exv10w6



 







Exhibit 10.6




AMENDED AND RESTATED



CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN



(Last Amended on April 1, 2006)




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




     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.



3. Definitions




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



     “Affiliate” means a Subsidiary or Joint Venture.



     “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.



     “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” unless otherwise defined by the Committee, means 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,



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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.



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



     “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 that renders the Participant unable to engage in any
occupation in accordance with the terms of the Long Term Disability Plan of Centex Corporation.



     “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 Subsidiary or Joint Venture.



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     “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 mean between the highest and lowest
sales price per share of such Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are listed on that date, or,
if there shall have been no such sale so reported on that date, on the next succeeding date on
which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on
the exchange at the time of exercise, (B) if Common Stock is not so listed but is quoted on the
NASDAQ National Market, the mean between the highest and lowest sales price per share of Common
Stock reported by the NASDAQ National Market on that date, or, if there shall have been no such
sale so reported on that date, on the next succeeding date on which such a sale was so reported or,
at the discretion of the Committee, the price prevailing on the NASDAQ National Market at the time
of exercise, (C) if Common Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such date, on the next
succeeding date on which such quotations shall be available, as reported by the NASDAQ Stock
Market, or, if not reported by the NASDAQ Stock Market, by the National Quotation Bureau
Incorporated or (D) 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.



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



     “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 50% ownership, voting, capital or profit
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.



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     “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 Section 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 termination of employment from the Employer,
and where the context indicates, includes Vested Retirement.



     “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.



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.



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     (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 6,665,970 shares. No more than 2,221,990 shares of Common
Stock shall be available for Stock Awards, other than Options or Performance Awards. 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 in a manner such
that all or some of the shares covered by an Award are not issued to a Participant or are exchanged
for Awards that do not involve Common Stock, shall again immediately become available for Awards
hereunder. If the Grant Price or other purchase price of any Option or other Award granted under
the Plan is satisfied by tendering shares of Common Stock to the Corporation by either actual
delivery or by attestation, or by withholding shares of Common Stock, or if the tax withholding
obligation resulting from the settlement of any such Option or other Award is satisfied by
tendering or withholding shares of Common Stock, only the number of shares of Common Stock issued
net of the shares of Common Stock tendered or withheld shall be deemed delivered for purposes of
determining the maximum number of shares of Common Stock available for delivery 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.



     (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, provide for the extension of the exercisability of an
Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any
restrictions applicable to an Award, waive any restriction or other provision of this Plan (insofar
as such provision relates to Awards) or an Award or



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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. 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 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 Sections 8(a)(i)(A) and (B), in no event shall the



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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. Subject to the foregoing
provisions, 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 Section 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.




     (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.




     (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 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



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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 twelve (12) months following
the date of the Vested Retirement. To the extent that such Award provides a longer
term to exercise, such Award will control.




     (D) Attached hereto 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 section 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 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
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-



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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); or (i) 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:



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     (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 consisting of cash
(including Awards that are granted as Performance Awards) in respect of any fiscal year
having a value determined on the Grant Date in excess of an amount equal to 2% of the
consolidated net income of the Corporation and its subsidiaries for such fiscal year 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).



10. Payment of Awards




     (a) General. 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



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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, amounts payable in respect of Awards 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 Awards or any other
compensation otherwise payable by the Corporation in accordance with procedures established by the
Committee and may provide that such deferred compensation may be payable in shares of Common Stock.
Any deferred payment pursuant to an Award, whether elected by the Participant or specified by the
Award Agreement or the terms of the Award or by the Committee, may be forfeited if and to the
extent that the Award Agreement or the terms of the Award so provide.



     (c) 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.



     (d) Substitution of Awards. Subject to paragraphs 13 and 15, at the discretion of the
Committee, 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 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



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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, without the prior approval of the Corporation’s
stockholders, Options issued under the Plan will not be repriced, replaced, or regranted through
cancellation or by decreasing the exercise price of a previously granted Option.



14. Assignability




     Unless otherwise determined by the Committee and provided in the Award Agreement or the terms
of the Award or to a family limited partnership, trust or similar entity pre-approved by



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the Committee, no Award or any other benefit under this Plan shall be assignable or otherwise
transferable except by will, beneficiary designation or the laws of descent and distribution. In
the event that a beneficiary designation conflicts with an assignment by will, the beneficiary
designation will prevail. The Committee may prescribe and include in applicable Award Agreements
or the terms of the Award other restrictions on transfer. Any attempted assignment of an Award or
any other benefit under this Plan in violation of this paragraph 14 shall be null and void.




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 by the Board as
appropriate 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 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



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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 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.



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 will be submitted to the stockholders of the Corporation for approval at the 2003
annual meeting of shareholders and, if approved, will become retroactively effective as of April 1,
2003.



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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.



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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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