ex10-5.htm


    
Exhibit
10.5

     

    2003
EIP Stock Units

     

    
      
        
          
            
              	 	
                       2009
      Stock Unit Award

                    	 


            

          

        

      

    

     

    Dear
[Full
Name]:

     

    Effective
May 13, 2009, you have been awarded [amount] Stock Units under the Centex
Corporation 2003 Equity Incentive Plan (as such plan may be amended from time to
time, the “Plan”).

     

    This
Award gives you the right to receive payment of a number of Shares of the common
stock of Centex Corporation (the “Company”) equal to your vested Stock Units
within the period specified in the Plan following each vesting date (or such
earlier date that a substantial risk of forfeiture lapses as provided for under
the Plan or in this Award), provided you are still employed by the Company or an
Affiliate on each such vesting date.

     

    This
Award will vest at the rate of 331⁄3% per year on each vesting
date.  The vesting dates are as follows:  March 31, 2010,
March 31, 2011, and March 31, 2012.  Notwithstanding the foregoing, if
you die or incur a Disability while employed by the Company or an Affiliate
prior to full vesting on March 31, 2012 and this Award is not forfeited as a
result of the Pulte Change as provided in the second following paragraph, then
the vesting of this Award will be accelerated as provided in the following
sentence.  100% of your Stock Units will accelerate and vest upon your
death or Disability unless your death or Disability occurs on or before December
31, 2009, in which case 100% of your Stock Units will accelerate and vest on
January 1, 2010.

     

    Notwithstanding
any provisions of the Plan to the contrary, the provisions of the Plan that
provide for (a) termination of restrictions in the event of your Retirement on
or after age 65, and (b) acceleration of vesting upon a Change in Control, shall
not apply to this Award.

     

    Notwithstanding
any other term or provision of this Award to the contrary, this Award will be
completely forfeited, with no separate compensation being provided to you, if
the announced combination of the Company and Pulte Homes, Inc. is consummated on
or before December 31, 2009 (the “Pulte Change”).

     

    Except as
provided above, you will forfeit unvested Stock Units to the Company for no
consideration if, prior to the applicable vesting date(s), you cease for any
reason to be an employee of at least one of the employers in the group of
employers consisting of the Company and its Affiliates.

     

    Participants
receiving this Award were not provided an opportunity to make a deferred payment
election on this Award.

     

    The
Company may cancel and revoke this Award and/or replace it with a revised award
at any time if the Company determines, in its good faith judgment, that this
Award was granted in error or that this Award contains an error.  In
the event of such determination by the Company, and written notice thereof to
you at your business or home address, all of your rights and all of the
Company's obligations as to any unvested portion of this Award shall immediately
terminate.  If the Company replaces this Award with a revised award,
then you will have all of the benefits conferred under the revised award,
effective as of such time as the revised award goes into effect.

     

    This
Award is subject to the Plan, and the Plan will govern where there is any
inconsistency between the Plan and this Award.  The provisions of the
Plan are also the provisions of this Award, and all terms, provisions and
definitions set forth in the Plan are incorporated into this Award and made a
part of this Award for all purposes.  Capitalized terms used and not
otherwise defined in the Plan have the meanings ascribed to such terms in the
Plan.  A copy of the Plan is available to you upon request to the Law
Department during the term of this Award.  This Award is subject to
the Company’s Policy on Recoupment in Restatement Situations, and you agree that
you will comply with the terms of that Policy.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Award has been signed by Centex Corporation and delivered to you, and (when
signed by you) has been accepted by you effective as of May 13,
2009.

     

     

     

    
      	
              ACCEPTED

            	 
      	
              CENTEX
      CORPORATION

            
	
               

               

               

               

            	 
      	 
      
	[Full
      Name]	 
      	
              Timothy
      R. Eller

              Chairman & Chief
      Executive Officer