ex10-4.htm


    
      Exhibit
10.4

       

      Employee
Restricted Stock

      2003
Plan

       

      
         

        
          
            
              
                	 	
                         2009
      Restricted Stock Award

                      	 


              

            

          

        

         

      

    

    Dear  [Full
Name]:

     

    Effective
May 13, 2009, you have been awarded [amount]
shares of the common stock, par value $.25 per share, of Centex Corporation (the
“Company”).  This award (the “Award”) is made pursuant to, and subject
to the terms and conditions of, the Centex Corporation 2003 Equity Incentive
Plan (as such plan may be amended from time to time, the “Plan”).  The
Shares awarded hereby constitute Shares of Restricted Stock under the
Plan.

     

    The
Shares of Restricted Stock subject to this Award are subject to a performance
criterion and will be adjusted in accordance with the terms and conditions set
out in Exhibit
A.  After determining the adjusted number of Shares of
Restricted Stock subject to this Award in accordance with Exhibit
A (the “Adjusted Shares”), the time-based vesting rules described in the
following paragraph will apply to those shares.

     

    The
Adjusted Shares will vest under time-based vesting at the rate of 331⁄3% per year
on each vesting date, provided you are still employed by the Company or any of
its Affiliates on each such vesting date.  The vesting dates are as
follows:  (1) the date on which the Company’s Compensation Committee
or other applicable body has determined achievement of the performance criterion
set out on Exhibit
A (which date will occur no later than May 31, 2010), provided that
if the Pulte Change (as defined in Exhibit A) occurs, the first vesting
date will be March 31, 2010; (2) March 31, 2011, and (3) March 31,
2012.  Notwithstanding the foregoing, if your employment with the
Company or any of its Affiliates is involuntarily terminated in a Severance
Event (as defined below) after the effective time of the Pulte Change but prior
to full time-based vesting on March 31, 2012, then the vesting of a portion of
the Adjusted Shares will be accelerated as provided in the following
sentence.  The number of Adjusted Shares that will accelerate and vest
upon your involuntary termination in a Severance Event is the number of Adjusted
Shares that would have vested on the vesting date immediately following the
effective date of your termination as provided in this paragraph if you were
employed on that vesting date.  Any unvested Adjusted Shares as of the
effective date of your involuntary termination after the Pulte Change shall be
forfeited.  For purposes of this Award, “Severance Event” means the
involuntary termination of your employment under circumstances that would
entitle you to severance benefits under a severance plan, program or agreement
maintained by the Company or an Affiliate.

     

    In
addition, notwithstanding the foregoing, in the event of your death or
Disability while employed by the Company or an Affiliate prior to full
time-based vesting on March 31, 2012, then the vesting of the Adjusted Shares
will be accelerated as provided in the following sentence.  The number
of Adjusted Shares that will accelerate and vest upon your death or Disability
is the total number of Adjusted Shares subject to this Award; provided, however,
that (A) if your death or Disability occurs before the first vesting date which
occurs in 2010 and before the date of the Pulte Change, the Adjusted Shares will
accelerate and vest on the earlier of the first vesting date in 2010 or the date
of the Pulte Change; (B) if your death or Disability occurs on or after the date
of the Pulte Change, the Adjusted Shares will accelerate and vest upon your
death or Disability; or (C) if the Pulte Change does not occur and your death or
Disability occurs before the first vesting date which occurs in 2010, the
Adjusted Shares will accelerate and vest on the first vesting date in
2010.  In the event of your death, the person or persons to whom the
Shares of Restricted Stock have been validly transferred pursuant to will or the
laws of descent and distribution will have all rights to the Shares of
Restricted Stock.

     

    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.

     

    The
restrictions set forth in the Plan and this Award will terminate coterminously
with the time-based vesting or accelerated vesting described above, unless
earlier terminated as described in the Plan or this Award.  The date
on which the restrictions terminate as to vested shares is called the “Lapse
Date”.  Vested Shares will become freely transferable on the day
following the related Lapse Date.

     

     

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

        
           Employee
Restricted Stock

           2003
Plan

        

      

    

     

    Except as
provided above, you will forfeit all unvested Shares of Restricted Stock to the
Company for no consideration if, prior to the Lapse Date, 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.

     

    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 provisions of this Award, and all terms, provisions and
definitions set forth in the Plan are incorporated in this Award and made a part
of this Award for all purposes.  Capitalized terms used but not
defined in this Award will have the meanings assigned 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 the Company 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

                  


          

        

      



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

      
         Employee
Restricted Stock

         2003
Plan

      

    


    Exhibit
A

     

    The total
number of Shares of Restricted Stock subject to this Award is subject to
reduction and forfeiture if the Company’s performance does not reach a certain
level for the fiscal year ending March 31, 2010.  The performance
criterion is the Company’s cash flow from operations before impairments and
taxes, which is the same performance criterion used under the Company's annual
incentive plan for fiscal 2010.  The percent of the Shares of
Restricted Stock that shall be forfeited (if any) based on the performance
criterion is indicated in the following table:

     

    
      
        
          
            
              	
                      Percent
      of Cash Flow from Operations Target Achieved

                    	
                      Percent
      of Shares of Restricted Stock Forfeited

                    
	
                      50%
      or greater

                    	
                      0%

                    
	
                      At
      least 45% but less than 50%

                    	
                      10%

                    
	
                      At
      least 40% but less than 45%

                    	
                      20%

                    
	
                      At
      least 35% but less than 40%

                    	
                      30%

                    
	
                      At
      least 30% but less than 35%

                    	
                      40%

                    
	
                      At
      least 25% but less than 30%

                    	
                      50%

                    
	
                      Less
      than 25%

                    	
                      100%

                    
	
                      For
      performance that is less than 50% (but greater than 25%), the percent of
      shares forfeited will be interpolated between the performance levels in
      the table above to be consistent with the level of performance
      achieved.

                    


            

          

        

      

    

     

    Notwithstanding
the foregoing, if the pending combination of the Company with Pulte Homes, Inc.
is consummated on or before December 31, 2009 (the “Pulte Change”), the above
performance criterion shall be deemed satisfied at 100% of target, and no Shares
of Restricted Stock shall be forfeited as a result of applying the performance
criterion.