exv10w5



 





EXHIBIT 10.5




CENTEX CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN




DEFERRED COMPENSATION AGREEMENT




     This Deferred Compensation Agreement (“Agreement”) is entered into as of
                    , [200  ], by and between Centex Corporation (the “Company”)
and                      (the “Executive”).



     WHEREAS, the Company has established the Centex Corporation Executive
Deferred Compensation Plan (which, as amended from time to time, is referred to
in this Agreement as the “Plan”), the purpose of which is to permit Eligible
Employees the option to defer receipt of cash compensation; and



     WHEREAS, the Plan’s Committee has determined that the Executive should
receive an award of non-qualified deferred cash compensation as more fully
described herein (“Deferred Cash Compensation”) in lieu of a stock option
grant, subject to the terms and conditions of this Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the Executive and the Company agree as follows:



SECTION 1. The Plan.




     The Plan is incorporated by reference and made a part of this Agreement
for all purposes. This Agreement and the Plan shall govern the rights of the
Executive and the Company with respect to the award of Deferred Cash
Compensation described below. In the event of any conflict between this
Agreement and the Plan, this Agreement will control. All capitalized terms
used herein, unless otherwise defined, have the meaning ascribed to such terms
in the Plan.



SECTION 2. Amount of Award.




     In lieu of a grant of stock options, the Executive is hereby awarded
Deferred Cash Compensation from the Company in the amount of $                     in
accordance with the terms of this Agreement and the Plan. The Deferred Cash
Compensation shall vest as provided in this Agreement.



SECTION 3. Terms of Award.




     3.1. Account. The Committee shall cause an Account to be kept in the
name of the Executive (or, in the event of the Executive’s death, his or her
Beneficiary) which shall reflect the amount awarded pursuant to Section 2 on
the effective date of this Agreement and the value of any portion of the
Deferred Cash Compensation that has vested pursuant to Section 3.4 that is
payable to the Executive or Beneficiary under the Plan. The obligation to pay
to the Executive the Deferred Cash Compensation, with the interest provided for
in this Agreement, shall be carried on the books of the Company as an unsecured
debt in an Account.



 









 





     The Executive acknowledges and agrees that nothing in this Agreement shall
be deemed to create a trust of any nature or kind or create any fiduciary
relationship. Neither the Executive, his or her estate or personal
representative(s), nor his or her Beneficiary shall have any right, title or
interest in or to any funds in the Account, which is established by the Company
merely for the purpose of recording such unsecured contractual obligation.
Until and except to the extent that Deferred Cash Compensation hereunder is
vested or paid to the Executive or his or her Beneficiary, the interest of the
Executive or the Beneficiary is contingent only and is subject to forfeiture as
provided in Section 3.4 below. All funds in the Account, if any, shall
continue to be part of the general funds of the Company, and title to and
beneficial ownership of any assets, whether cash or investments, which the
Company may, in its sole discretion, set aside or earmark to meet its
obligations hereunder shall at all times remain in the Company until paid to
the Executive. Neither the Executive nor any Beneficiary shall under any
circumstances acquire any property interest in any specific assets of the
Company.



     3.2. Beneficiary. The Executive may designate a Beneficiary in
accordance with the Plan.



     3.3. Interest. The Deferred Cash Compensation shall be credited with
interest, compounded annually, as of March 31, [200_] and each March 31
thereafter until the Deferred Cash Compensation, as well as any interest earned
and credited to the Account, shall have been distributed in accordance with the
Plan and this Agreement. Appropriate pro-ration shall be made for part year
interest credits. The rate of interest credited from time to time pursuant to
this paragraph shall be the Weighted Average Cost of Funds in effect as of the
date of such credit.



     3.4. Vesting. The Executive’s contingent right to receive the Deferred
Cash Compensation (and any interest accrued thereto) shall vest on the dates
and in the percentages described below. Other than as provided in the Plan,
the Executive must be an Employee of the Company in good standing as of the
applicable vesting date. The foregoing to the contrary notwithstanding, the
Executive shall be fully vested in all amounts in his or her Account,
regardless of the vesting schedule below or his or her standing with the
Company, as of the date of his or her termination of employment due to his or
her death, Disability, or Vested Retirement (or as he or she may otherwise be
entitled under the Plan).



     The Deferred Cash Compensation shall vest in installments such that it is
fully vested as of March 31, [200  ], as follows:



 









 





	 	 	 
	 	 	Vesting Percentage of
	Vesting Dates
	 	Deferred Cash Compensation

	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	100.00%







     3.5. Timing and Form of Distribution. The Executive may timely elect on
an annual basis, on or before December 31st, to receive the portion of the
Deferred Cash Compensation scheduled to vest in the following Plan Year
pursuant to an election form, and subject to such terms and conditions set
forth in such form, as prescribed by the Committee (“Election Form”).



     If this Agreement is made with respect to a Participant’s initial award
under the Plan (“Initial Award”), then the initial Election Form to be
completed on the effective date of this Agreement will be effective for the
portions of the Deferred Cash Compensation scheduled to vest in the remainder
of the [200  ] Plan Year (the year of the award). If this Agreement is made
with respect to an award other than the Initial Award, then:




	 	(a)	 	the Election Form to be completed on the effective date of this
Agreement will be effective for the portions of the Deferred Cash
Compensation scheduled to vest in the remainder of the [200  ] Plan
Year (the year of the award); and
	 
	 	(b)	 	the Election Form(s) for amounts under prior year awards
(“Prior Year Election Forms”) shall continue in effect as to the
amounts indicated thereon (and thus shall not be affected by the
Election Form(s) initially executed with respect to the amounts under
this Agreement), unless and until the Executive executes a subsequent
annual Election Form with respect to such Prior Year Election Forms.




     To the extent the Executive fails to timely elect, properly complete, or
subsequently amend the Election Form with respect to any Plan Year, then such
amount will be distributed in a lump sum in cash, to the extent vested, on (or
as soon as administratively practicable after) the earlier of (i) the date of
the termination of Executive’s employment or (ii) December 31st, [                    ]
(the 7th year after the year in which this Agreement is entered into by the
Company and the Executive).



 









 





     The Executive agrees that the Deferred Cash Compensation will be paid out
only to the extent that it has vested in accordance with this Agreement and the
Plan. Any unvested portion of the Deferred Cash Compensation shall be
forfeited and terminate automatically upon termination of employment of the
Executive for any reason (other than death, Disability or Vested Retirement as
described in Section 3.4 above), unless otherwise provided in the Plan.



     Notwithstanding the foregoing, the Committee may at any time and from time
to time provide that all or any part of the value of the unvested portion of an
award of Deferred Cash Compensation shall vest and no longer be subject to
forfeiture, and may order payment of the amounts so vested on the date
specified in such orders, if it finds such action appropriate in the
circumstances.



     3.6. Tax Withholding. The Executive agrees that the Company may take
whatever steps the Company, in its sole discretion, deems appropriate or
necessary to satisfy the Company’s state and federal income tax, social
security, Medicare, and other tax withholding obligations arising out of the
award.



SECTION 4. General Provisions.




     4.1. This Agreement and the Plan express the entire agreement of the
parties as to the Deferred Cash Compensation Award described herein, and all
promises, representations, understandings, arrangements and prior agreements
are merged herein and superseded hereby.



     4.2. If any of the provisions of this Agreement should be held to be
invalid, the remainder of this Agreement shall not be affected thereby.



     4.3. This Agreement and the Plan shall be governed by and construed in
accordance with ERISA, and to the extent not preempted thereby, the laws of the
State of Texas.



     IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the day and year first written above.



CENTEX CORPORATION



By:                                                                      


EXECUTIVE