exv10w2







Exhibit 10.2




CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN




(Amended and Restated Effective May 7, 2008)




1. Plan




     The Centex Corporation 2003 Equity Incentive Plan (the “Plan”) was adopted by the Corporation
to reward certain key Employees of the Corporation and its Affiliates and Non-employee Directors of
the Corporation by providing for certain cash benefits and by enabling them to acquire shares of
Common Stock of the Corporation.



2. Objectives




     (a) Purpose. The purpose of this Centex Corporation 2003 Equity Incentive Plan is to further
the interests of the Corporation and its shareholders by providing incentives in the form of Awards
to key Employees and Non-employee Directors who can contribute materially to the success and
profitability of the Corporation and its Affiliates. Such Awards will recognize and reward
outstanding performances and individual contributions and give Participants in the Plan an interest
in the Corporation parallel to that of the shareholders, thus enhancing the proprietary and
personal interest of such Participants in the Corporation’s continued success and progress. This
Plan will also enable the Corporation and its Affiliates to attract and retain such Employees and
Non-employee Directors.



     (b) IRC Section 409A. The Plan and Awards granted hereunder are intended to comply with or be
exempt from the requirements of Code Section 409A, and shall be interpreted and administered in a
manner consistent with those intentions. Any provision of this Plan to the contrary
notwithstanding, Grandfathered Awards shall not be governed by the provisions of this amended and
restated Plan but instead shall continue to be governed by the provisions of the Plan as in effect
on December 31, 2007.



3. Definitions




     As used herein, the terms set forth below shall have the following respective meanings:



     “Affiliate” means a Subsidiary or Joint Venture; provided, however, that a Subsidiary or Joint
Venture shall be considered an Affiliate only if the Subsidiary or Joint Venture would be
aggregated and treated as a single employer with the Corporation under Code Section 414(b)
(controlled group of corporations) or Code Section 414(c) (group of trades or businesses under
common control), as applicable, but in applying such Code Sections, an ownership threshold of 50%
shall be used as a substitute for the 80% minimum ownership threshold that appears in, and
otherwise must be used when applying, the applicable provisions of (a) Code Section 1563 and the
regulations thereunder for determining a controlled group of corporations under Code Section
414(b), and (b) Treasury Regulation § 1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).



     “Authorized Officer” means the Chief Executive Officer of the Corporation (or any other senior
officer of the Corporation to whom he or she shall delegate the authority to execute any Award
Agreement, where applicable).



     “Award” means an Employee Award or a Director Award, and does not include a Grandfathered
Award.



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     “Award Agreement” means a written agreement setting forth the terms, conditions and
limitations applicable to an Award, to the extent the Committee determines such agreement is
necessary.



     “Board” means the Board of Directors of the Corporation.



     “Black-Scholes Value” means the formula given by the option pricing model of such name used to
calculate the theoretical fair value of a stock option at any given time.



     “Change in Control” means, unless otherwise defined by the Committee, a change in control of a
nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, whether or not
the Corporation is then subject to such reporting requirement; provided, that, without limitation,
such a change in control shall be deemed to have occurred if:




     (i) a third person, including a “Group” as defined in Section 13(d)(3) of the
Exchange Act, becomes the beneficial owner of Common Stock having fifty (50) percent
or more of total number of votes that may be cast for the election of Directors; or




     (ii) as a result of, or in connection with, a contested election for Directors,
persons who were Directors immediately before such election shall cease to
constitute a majority of the Board;


provided, however, that no Change in Control shall be deemed to have occurred with respect to
paragraph 10 unless such event constitutes an event specified in Code Section 409A(a)(2)(A)(v) and
the Treasury Regulations and other guidance issued under or related to Section 409A of the Code.




     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Code Section 409A” means Section 409A of the Code and all applicable regulations and other
guidance issued under or related to Section 409A of the Code.



     “Committee” means the independent Compensation Committee of the Board as is designated by the
Board to administer the Plan.



     “Common Stock” means Centex Corporation common stock, par value $.25 per share.



     “Corporation” means Centex Corporation, a Nevada corporation, or any successor thereto.



     “Director” means an individual who is a member of the Board.



     “Director Award” means any Option, Stock Award or Performance Award granted, whether singly,
in combination or in tandem, to a Participant who is a Non-employee Director pursuant to such
applicable terms, conditions and limitations (including treatment as a Performance Award) as the
Committee may establish in order to fulfill the objectives of the Plan.



     “Disability” means a disability determination in accordance with the terms of the Long Term
Disability Plan of Centex Corporation, provided that with respect to Awards that are subject to
Code Section 409A, the Participant also must meet one of the following conditions:




     (a) the Participant is unable to engage in any substantial gainful activity by reason
of a medically determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months; or



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     (b) the Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of
the Participant’s Employer.



     “Dividend Equivalents” means, with respect to Stock Units or shares of Restricted Stock that
are to be issued at the end of the Restriction Period, an amount equal to all dividends and other
distributions (or the economic equivalent thereof) that are payable to stockholders of record
during the Restriction Period on a like number of shares of Common Stock.



     “Employee” means an employee of the Corporation or any of its Affiliates.



     “Employee Award” means any Option, Stock Award, or Performance Award granted, whether singly,
in combination or in tandem, to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations (including treatment as a Performance Award) as the Committee may
establish in order to fulfill the objectives of the Plan.



     “Employee Director” means an individual serving as a member of the Board who is an Employee of
the Corporation or any of its Affiliates.



     “Employer” means the Corporation and any Affiliate.



     “Equity Award” means any Option, Stock Award, or Performance Award (other than a Performance
Award denominated in cash) granted to a Participant under the Plan.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” of a share of Common Stock means, as of a particular date, (i)(A) if
Common Stock is listed on a national securities exchange, the closing price per share of such
Common Stock, as reported on the consolidated transaction reporting system for the New York Stock
Exchange or such other national securities exchange on which the Common Stock is listed that is at
the applicable time the principal market for the Common Stock, or any other source selected by the
Committee, or, if there shall have been no such sales so reported on that date, on the last
preceding date on which such a sale was so reported, (B) if Common Stock is not so listed, the mean
between the closing bid and asked price of Common Stock on that date, or, if there are no
quotations available for such date, on the last preceding date on which such a quotation was
reported, as reported on a recognized quotation system selected by the Committee, or, if not so
reported, then as reported by The Pink Sheets LLC (or a similar organization or agency succeeding
to its functions of reporting prices), or (C) if Common Stock is not publicly traded, the most
recent value determined by an independent appraiser appointed by the Corporation for such purpose,
or (ii) if applicable, the price per share as determined in accordance with the procedures of a
third party administrator retained by the Corporation to administer the Plan. Any determination of
Fair Market Value shall be consistent with Code Section 409A to the extent applicable.



     “Family Member” means a Participant’s spouse and any parent, stepparent, grandparent, child,
stepchild or grandchild of the Participant, including adoptive relationships, or a trust, family
limited partnership or any other entity in which these persons (with or without the Participant)
have more than 50% of the beneficial interest.



     “Full Time Employee” means a person actively and regularly engaged in work at least 40 hours a
week.



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     “Grandfathered Awards” means all Awards made pursuant to the Plan that were earned and vested
on or before December 31, 2004. Grandfathered Awards are subject to the provisions of
paragraph 2(b).



     “Grant Date” means the date an Award is granted to a Participant pursuant to the Plan. The
Grant Date for a substituted award is the Grant Date of the original award.



     “Grant Price” means the price at which a Participant may exercise his or her right to receive
cash or Common Stock, as applicable, under the terms of an Award.



     “Joint Venture” means any joint venture, partnership, limited liability company or other
non-corporate entity in which the Corporation has at least a 50% ownership, voting, capital or
profits interests (in whatever form).



     “Non-employee Director” means an individual serving as a member of the Board who is not an
Employee of the Corporation or any of its Affiliates.



     “Option” means a right to purchase a specified number of shares of Common Stock at a specified
Grant Price, which is not intended to comply with the requirements set forth in Section 422 of the
Code.



     “Participant” means an Employee or Non-employee Director to whom an Award has been granted
under this Plan.



     “Performance Award” means an Award made pursuant to this Plan that is subject to the
attainment in the future of one or more Performance Goals.



     “Performance Goal” means a standard established by the Committee, to determine in whole or in
part whether a Qualified Performance Award shall be earned.



     “Qualified Performance Award” means a Performance Award made to a Participant who is an
Employee that is intended to qualify as qualified performance-based compensation under Section
162(m) of the Code, as described in paragraph 8(a)(iii)(B) of the Plan.



     “Restricted Stock” means Common Stock that is restricted or subject to forfeiture provisions.



     “Restriction Period” means a period of time beginning as of the Grant Date of an Award of
Restricted Stock and ending as of the date upon which the Common Stock subject to such Award is no
longer restricted or subject to forfeiture provisions.



     “Retirement” means the Participant’s voluntary Separation from Service and, where the context
indicates, includes Vested Retirement. Calculation of eligibility for Retirement shall be based on
whole Years of Service on the date as of which the calculation is being made. Any partial years
shall be disregarded.



     “Separation from Service” means a termination of services provided by a Participant to his or
her Employer (as defined below), whether voluntarily or involuntarily, as determined by the
Committee in accordance with Treasury Regulation § 1.409A-1(h).  In determining whether a
Participant has incurred a Separation from Service, the following provisions shall apply:




     (a) For a Participant who provides services to an Employer as an employee, except as
otherwise provided in this definition, a Separation from Service will occur when such
Participant has experienced a termination of employment with the Employer.  A Participant
will be considered to have experienced a termination of employment when the facts and



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circumstances indicate that the Participant and his or her Employer reasonably
anticipate that either (A) no further services will be performed for the Employer after a
certain date, or (B) that the level of bona fide services the Participant will perform for
the Employer after such date (whether as an employee or as an independent contractor) will
permanently decrease to no more than
331/3percent of the average level of bona fide services
performed by the Participant (whether as an employee or an independent contractor) over the
immediately preceding 36-month period (or the full period of services to the Employer if the
Participant has been providing services to the Employer less than 36 months).




       If a Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer will be
treated as continuing, provided that the period of the leave of absence does not exceed 6
months, or if longer, so long as the Participant has a right to reemployment with the
Employer under an applicable statute or by contract.  If the period of a military leave,
sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does
not have a right to reemployment under an applicable statute or by contract, the employment
relationship will be considered to be terminated for purposes of this Plan as of the first
day immediately following the end of such 6-month period.  In applying the provisions of
this paragraph, a leave of absence will be considered a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform services for
the Employer.




     (b) For a Participant who provides services to an Employer as an independent
contractor, except as otherwise provided in this definition, a Separation from Service will
occur upon the expiration of the contract (or in the case of more than one contract, all
contracts) under which services are performed for the Employer, provided that the expiration
of such contract or contracts is determined by the Committee to constitute a good-faith and
complete termination of the contractual relationship between the Participant and the
Employer.




     (c) For a Participant who provides services to an Employer as both an employee and an
independent contractor, a Separation from Service generally will not occur until the
Participant has ceased providing services for the Employer as both as an employee and as an
independent contractor, as determined in accordance with the provisions set forth in
subparagraphs (a) and (b) of this definition, respectively.  If a Participant either (i)
ceases providing services for an Employer as an independent contractor and begins providing
services for such Employer as an employee, or (ii) ceases providing services for an Employer
as an employee and begins providing services for such Employer as an independent contractor,
the Participant will not be considered to have experienced a Separation from Service until
the Participant has ceased providing services for the Employer in both capacities, as
determined in accordance with the applicable provisions set forth in subparagraphs (a) and
(b) of this definition.  




     Notwithstanding the foregoing provisions in this subparagraph (c), if a Participant
provides services for an Employer as both an employee and as a member of the board of
directors of an Employer, to the extent permitted by Treasury Regulation § 1.409A-1(h)(5),
the services provided by the Participant as a director will not be taken into account in
determining whether the Participant has experienced a Separation from Service as an
employee, and the services provided by the Participant as an employee will not be taken into
account in determining whether the Participant has experienced a Separation from Service as
a director.




     (d) In addition, notwithstanding the provisions of this definition, where as part of a
sale or other disposition of substantial assets by an Employer to an unrelated buyer, a
Participant would otherwise experience a Separation from Service as defined above, the
Employer and the



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buyer shall retain the discretion to specify, and may specify, that a Participant
performing services for an Employer immediately before the asset purchase transaction and
providing services to the buyer after and in connection with the asset purchase transaction
shall not experience a Separation from Service for purposes of this Plan and the Participant
shall be bound by same, provided that such transaction and the specification meet the
requirements of Code Section 409A.




     (e) For purposes of this definition, “Employer” means:




     (i) The entity for whom the Participant performs services and with respect to
which the legally binding right to an Award or payment under an Award arises; and




     (ii) All other entities with which the entity described in subparagraph (e)(i)
of this definition would be aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code Section 414(c) (group of
trades or businesses under common control), as applicable. To identify the group of
entities described in the preceding sentence, an ownership threshold of 50% shall be
used as a substitute for the 80% minimum ownership threshold that appears in, and
otherwise must be used when applying, the applicable provisions of (A) Code Section
1563 and the regulations thereunder for determining a controlled group of
corporations under Code Section 414(b), and (B) Treasury Regulation § 1.414(c)-2 for
determining the trades or businesses that are under common control under Code
Section 414(c).



     “Specified Employee” means any Participant who is determined to be a “key employee” (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined by the Corporation in accordance with Treasury Regulation 

§ 1.409A-1(i).



     “Stock Award” means an Award in the form of shares of Common Stock or Stock Units, including
an award of Restricted Stock.



     “Stock Unit” means a unit equal to one share of Common Stock (as determined by the Committee)
granted to either an Employee or a Non-employee Director.



     “Subsidiary” means any corporation of which the Corporation directly or indirectly owns shares
representing 50% or more of the combined voting power of the shares of all classes or series of
capital stock of such corporation which have the right to vote generally on matters submitted to a
vote of the stockholders of such corporation.



     “Vested Retirement” means the voluntary termination of all employment by a Participant
(excluding a Non-employee Director) who is a Full Time Employee from the Employer at any time after
the Participant is age 55 or older, has at least 10 Years of Service and the sum of age and Years
of Service equals at least 70. Calculation of eligibility for Vested Retirement shall be based on
whole years of age and Years of Service on the date as of which the calculation is being made. Any
partial years shall be disregarded.



     “Years of Service” means the Participant’s years of employment with an Employer. A
Participant shall be credited with a Year of Service on each anniversary of the date on which he or
she was first employed with an Employer, provided that the Participant continues to be employed by
an Employer on such anniversary date.



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4. Eligibility




     (a) Employees. Employees eligible for the grant of Employee Awards under this Plan are those
Employee Directors and Employees who hold positions of responsibility and whose performance, in the
judgment of the Committee, can have a significant effect on the success of the Corporation and its
Affiliates. Notwithstanding the foregoing, Employees of Affiliates that are not considered a
single employer with the Corporation under Code Section 414(b) or Code Section 414(c) shall not be
eligible to receive Employee Awards that are subject to Code Section 409A until the Affiliate
adopts this Plan as a participating employer in accordance with paragraph 23.



     (b) Directors. Members of the Board eligible for the grant of Director Awards under this Plan
are those who are Non-employee Directors.



5. Common Stock Available for Awards




     Subject to the provisions of paragraph 15 hereof, no Award shall be granted if it shall result
in the aggregate number of shares of Common Stock issued under the Plan plus the number of shares
of Common Stock covered by or subject to Awards then outstanding (after giving effect to the grant
of the Award in question) to exceed 4,834,470 shares (less any shares used, and plus any shares
that become available for grant, under the terms of this Plan, from May 8, 2008 until July 10,
2008). With respect to Awards made after July 10, 2008, and for purposes of shares available for
grant under the preceding sentence, shares of Common Stock issued in connection with (a) the
exercise of an Option shall be counted as 1.0 shares against shares available for grant for every
one share of Common Stock issued in connection with such Option, and (b) any Award to be settled in
shares, other than an Option (and other than any Award settled in cash), shall be counted as 1.4
shares against shares available for grant for every one share of Common Stock issued in connection
with such Award. The number of shares of Common Stock that are the subject of Awards under this
Plan that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common
Stock or are exchanged for Awards that do not involve Common Stock, shall again immediately become
available for Awards hereunder. After July 10, 2008, the net exercise of an Option (or a number
less than the total number of shares covered by the Option) will reduce the number of shares of
Common Stock available for issuance under this Plan by the entire number of shares of Common Stock
subject to the Option (or the portion thereof that shall have been exercised), even though a
smaller number of shares of Common Stock will actually be issued upon such an exercise. Also,
after July 10, 2008, shares of Common Stock tendered or withheld to pay the exercise price of an
Option, or to satisfy a tax withholding obligation arising in connection with the exercise of an
Option or the vesting or payout of a Stock Award, will not become available for grant or sale under
the Plan. Shares of Common Stock delivered under the Plan in settlement, assumption or
substitution of outstanding awards or obligations to grant future awards under the plans or
arrangements of another entity shall not reduce the maximum number of shares of Common Stock
available for delivery under the Plan, to the extent that such settlement, assumption or
substitution is a result of the Corporation or an Affiliate acquiring another entity or an interest
in another entity. The Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board
and the appropriate officers of the Corporation shall from time to time take whatever actions are
necessary to file any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are available for issuance
pursuant to Awards.



6. Administration




     (a) This Plan shall be administered by the Committee except as otherwise provided herein.



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     (b) Subject to the provisions hereof, the Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are specifically contemplated hereby
or are necessary or appropriate in connection with the administration hereof. The Committee shall
also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall
be exercised in the best interests of the Corporation and in keeping with the objectives of this
Plan. The Committee may, in its discretion, after considering tax and other potential legal
implications, (1) provide for the extension of the exercisability of an Option but only to the
extent such extension does not result in a modification of the Option for purposes of Code Section
409A, (2) accelerate the vesting or exercisability of an Award in connection with the death,
Disability, Retirement or termination of a Participant (including pursuant to a severance policy or
plan approved by the Board or the Committee), or a Change in Control, (3) eliminate or make less
restrictive any restrictions applicable to an Award, or waive any restriction or other provision of
this Plan (insofar as such provision relates to Awards) or an Award, in connection with the death,
Disability, Retirement or termination of a Participant (including pursuant to a severance policy or
plan approved by the Board or the Committee), or a Change in Control, or (4) otherwise amend or
modify an Award in any manner that is either (i) not adverse to the Participant to whom such Award
was granted or (ii) consented to by such Participant; provided, however, that payment in respect of
an Award may be deferred only as provided in paragraph 10 of this Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in
the manner and to the extent the Committee deems necessary or desirable to further the Plan
purposes. Any decision of the Committee, with respect to Awards, in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.



     (c) No member of the Committee or officer of the Corporation to whom the Committee has
delegated authority in accordance with the provisions of paragraph 7 of this Plan shall be liable
for anything done or omitted to be done by him or her, by any member of the Committee or by any
officer of the Corporation in connection with the performance of any duties under this Plan, except
for his or her own willful misconduct or as expressly provided by statute.



7. Delegation of Authority




     Following the authorization of a pool of cash or shares of Common Stock to be available for
Awards, the Committee may authorize the Chief Executive Officer of the Corporation or a committee
consisting solely of members of the Board to grant individual Employee Awards from such pool
pursuant to such conditions or limitations as the Committee may establish. The Committee may also
delegate to the Chief Executive Officer and to other executive officers of the Corporation its
administrative duties under this Plan (excluding its granting authority) pursuant to such
conditions or limitations as the Committee may establish. The Committee may engage or authorize
the engagement of a third party administrator to carry out administrative functions under the Plan.



8. Awards




     (a) The Committee shall determine the type or types of Awards to be made under this Plan and
shall designate from time to time the Participants who are to be the recipients of such Awards.
Each Award may, in the discretion of the Committee, be embodied in an Award Agreement, which shall
contain such terms, conditions and limitations as shall be determined by the Committee in its sole
discretion and, if required by the Committee, shall be signed by the Participant to whom the Award
is granted and by an Authorized Officer for and on behalf of the Corporation. Awards may consist
of those listed in this paragraph 8(a) and may be granted singly, in combination or in tandem.
Awards may also be granted in combination or in tandem with, in replacement of, or as alternatives
to, grants or rights under this Plan or any other plan of the Corporation or any of its Affiliates,
including the plan of any acquired



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entity. An Award may provide for the grant or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events. All or part of an Award may be subject to
conditions established by the Committee, which may include, but are not limited to, continuous
service with the Corporation and its Affiliates, achievement of specific business objectives,
increases in specified indices, attainment of specified growth rates and other comparable
measurements of performance.




     (i) Option. An Employee Award or Director Award may be in the form of an Option. The
Grant Price of an Option shall be not less than the Fair Market Value of the Common Stock
subject to such Option on the Grant Date. Notwithstanding anything contrary contained in
this Plan including paragraphs 8(a)(i)(A) and (B), in no event shall the term of the Option
extend more than ten (10) years after the Grant Date. Options may not include provisions
that “reload” the option upon exercise, or, unless the Option is structured to comply with
Code Section 409A, otherwise provide for the deferral of compensation within the meaning of
Code Section 409A other than the deferral of recognition of income until the later of the
exercise or disposition of the Option or the time the Common Stock acquired pursuant to the
exercise of the Option first becomes substantially vested. Subject to the foregoing
provisions and the provisions of paragraph 11, the terms, conditions and limitations
applicable to any Options awarded to Participants pursuant to this Plan, including the Grant
Price, the term of the Options, the number of shares subject to the Option and the date or
dates upon which they become exercisable, shall be determined by the Committee.





     (A) Except as is otherwise provided in the Award Agreement and subject to
Committee discretion as provided in paragraph 6(b):




     (1) all rights to exercise an Option shall terminate within four (4)
months after the date the Participant ceases to be an Employee, or ceases to
be a Director, whichever may occur later, for any reason other than death or
Disability (but in no event later than the end of the original period of the
Option).




     (2) In the event of a Participant’s death, an Option will terminate
fifteen (15) months thereafter (but in no event later than the end of the
original period of the Option).




     (3) In the event of a Participant’s Disability and resulting
termination of employment, an Option will terminate six (6) months after
such Participant’s employment termination date (but in no event later than
the end of the original period of the Option).




     (4) In the event the employment of the Participant is terminated for
cause (as determined by the Committee), all Options whether or not vested
shall terminate immediately.




     (5) All unvested Options are cancelled upon termination of employment;
except that all non-qualified Options granted prior to April 1, 2006 shall
immediately vest upon Vested Retirement.





     (B) However, if an Option is held by a Director who, on the date he or she
ceases to be a Director (and, if also an Employee, ceases to be an Employee), has at
least ten (10) years of service as a Director, then all Common Stock subject to such
Option will vest on the date the Director ceases to be a Director, and all rights to
exercise such Option will terminate three (3) years thereafter (but in no event
later than the original period of the Option). Also, if an Option is held by a
Director who, on the date he or she



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ceases to be a Director (and, if also an Employee, ceases to be an Employee),
has less than ten (10) years of service as a Director, then all Common Stock subject
to such Option will continue to vest in accordance with its terms for a period of
three (3) years following such date, and all rights to exercise such Option will
terminate three (3) years after such date (but in no event later than the original
period of the Option). If Options are awarded in the final two (2) years of the
term of a Director who is approaching age 70, or an Employee Director who is at
least age 55 with at least ten (10) years of service and his or her age plus years
of service equal at least 70, the outside exercise date is the one provided in the
Option or seven (7) years from the grant date, whichever occurs earlier. This
paragraph 8(a)(i)(B) shall not apply to a Participant who is terminated for cause
(as determined by the Committee).




          (C) However, if an Option granted prior to April 1, 2006 is held by a
Participant who retires and satisfies the test for Vested Retirement, then all
rights to exercise any and all Options will terminate 12 months following the date
of the Vested Retirement (but in no event later than the end of the original period
of the Option). To the extent that such Award provides a longer term to exercise,
such Award will control.




          (D) Attached hereto as Exhibit A are resolutions adopted by the Committee,
pertaining to vesting and exercise, which shall apply only to Options granted prior
to April 1, 2006. The provisions of paragraph 8(a)(i)(A)(5) and 8(a)(i)(C) above
are intended to incorporate such resolutions. To the extent of any conflict between
the terms of such resolutions and this Plan, the resolutions will control.



     (ii) Stock Award. An Employee Award or Director Award may be in the form of a Stock
Award. The terms, conditions and limitations applicable to any Stock Awards granted to
Participants pursuant to this Plan shall be determined by the Committee; provided that any
Stock Award which is not a Performance Award shall have a minimum Restriction Period of
three years from the Grant Date, provided that (A) the Committee may provide for earlier
vesting upon a termination of employment by reason of death, Disability or Retirement, (B)
such three-year minimum Restriction Period shall not apply to a Stock Award that is granted
in lieu of salary or bonus, (C) vesting of a Stock Award may occur incrementally over the
three-year minimum Restricted Period and (D) the restrictions set forth in a Stock Award
will terminate immediately if the Participant retires prior to the date on which the
restrictions would otherwise terminate and at Retirement he or she is age 65 or older unless
otherwise specified in an Award Agreement entered into on or after January 1, 2008, or, if
not yet age 65, as to Stock Awards granted prior to April 1, 2006, the Participant satisfies
the test for Vested Retirement.



     (iii) Performance Award. Without limiting the type or number of Employee Awards or
Director Awards that may be made under the other provisions of this Plan, an Employee Award
or Director Award may be in the form of a Performance Award. The terms, conditions and
limitations applicable to any Performance Awards granted to Participants pursuant to this
Plan shall be determined by the Committee; provided that any Stock Award which is a
Performance Award shall have a minimum Restriction Period of one year from the Grant Date,
provided that the Committee may provide for earlier vesting upon a termination of employment
by reason of death, Disability or Retirement. The Committee shall set Performance Goals in
its discretion which, depending on the extent to which they are met, will determine the
value and/or amount of Performance Awards that will be paid out to the Participant.




          (A) Nonqualified Performance Awards. Performance Awards granted to Employees
or Directors that are not intended to qualify as qualified performance-based



10









 








compensation under Section 162(m) of the Code shall be based on achievement of such
goals and be subject to such terms, conditions and restrictions as the Committee or
its delegate shall determine.




     (B) Qualified Performance Awards. Performance Awards granted to Employees
under the Plan that are intended to qualify as qualified performance-based
compensation under Section 162(m) of the Code shall be paid, vested or otherwise
deliverable solely on account of the attainment of one or more pre-established,
objective Performance Goals established by the Committee prior to the earlier to
occur of (x) 90 days after the commencement of the period of service to which the
Performance Goal relates and (y) the lapse of 25% of the period of service (as
scheduled in good faith at the time the goal is established), and in any event while
the outcome is substantially uncertain. A Performance Goal is objective if a third
party having knowledge of the relevant facts could determine whether the goal is
met. Such a Performance Goal may be based on one or more business criteria that
apply to the Employee, one or more business units or divisions of the Corporation or
the applicable sector, or the Corporation as a whole, and if so desired by the
Committee, by comparison with a peer group of companies. A Performance Goal may
include one or more of the following: (a) earnings, either in the aggregate or on a
per-share basis, reflecting such dilution of shares as the Committee deems
appropriate, including operating earnings, pre-tax earnings, earnings before
interest and taxes, and earnings before interest, taxes, depreciation and
amortization; (b) gross or net revenue; (c) operating or net cash flow; (d)
financial return ratios (e.g., return or net return on one or more of the following:
assets, net assets, equity, invested capital, revenue); (e) margins, including
net, operating or pre-tax margins; (f) total shareholder return; (g) financial
ratios (e.g., debt to capitalization or debt to equity); (h) growth in financial
measures or ratios (e.g., revenue, earnings, cash flow, stockholders’ equity,
margins); (i) business process metrics (e.g., asset turns, cycle time, and one or
more elements of efficiency or cost or expense); or (j) customer satisfaction, based
on specified objective goals, or a customer survey sponsored by the Corporation or
one or more business units or divisions of the Corporation.




     (C) Unless otherwise stated, such a Performance Goal need not be based upon an
increase or positive result under a particular business criterion and could include,
for example, maintaining the status quo or limiting economic losses (measured, in
each case, by reference to specific business criteria). In interpreting Plan
provisions applicable to Performance Goals and Qualified Performance Awards, it is
the intent of the Plan to conform with the standards of Section 162(m) of the Code
and Treasury Regulation § 1.162-27(e)(2)(i), as to grants to those Employees whose
compensation is, or is likely to be, subject to Section 162(m) of the Code, and the
Committee in establishing such goals and interpreting the Plan shall be guided by
such provisions. Prior to the payment of any compensation based on the achievement
of Performance Goals, the Committee must certify in writing that applicable
Performance Goals and any of the material terms thereof were, in fact, satisfied.
Subject to the foregoing provisions, the terms, conditions and limitations
applicable to any Qualified Performance Awards made pursuant to this Plan shall be
determined by the Committee.



     (b) Notwithstanding anything to the contrary contained in this Plan, the following limitations
shall apply to any Employee Awards made hereunder:



11









 






     (i) no Participant may be granted, during any fiscal year, Employee Awards consisting
of Options (including Options that are granted as Performance Awards) that are exercisable
for more than 1,110,995 shares of Common Stock;




     (ii) no Participant may be granted, during any fiscal year, Employee Awards consisting
of Stock Awards (including Stock Awards that are granted as Performance Awards) covering or
relating to more than 555,497 shares of Common Stock (the limitation set forth in this
clause (ii), together with the limitation set forth in clause (i) above and (c)(i) and (ii)
below, being hereinafter collectively referred to as the “Stock Based Awards Limitations”);
and




     (iii) no Participant may be granted Employee Awards under this Plan payable in cash
(including Awards that are granted as Performance Awards) that will result in a payment
during any fiscal year in excess of $15,000,000, plus the Black-Scholes Value, determined as
of the Option Grant Date, of Options on 219,977 shares of Common Stock determined as if such
Options had an Option Grant Date on the effective date of the Employee Award. 



     (c) Notwithstanding anything to the contrary contained in this Plan the following limitations
shall apply to any Director Awards made hereunder:




     (A) no Participant may be granted, during any fiscal year, Director Awards consisting
of Options (including Options that are granted as Performance Awards) that are exercisable
for more than 53,327 shares of Common Stock; and




     (B) no Participant may be granted, during any fiscal year, Director Awards consisting
of Stock Awards (including Stock Awards that are granted as Performance Awards) covering or
relating to more than 33,330 shares of Common Stock.



9. Change in Control




     Notwithstanding the provisions of paragraph 8 hereof, unless otherwise expressly provided in
the applicable Award Agreement, or as otherwise specified in the terms of an Equity Award, in the
event of a Change in Control during a Participant’s employment (or service as a Non-employee
Director) with the Corporation or one of its Affiliates, each Equity Award granted under this Plan
to the Participant shall become immediately vested and fully exercisable, with performance-based
equity awards vested at target level (regardless of the otherwise applicable vesting or exercise
schedules or Performance Goals provided for under the Award Agreement or the terms of the Equity
Award).



12









 





10. Payment of Awards




     (a) General.




     (i) Except as otherwise provided in paragraph 10(b) or an Award Agreement, payment in
respect of Awards granted on or after January 1, 2008 other than Options will be made as
soon as administratively practicable but no later than 60 days following the date on which
the payment is no longer subject to a substantial risk of forfeiture within the meaning of
Code Section 409A; provided, however, that payment may be made at a later date for
administrative reasons to the extent permitted by Code Section 409A; provided, further, that
the Participant shall not be permitted, directly or indirectly, to designate the calendar
year of payment. Delivery of Common Stock upon exercise of Options will be made in
accordance with paragraph 11.




     (ii) Payment made to a Participant pursuant to an Award may be made in the form of cash
or Common Stock, or a combination thereof, and may include such restrictions as the
Committee shall determine, including, in the case of Common Stock, restrictions on transfer
and forfeiture provisions. If such payment is made in the form of Restricted Stock, the
Committee shall specify whether the underlying shares are to be issued at the beginning or
end of the Restriction Period. In the event that shares of Restricted Stock are to be
issued at the beginning of the Restriction Period, the certificates evidencing such shares
(to the extent that such shares are so evidenced) shall contain appropriate legends and
restrictions that describe the terms and conditions of the restrictions applicable thereto.
In the event that shares of Restricted Stock are to be issued at the end of the Restricted
Period, the right to receive such shares shall be evidenced by book entry registration or in
such other manner as the Committee may determine.



     (b) Deferral. With the approval of the Committee, payment in respect of Awards other than
Options may be deferred and paid either in the form of installments or as a lump-sum payment. The
Committee may permit selected Participants to elect to defer payments of some or all types of such
Awards or any other compensation otherwise payable by the Corporation in accordance with the
provisions of this paragraph 
10(b) and such other procedures as may be established by the Committee
and may provide that such deferred compensation may be payable in shares of Common Stock. The
Committee also may specify in an Award Agreement or the terms of the Award that payment in respect
of an Award will be deferred. Any deferred payment pursuant to an Award, whether elected by the
Participant or specified by the Award Agreement or the terms of the Award, may be forfeited if and
to the extent that the Award Agreement or the terms of the Award so provide. Any such deferral of
payment will be made in accordance with the following:




     (i) Initial Deferral Elections by Participants. Except as otherwise provided in this
paragraph 10(b), the Participant must make a written, irrevocable election as to deferral of
payment in respect of an Award and the time and form of such payment on or before the
deadline established by the Committee, which shall be no later than:




     (A) December 31st of the calendar year preceding the calendar year
during which the Participant will commence performing the services giving rise to
the Award subject to the deferral election; or




     (B) for the first year in which the Participant becomes eligible to participate
in the Plan, 30 days after the date the Participant first becomes eligible to
participate in the Plan, provided that such an election will only be effective with
respect to the portion of the Award related to services performed after the
election.



13









 






     (ii) Initial Participant Deferral Elections for Performance-Based Compensation. In the
event that the Committee determines that a deferral election may be made with respect to an
Award that is Performance-Based Compensation (as defined below), an eligible Participant may
make a written, irrevocable election as to deferral of payment in respect of the Award and
the time and form of such payment on or before the deadline established by the Committee,
which shall not be later than 6 months before the end of the performance period.  




     For purposes of this subparagraph, “Performance-Based Compensation” means an Award, the
amount of which, or the entitlement to which, is contingent on the satisfaction of
preestablished organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months, as determined by the Committee in accordance with
Treasury Regulation § 1.409A-1(e).  Performance criteria are considered preestablished if
established in writing by not later than 90 days after the commencement of the period of
service to which the criteria relates, provided that the outcome is substantially uncertain
at the time the criteria are established.




     For a Participant to be eligible to make a deferral election in accordance with this
subparagraph, the Participant must have performed services continuously from the later of
(A) the beginning of the performance period for the Performance-Based Compensation or (B)
the date upon which the performance criteria with respect to the Performance-Based
Compensation are established, through the date on which the Participant makes the deferral
election.  In addition, in no event may a deferral election under this subparagraph be made
after the Performance-Based Compensation has become readily ascertainable within the meaning
of Treasury Regulation § 1.409A-2(a)(8).




     (iii) Initial Participant Deferral Elections for Fiscal Year Compensation. In the
event that the Committee determines that a deferral election may be made with respect to an
Award that is Fiscal Year Compensation (as defined below), the Participant may make a
written, irrevocable election as to the deferral of payment in respect of the Award and the
time and form of such payment on or before the deadline established by the Committee, which
shall not be later than the close of the Employer’s fiscal year immediately preceding the
first fiscal year in which any services are performed for which the Award is payable.  For
purposes of this subparagraph, the term “Fiscal Year Compensation” means an Award relating
to a period of service coextensive with one or more consecutive fiscal years of the
Employer, of which no amount is paid or payable during the fiscal year(s) constituting the
period of service.




     (iv) Initial Participant Deferral Elections for Short-Term Deferrals. If a Participant
has a legally binding right to an Award under the Plan or a payment under an Award in a
subsequent calendar year that, absent a deferral election, would be treated as a short-term
deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4) and the Committee
determines that a deferral election may be made with respect to payment in respect of the
Award, the Participant may make a written, irrevocable election to defer such payment in
accordance with the requirements of subparagraph (vii) of this paragraph, applied as if the
payment were a deferral of compensation and the scheduled payment date for the payment were
the date the substantial risk of forfeiture lapses. The Committee may provide in the
deferral election that the deferred payment will be payable upon a Change in Control without
regard to the five-year additional deferral requirement in subparagraph (vii) of this
paragraph 10(b).




     (v) Initial Participant Deferral Elections for Compensation Subject to a Risk of
Forfeiture. If a Participant has a legally binding right to an Award under the Plan or
payment in respect of an Award in a subsequent year and the payment of or under the Award is
subject to a



14









 






forfeiture condition requiring the Participant’s continued services for a period of at
least 12 months from the date the Participant obtains the legally binding right, the
Committee may permit the Participant to make a written, irrevocable election to defer such
payment no later than the 30th day after the Participant obtains the legally
binding right to the payment, provided that the election is made at least 12 months in
advance of the earliest date at which the forfeiture condition could lapse, as determined in
accordance with Treasury Regulation § 
1.409A-2(a)(5). For purposes of this subparagraph, a
condition will not be treated as failing to require the Participant to continue to provide
services for a period of at least 12 months from the date the Participant obtains the
legally binding right merely because the condition immediately lapses upon Disability or
death of the Participant or upon a Change in Control. However, if the Participant’s
Disability or death or a Change in Control event occurs before the end of such 12-month
period, a deferral election under this subparagraph will be effective only if it would be
permissible under another subparagraph of this paragraph 10(b).




     (vi) Deferrals by Committee. If an Award is made that provides for the deferral of
compensation for services performed during a Participant’s taxable year and the Participant
is not given an opportunity to elect the time or form of payment of such Award, the
Committee must designate the time and form of payment no later than the time the Participant
first has a legally binding right to the Award or, if later, the time the Participant would
be required under this subparagraph 10(b) to make such an election if the Participant were
provided such an election.




     (vii) Subsequent Participant Deferral Elections. Notwithstanding the foregoing
provisions of this paragraph 10(b), with approval of the Committee, a Participant may elect
to further delay payment in respect of an Award or change the form of payment if:




     (A) the election will not take effect until at least 12 months after the date
on which the election is made;




     (B) for any payment not made on account of death or Disability, the payment is
deferred for a period of not less than five years from the date the payment would
otherwise have been paid and not later than the expiration date of the Award; and




     (C) any election related to a payment to be made at a specified time or
pursuant to a fixed schedule must be made not less than 12 months before the date
the payment is scheduled to be paid.




Notwithstanding the foregoing or any other provision of this Plan to the contrary, the
Committee may permit Participants to make new payment elections on or before December 31,
2008, with respect to the time and/or form of payment in respect of an Award, provided that
the election applies only to amounts that would not otherwise be payable in the year in
which the election is made and does not cause an amount to be paid in the year in which the
election is made that would not otherwise be payable in that year.




     (viii) Acceleration of Payments. Notwithstanding any provision of this Plan, an Award
Agreement or a deferral election to the contrary, the Committee, in its discretion, may
accelerate payment in respect of an Award in accordance with the provisions of Treasury
Regulation § 1.409A-3(j)(4)(ii) through (xiv).




     (ix) Delay of Payments. Notwithstanding any provision of this Plan, an Award Agreement
or a deferral election to the contrary, payment in respect of an Award may be delayed by the
Committee under the circumstances described in Treasury Regulation § 1.409A-2(b)(7),



15









 






provided that the Committee treats all payments to similarly situated Participants on a
reasonably consistent basis.



     (c) Permissible Payment Events/Times. The Committee may specify any one or more of the
following as an event upon or a time at which payment of the vested portion of an Award may be made
pursuant to a deferral election under paragraph 10(b): (i) Separation from Service, (ii)
Disability, (iii) death, (iv) a specified date or pursuant to a fixed schedule, or (v) a Change in
Control. The Committee may provide for payment upon the earliest or latest of more than one such
event or time.



     (d) Time of Payment. The payment date with respect to payment of an Award that is deferred
under paragraph 10(b) shall be the permissible payment event or time under paragraph 10(c)
designated by the Participant or the Committee, as applicable, in accordance with paragraph 
10(b).
Payment in respect of an Award shall be made within 60 days following the payment date; provided,
however, that payment may be made at a later date for administrative reasons to the extent
permitted by Code Section 409A; provided, further, that the Participant shall not be permitted,
directly or indirectly, to designate the calendar year of the payment.



     (e) Specified Employees. Any provision of the Plan to the contrary notwithstanding, if any
payment in respect of a Participant’s Award provides for a deferral of compensation under Code
Section 409A and the Participant is a Specified Employee as of the date of his or her Separation
from Service, no payment on account of the Participant’s Separation from Service may be made with
respect to such Participant before the date that is six months after the Participant’s Separation
from Service (or, if earlier than the end of the six-month period, the date of the Participant’s
death). In such case, any payment that would be made within such six-month period will be
accumulated and paid in a single lump sum on the on the earliest business day that complies with
the requirements of Code Section 409A.



     (f) Dividends, Earnings and Interest. Rights to dividends or Dividend Equivalents may be
extended to and made part of any Stock Award, subject to such terms, conditions and restrictions as
the Committee may establish. The Committee may also establish rules and procedures for the
crediting of interest or other earnings on deferred cash payments and Dividend Equivalents for
Stock Awards.



     (g) Substitution of Awards. Subject to paragraphs 13 and 15, at the discretion of the
Committee and after considering tax and other potential legal implications, a Participant who is an
Employee may be offered an election to substitute an Employee Award for another Employee Award or
Employee Awards of the same or different type.



11. Option Exercise




     Following exercise the Grant Price shall be paid in full in cash at the time of delivery of
the stock or, if permitted by the Committee and elected by the optionee, the optionee may purchase
such shares by means of tendering Common Stock owned by the optionee, or having the Corporation
withhold from the shares otherwise issuable pursuant to the Option an appropriate number of shares
of Common Stock, valued at Fair Market Value on the date of exercise, or any combination thereof.
The Committee shall determine acceptable methods for Participants to tender Common Stock or have
Common Stock withheld in payment of the Grant Price. The Committee may provide for procedures to
permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Award. The Committee may adopt additional rules and
procedures regarding the exercise of Options from time to time, provided that such rules and
procedures are not inconsistent with the provisions of this paragraph.



     An optionee desiring to pay the Grant Price of an Option by tendering Common Stock using the
method of attestation may, subject to any such conditions and in compliance with any such
procedures as



16









 







the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite
value in which case the Corporation shall issue or otherwise deliver to the optionee upon such
exercise a number of shares of Common Stock subject to the Option equal to the result obtained by
dividing (a) the excess of the aggregate Fair Market Value of the shares of Common Stock subject to
the Option for which the Option (or portion thereof) is being exercised over the Grant Price
payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject
to the Option, and the optionee may retain the shares of Common Stock the ownership of which is
attested.



     If an optionee desires to pay the Grant Price of an Option by having the Corporation withhold
from the shares otherwise issuable pursuant to the Option shares of Common Stock of the requisite
value, then, subject to any conditions and in compliance with any procedures as the Committee may
adopt, the Corporation shall issue or otherwise deliver to the optionee upon such exercise a number
of shares of Common Stock subject to the Option equal to the result obtained by dividing (a) the
excess of the aggregate Fair Market Value of the shares of Common Stock subject to the Option for
which the Option (or portion thereof) is being exercised over the Grant Price payable in respect of
such exercise by (b) the Fair Market Value per share of Common Stock subject to the Option.



12. Taxes




     The Corporation or its designated third party administrator shall have the right to deduct
applicable taxes from any Employee Award payment and withhold, at the time of delivery or vesting
of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of
shares of Common Stock or a combination thereof for payment of taxes or other amounts required by
law or to take such other action as may be necessary in the opinion of the Corporation to satisfy
all obligations for withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Corporation of shares of Common Stock theretofore owned by the
holder of the Employee Award with respect to which withholding is required. If shares of Common
Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made. The Committee may provide for loans, on
either a short term or demand basis, from the Corporation to a Participant who is an Employee to
permit the payment of taxes required by law.



13. Amendment, Modification, Suspension or Termination of the Plan




     The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted by law, except that
(i) no amendment or alteration that would adversely affect the rights of any Participant under any
Award previously granted to such Participant shall be made without the consent of such Participant
and (ii) no amendment or alteration shall be effective prior to its approval by the stockholders of
the Corporation to the extent such approval is required by applicable legal requirements or the
requirements of the securities exchange on which the Corporation’s stock is listed.
Notwithstanding anything herein to the contrary, except in connection with a corporate transaction
involving the Corporation (including, without limitation, a subdivision or consolidation of
outstanding shares, stock dividend, stock split, extraordinary cash dividend, recapitalization,
capital reorganization, split-up, spin-off, merger, consolidation, combination or exchange of
shares), (a) the terms of outstanding Awards may not be amended to reduce the exercise price of
Options, (b) Options will not be repriced, replaced, or regranted through cancellation or by
decreasing the Grant Price of a previously granted Option, and (c) outstanding Options will not be
replaced with cash or another Award, in each case without approval of the Corporation’s
stockholders.



14. Assignability




     (a) Except as provided in paragraphs 14(b) and (c), no Award or any other benefit under this
Plan shall be assignable or otherwise transferable except by will, beneficiary designation, the
laws of



17









 







descent and distribution, or a domestic relations order. The Committee may prescribe and
include in applicable Award Agreements or the terms of the Award other restrictions on transfer.
No right or interest of a Participant in any Award may be pledged, encumbered or hypothecated to,
or in favor of, any party other than the Corporation or an Affiliate. Any attempted assignment of
an Award or any other benefit under this Plan in violation of this paragraph 14 shall be null and
void.



     (b) During his or her lifetime a Participant may transfer an Award without value or
consideration to any Family Member if the transfer is approved by the Committee, in its discretion.
A Participant seeking a transfer of an Award pursuant to this subparagraph shall make a request
for approval to the Committee by contacting the Corporation in writing. The Committee shall be
under no obligation to grant a request for a transfer to a Family Member. If an Award is
transferred as contemplated herein, such transferred Award may not be subsequently transferred by
the transferee (other than another transfer meeting the conditions herein) except by will or the
laws of descent and distribution. A transferred Award shall continue to be governed by and be
subject to the terms and limitations of this Plan and the relevant Award Agreement, and the
transferee shall be entitled to same rights as a Participant, as if the transfer had not taken
place.



     (c) A Participant may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with respect to any Award
upon the Participant’s death. A beneficiary, legal guardian, legal representatives, or other
person claiming any rights pursuant to this Plan is subject to all the terms and conditions of the
Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provides, and any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the Participant, payments to be
made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and
distribution. If a beneficiary designation conflicts with an assignment by will, the beneficiary
designation will prevail. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Participant at any time provided the change or revocation is provided to the
Corporation on behalf of the Committee.



15. Adjustments




     (a) The existence of outstanding Awards shall not affect in any manner the right or power of
the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the Corporation or its business or any
merger or consolidation of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity with or junior to the existing
Common Stock) or the dissolution or liquidation of the Corporation, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding of any kind,
whether or not of a character similar to that of the acts or proceedings enumerated above.



     (b) In the event of any subdivision or consolidation of outstanding shares of Common Stock,
declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the
number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common
Stock covered by outstanding Awards, (iii) the Grant Price or other price in respect of such
Awards, (iv) the appropriate Fair Market Value and other price determinations for such Awards, and
(v) the Stock Based Awards Limitations shall each be proportionately adjusted to reflect such
transaction. In the event of any other recapitalization or capital reorganization of the
Corporation, any consolidation or merger of the Corporation with another corporation or entity, the
adoption by the Corporation of any plan of exchange affecting Common Stock or any distribution to
holders of Common Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock), the Board may make appropriate adjustments to (i) the number of shares of
Common Stock reserved under this Plan, (ii) the number of



18









 







shares of Common Stock covered by Awards, (iii) the Grant Price or other price in respect of such
Awards, (iv) the appropriate Fair Market Value and other price determinations for such Awards, and
(v) the Stock Based Awards Limitations to reflect such transaction; provided that such adjustments
shall only be such as are necessary to maintain the proportionate interest of the holders of the
Awards and preserve, without increasing, the value of such Awards. 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 Plan previously issued compensatory awards,
or to substitute new Awards for previously issued compensatory awards, including Awards, as part of
such adjustment or (y) to cancel Awards that are Options and give the Participants who are the
holders of such Awards notice and opportunity to exercise for 30 days prior to such cancellation.



16. Restrictions




     No Common Stock or other form of payment shall be issued with respect to any Award unless the
Corporation shall be satisfied based on the advice of its counsel that such issuance will be in
compliance with applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be
subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which the Common Stock is then listed or
to which it is admitted for quotation and any applicable federal or state securities law. The
Committee may cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.



17. Unfunded Plan




     This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to
Participants under this Plan, any such accounts shall be used merely as a bookkeeping convenience,
including bookkeeping accounts established by a third party administrator retained by the
Corporation to administer the Plan. The Corporation shall not be required to segregate any assets
for purposes of this Plan or Awards hereunder, nor shall the Corporation, the Board or the
Committee be deemed to be a trustee of any benefit to be granted under this Plan. Any liability or
obligation of the Corporation to any Participant with respect to an Award under this Plan shall be
based solely upon any contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of the Corporation shall
be deemed to be secured by any pledge or other encumbrance on any property of the Corporation.
Neither the Corporation nor the Board nor the Committee shall be required to give any security or
bond for the performance of any obligation that may be created by this Plan.



18. Right to Employment




     Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right
of the Corporation or an Affiliate to terminate any Participant’s employment or other service
relationship at any time, nor confer upon any Participant any right to continue in the capacity in
which he or she is employed or otherwise serves the Corporation.



19. Successors




     All obligations of the Corporation under the Plan with respect to Awards granted hereunder
shall be binding on any successor to the Corporation, whether the existence of such successor is
the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Corporation.



19









 





20. Governing Law




     This Plan and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of Texas.



21. Effectiveness




     The Plan was submitted to the stockholders of the Corporation for approval and approved at the
2003 annual meeting of shareholders to be effective as of April 1, 2003. The Plan has been amended
since then by the Board with the most recent amendment effective as of May 7, 2008. The Plan was
submitted to the stockholders of the Corporation for re-approval of the performance goals and to
approve additional amendments, and was approved at the 2008 annual meeting of shareholders to be
effective as of May 7, 2008, except as otherwise provided.



22. NYSE Limitations




     If any provision of this Plan has the effect of increasing the number of shares available for
Awards hereunder by adding back shares and such provision constitutes a “formula” under the formula
plan rules of the New York Stock Exchange, Inc. (“NYSE”) (including Section 303A.08 of the NYSE’s
Listed Company Manual), then the portion of such provision that constitutes a “formula” shall be
operative only until, and shall cease to be effective on, the date that is 10 years after July 17,
2003 or, if later, the date of the most recent shareholder approval of the Plan.



23. Adoption By Affiliates




     With the consent of the Committee, any Affiliate that is not considered a single employer with
the Corporation under Code Section 414(b) or Code Section 414(c) may adopt the Plan for the benefit
of its Employees by written instrument delivered to the Committee before the grant of any Award
subject to Code Section 409A to the Affiliate’s Employees under the Plan.



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Exhibit A

to the

Centex Corporation 2003 Equity Incentive Plan



Resolution related to stock options adopted by the Compensation and Management Development
Committee 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 common stock
of Centex Corporation awarded under any of the stock plans listed below, whether awarded before 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 or
she is age 55 or older, has at least 10 Years of Service and the sum of age and Years
of Service equals at least 70, then all non-qualified options held by him or her shall
immediately vest upon the termination of employment (“Vested Retirement”).
	 
	 	2.	 	All rights to exercise such vested options will terminate 12 months following
the date of such Vested Retirement. However, to the extent that an option agreement
provides a longer time to exercise following voluntary termination of employment, then
such agreement will control.
	 
	 	3.	 	As used herein: “Full Time Employee” means a person actively and regularly
engaged in work at least 40 hours a week; and “Years of Service” means an optionee’s
years of employment with Centex Corporation or any of its Affiliates. An optionee
shall be credited with a Year of Service on each anniversary of the date on which he or
she was first employed by Centex Corporation or its Affiliate, provided that the
optionee 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-Qualified
Stock 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 take
all steps that they deem necessary or appropriate to communicate the substance of the foregoing
resolution to option holders who are affected and, where they deem necessary, to document the
substance of this resolution by way of amendments to the stock plans and to existing option
agreements.




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