ex10-2.htm


    
Exhibit
10.2

    
 

    AWARD
AGREEMENT

     

    This
Award Agreement (“Agreement”) is made as of May 13, 2009 between Centex
Corporation, a Nevada corporation (the “Corporation"), and _____________ (the
“Participant”) under the stockholder-approved Centex Corporation 2003 Annual
Incentive Compensation Plan (the “Plan”), and sets forth the terms, conditions
and limitations applicable to the Award to the Participant relative to the
Corporation’s fiscal year 2010.

     

    This
Agreement is subject to the Plan (which may be amended from time to time) and,
except as provided in the last paragraph of this Agreement, the Plan will govern
where there is any inconsistency between the Plan and this
Agreement.  The provisions of the Plan are also the provisions of this
Agreement, and all terms, provisions and definitions set forth in the Plan are
incorporated into this Agreement and made a part of this Agreement for all
purposes.  Capitalized terms used and not otherwise defined in this
Agreement have the meanings ascribed to such terms in the Plan.

     

    Attached
hereto is a chart (the “Matrix”) that describes the cash incentive bonus payable
to the Participant under this Agreement upon achievement of the performance goal
or goals specified in the Matrix, depending on what level(s) of the performance
goal(s) is or are achieved during fiscal year 2010.  The maximum cash
incentive bonus that may be paid to the Participant for fiscal year 2010 is the
lesser of the maximum amount set out in the Matrix or $15
million.  The Corporation acknowledges that the operating results of
the Corporation and its subsidiaries during fiscal year 2010 are substantially
uncertain, and, accordingly, it is substantially uncertain whether the
performance goal(s) will be satisfied during fiscal year 2010.

     

    Payment
of this Award will be made to the Participant at the time and in the manner
provided in the Plan following the conclusion of fiscal year 2010, upon the
conditions that the performance goal or goals specified herein have been
achieved and the Compensation and Management Development Committee has reviewed
and approved the Award.  In reviewing and approving the Award, the
Committee may reduce the Award otherwise computed by reference to the Matrix
taking into account such factors as the Committee shall determine to be
appropriate.  Payment of this Award will not be made to a Participant
who is not employed by the Corporation or an Affiliate on the last day of fiscal
year 2010, unless otherwise specified by the Committee.

     

    Notwithstanding
anything to the contrary contained in this Agreement, a change in control (as
defined in the Plan) that occurs during the Corporation’s fiscal year 2010 shall
cause the target cash incentive bonus as set out in the Matrix to be paid to the
Participant on the day immediately prior to such change in control, without
regard to the determination as to the achievement of the performance goal(s) set
out in the Matrix.

     

     

     

    
      	
              CENTEX
      CORPORATION

            	 
      	
              PARTICIPANT

            
	
               

               

               

              By:

            	 
      	 
      	 
      
	 
      	
              Name:

              Title:

            	 
      	
              [name]