exv10w1



 












Exhibit 10.1




PLEASE SIGN & RETURN




Dear [Name]:



As we reviewed at the Board of Directors meeting last week, each non-employee director was awarded
                     restricted shares of common stock for director service. Here are the legal details of
that award. Please sign both copies of this letter and return one in the enclosed envelope for our
files.





	•	 	Your award (the “Award”) consists of Shares
of Restricted Stock, par value $.25 per share,
of Centex Corporation (the “Company”). It is
being made out of the Centex Corporation 2003
Equity Incentive Plan (the “Plan”).
	 
	•	 	The restrictions in the Plan and your Award
terminate on                     , unless they end
at an earlier time as described in the Plan or
your Award. The date that the restrictions
terminate is called the “Lapse Date.” The
Shares of Restricted Stock will be freely
transferable on the day after the Lapse Date.
You will forfeit your Shares if, before the
Lapse Date, (i) you cease to be a director for
any reason or (ii) you engage in, or have an
interest (as stockholder, director, officer,
employee, agent, partner or otherwise) in, any
entity that engages in any business activity
in the United States that the Company or any
of its Affiliates is engaged at any time from
the date of this Award to the date you cease
to be a director. This restriction does not
apply if you own 1% or less of any class of
equity securities of a publicly traded entity,
or if your participation or interest in a
business activity results in annual revenues
to you or that entity of $500,000 or less.
	 
	•	 	The restrictions in the Plan and this Award
terminate immediately (i) upon your
retirement, (ii) if there is a change in
control of the Company, as defined in the
Plan, or (iii) if you die or are permanently
disabled. “Retirement” means the end of your
current term as director if you cannot stand
for re-election because you have reached the
age of 70, or have reached the 20-year limit,
or your voluntary resignation from the Board
with the consent of a majority of the other
directors. Whether you have suffered a
permanent disability will be determined by the
Committee. In the event of your death, your
Shares will be transferred pursuant to will or
the laws of descent and distribution and the
recipients will have all rights to the Shares
of Restricted Stock.
	 
	•	 	This Award is subject to the Plan, and the
Plan will govern if there is any inconsistency
between the Plan and this Award. If you need
a copy of the Plan, the Law Department can
provide one. 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.
	 
	•	 	This Award has been signed in duplicate by
the Company and delivered to you, and (when
you sign below) has been accepted by you
effective as of                     .





	 	 	 
	ACCEPTED BY GRANTEE

	 	CENTEX CORPORATION
	as of                     
	 	 
	 
	 	 
	 

	 	 
	[Name]

	 	[Name]
	 

	 	[Title]