. Effective Date of Plan.**     The effective date of the Plan shall be February 19, 1998. No Option shall be grantedpursuant to the Plan after May 13, 2005.**12. Amendment, Modification, Suspension or Termination.**     The Board may amend, modify, suspend or terminate the Plan at any time for the purpose ofmeeting or addressing any changes in legal requirements or for any other purpose permitted by law,except that no amendment, modification, suspension or termination shall be made (i) that wouldimpair the rights of any Optionee under any Option previously granted to such Optionee without suchOptionee’s written consent, (ii) prior to approval by the Company’s shareholders if such approvalis then required thereby, or (iii) that would reduce the purchase price of any outstanding Option,other than as provided by Section 9(a)(ii).**13. Requirements of Law.**     (a) The Plan, and the granting and exercise of Options hereunder, and the obligation of theCompany to sell and deliver shares under such Options, shall be subject to all applicable laws,rules and regulations, and to such approvals by any governmental agencies or national securitiesexchanges as may be required.     (b) Nothing herein or in any Agreement executed or Option granted hereunder shall require theCompany to deliver any Shares upon exercise of an Option if such delivery would, in the opinion ofcounsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or anysimilar or superseding statute or statutes, or any other applicable statute or regulation, as thenin effect. Upon the exercise of an Option or portion or part thereof, the Optionee may be requiredto give to the Company satisfactory evidence that he is acquiring such Shares for the purpose ofinvestment only and not with a view to their distribution; provided, however, if or to the extentthat the Shares subject to the Option shall be included in a registration statement filed by theCompany, or one of its Affiliates, such investment representation shall be abrogated.**14. Miscellaneous**.     (a) Nothing contained in the Plan shall confer upon any Optionee the right to continue in theemploy of the Company or any Affiliate, or interfere in any way with the rights of the Company orany Affiliate to terminate his employment at any time.
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     (b) Any payment of cash or any delivery of Shares to the Optionee, or to an Optionee’sPermitted Transferee, in accordance with the provisions hereof, shall, to the extent thereof, be infull satisfaction of all claims of such person with respect to the Option being exercised (orportion thereof). The Committee may require any Optionee, or Permitted Transferee, as a conditionprecedent to such payment or delivery, to execute a release and receipt therefor in such form as itshall determine.     (c) Neither the Committee nor the Company guarantees the Shares from loss or depreciation.     (d) Records of the Company and its Affiliates regarding an individual’s period of employment,termination of employment and the reason therefor, leaves of absence, re-employment and othermatters shall be conclusive for all purposes hereunder, unless determined by the Committee to beincorrect in its sole and absolute discretion.     (e) The Company assumes no obligation or responsibility to an Optionee or any PermittedTransferee for any act of, or failure to act on the part of, the Committee.     (f) If any provision of the Plan is held to be illegal or invalid for any reason, theillegality or invalidity shall not affect the remaining provisions of the Plan, but such provisionshall be fully severable and the Plan shall be construed and enforced as if the illegal or invalidprovision had never been included herein.     (g) The titles and headings of Sections are included for convenience of reference only and arenot to be considered in construction of the provisions hereof.     (h) All questions arising with respect to the provisions of the Plan shall be determined byapplication of the laws of the State of Nevada except to the extent Nevada law is preempted byfederal law. The obligation of the Company to sell and deliver Shares hereunder is subject toapplicable laws and to the approval of any governmental authority required in connection with theauthorization, issuance, sale, or delivery of such Shares.     Words used in the masculine shall apply to the feminine where applicable, and wherever thecontext of the Plan dictates, the plural shall be read as the singular and the singular as theplural.
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***Resolution related to stock options adopted by the Compensation and Management DevelopmentCommittee of the Board of Directors of Centex Corporation on May 13, 2004.***     RESOLVED, that all non-qualified options held by Full Time Employees to acquire commonstock of Centex Corporation awarded under any of the stock plans listed below, whether awardedbefore or after May 13, 2004, shall be subject to the following from and after May 13, 2004: 1. If an optionee shall voluntarily terminate employment and at such time he orshe is age 55 or older, has at least 10 Years of Service and the sum of age and Yearsof Service equals at least 70, then all non-qualified options held by him or her shallimmediately vest upon the termination of employment (“Vested Retirement”).  2. All rights to exercise such vested options will terminate 12 months followingthe date of such Vested Retirement. However, to the extent that an option agreementprovides a longer time to exercise following voluntary termination of employment, thensuch agreement will control.  3. As used herein: “Full Time Employee” means a person actively and regularlyengaged in work at least 40 hours a week; and “Years of Service” means an optionee’syears of employment with Centex Corporation or any of its Affiliates. An optioneeshall be credited with a Year of Service on each anniversary of the date on which he orshe was first employed by Centex Corporation or its Affiliate, provided that theoptionee continues to be employed by such employer on such anniversary date.  4. The stock plans covered are: **•** Centex Corporation Amended and Restated 1987 Stock Option Plan  **•** Seventh Amended and Restated 1998 Centex Corporation Employee Non-QualifiedStock Option Plan  **•** Amended and Restated Centex Corporation 2001 Stock Plan  **•** Amended and Restated Centex Corporation 2003 Equity Incentive Plan     FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby directed to takeall steps that they deem necessary or appropriate to communicate the substance of the foregoingresolution to option holders who are affected and, where they deem necessary, to document thesubstance of this resolution by way of amendments to the stock plans and to existing optionagreements.
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