ex10-4.htm


     

    Exhibit
10.4

    
CENTEX
CORPORATION

     

    AMENDED
AND RESTATED 1987 STOCK OPTION PLAN

     

    (Amended
and Restated Effective February 11, 2009)

     

    1.    Purpose

     

    The
purpose of this Plan is to assist Centex Corporation, a Nevada corporation, in
attracting and retaining as officers and key employees of the Company and its
Affiliates, and as non-employee directors of the Company, individuals of
training, experience and ability and to furnish additional incentive to such
individuals by encouraging them to become owners of Shares of the Company’s
capital stock, by granting to such individuals Incentive Options, Nonqualified
Options, Restricted Stock, or any combination of the
foregoing.  Nonqualified Options granted hereunder are intended to be
exempt from the requirements of Section 409A of the Code, and the Plan shall be
interpreted and administered in a manner consistent with that
intent.

     

    2.    Definitions

     

    Unless
the context otherwise requires, the following words as used herein shall have
the following meanings:

     

    “Act”
— The Securities Exchange Act of 1934, as amended.

     

    “Affiliates”
— Any corporation or other entity which is a direct or indirect parent or
subsidiary (including, without limitation, partnerships and limited liability
companies) of the Company; provided, however, that such entity shall be
considered an Affiliate only if it would be aggregated and treated as a single
employer with the Company under Section 414(b) of the Code (controlled group of
corporations) or Section 414(c) of the Code (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) Section 1563 of the Code and the regulations
thereunder for determining a controlled group of corporations under Section
414(b) of the Code, and (b) Treasury Regulation Section 1.414(c)-2 for
determining the trades or businesses that are under common control under Section
414(c) of the Code.

     

    “Agreement”
— The written agreement between the Company and the Optionee evidencing the
Option granted by the Company and the understanding of the parties with respect
thereto.

     

    “Board”
— The Board of Directors of the Company as the same may be constituted from time
to time.

     

    “Code”
— The Internal Revenue Code of 1986, as amended from time to time.

     

    “Committee”
— The Committee provided for in Section 3 of this Plan, as such Committee may be
constituted from time to time.

     

    “Company”
— Centex Corporation, a Nevada corporation.

     

    “Fair
Market Value” — As of a particular date, (i)(A) if Shares are listed on a
national securities exchange, the closing price per Share, as reported on the
consolidated transaction reporting system for the New York Stock Exchange or
such other national securities exchange on which Shares are listed that is at
the applicable time the principal market for the Shares, 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

     

    
      
        
        

      

      
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sale was
so reported, (B) if Shares are not so listed, the mean between the closing bid
and asked price of Shares 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) at the discretion of the Committee, the value of Shares determined in
good faith by the Committee, or (ii) if applicable, the price per share as
determined in accordance with the procedures of a third party administrator
retained by the Company to administer the Plan.  Any determination of
Fair Market Value shall be consistent with Section 422 of the Code and the
Treasury Regulations and other guidance thereunder with regard to Incentive
Options and Section 409A of the Code and the Treasury Regulations and other
guidance thereunder with regard to Nonqualified Options.  For purposes
of valuing Shares to be made subject to Incentive Options, the Fair Market Value
of stock shall be determined without regard to any restriction other than one
which, by its terms, will never lapse.

    

     

    “Incentive
Option”  — Stock Options that are intended to satisfy the
requirements of Section 422 of the Code and Section 16 of this
Plan.

     

    “Non-employee
Director” — An individual who satisfies the requirements of
Rule 16b-3 promulgated under the Act.

     

    “Nonqualified
Options” — Stock Options which do not satisfy the requirements of Section
422 of the Code.

     

    “Option”
— An option to purchase one or more Shares of the Company granted under and
pursuant to the Plan. Such Option may be either an Incentive Option or a
Nonqualified Option.

     

    “Optionee”
— An individual who has been granted an Option under this Plan and who has
executed a written option Agreement with the Company.

     

    “Plan”
— This Centex Corporation 1987 Stock Option Plan.

     

    “Permitted
Transferees” — (i) members of the Optionee’s immediate family, (ii) one
or more trusts for the benefit of such members of the Optionee’s immediate
family, (iii) partnerships in which such immediate family members are the only
partners and (iv) limited liability companies in which such immediate family
members are the only members.

     

    “Restricted
Stock” — Shares issued pursuant to Section 19 of the Plan.

     

    “Senior
Management” — Members of the senior management group of the Company and
its Affiliates, such senior managers to be identified by the Chairman and Vice
Chairman of the Board of the Company.

     

    “Share”
— A share of the Company’s present twenty-five cents ($0.25) par value common
stock and any share or shares of capital stock or other securities of the
Company hereafter issued or issuable upon, in respect of or in substitution or
in exchange for each present share. Such Shares may be unissued or reacquired
Shares, as the Board, in its sole and absolute discretion, shall from time to
time determine.

     

    3.    Administration

     

    The Plan
shall be administered by a committee (the “Committee”) comprised of two or more
Non-employee Directors appointed by the Board from time to time.  The
Committee shall (a) select the eligible employees or directors who are to
receive Options or awards of Restricted Stock under the Plan, (b) determine the
type, number, vesting requirements and other features and conditions of Options
or 

     

    
      
        
        

      

      
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awards of
Restricted Stock, (c) interpret the Plan, and (d) make all other determinations
necessary or advisable for the administration of the Plan.  The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan.  The Committee’s determinations under the Plan
shall be final and binding on all persons.

    

     

    4.    Shares
Subject to Plan

     

    (a)    A maximum
of 7,065,139 Shares shall be subject to grants of Options and awards of
Restricted Stock under the Plan; provided that such maximum shall be increased
or decreased as provided below in Section 12.

     

    (b)    At any
time and from time to time after the Plan takes effect, the Committee, pursuant
to the provisions herein set forth, may grant Options and award Restricted Stock
until the maximum number of Shares shall be exhausted or the Plan shall be
sooner terminated; provided, however, that no Option shall be granted and no
Restricted Stock shall be awarded after May 19, 2001.

     

    (c)    Should
any Option expire or be cancelled without being fully exercised, or should any
Restricted Stock previously awarded be reacquired by the Company, the number of
Shares with respect to which such Option shall not have been exercised prior to
its expiration or cancellation and the number of Shares of such Restricted Stock
so reacquired may again be optioned or awarded pursuant to the provisions
hereof.

     

    (d)    Any
Shares withheld pursuant to subsection 18(c) shall not be available after such
withholding for being optioned or awarded pursuant to the provisions
hereof.

     

    5.    Eligibility

     

    Eligibility
for the receipt of the grant of Options under the Plan shall be confined to (a)
a limited number of persons who are employed by the Company, or one or more of
its Affiliates and who are officers of or who, in the opinion of the Committee,
hold other key positions in or for the Company or one or more of its Affiliates
and (b) directors of the Company, including directors who are not employees of
the Company or its Affiliates; provided that only employees of the Company or
its Affiliates shall be eligible for the grant of Incentive Options. In
addition, an individual who becomes a director of the Company, but who is not at
the time he becomes a director also an employee of the Company, shall not be
eligible for a grant of Options or an award of Restricted Stock, and shall not
be eligible for the grant of an option, stock allocation, or stock appreciation
right under any other plan of the Company or its affiliates (within the meaning
of Rule 12b-2 promulgated under the Act) until the Board expressly declares such
person eligible by resolution.  In no event may an Option be granted
to an individual who is not an employee of the Company or an Affiliate or a
director of the Company.

     

    6.    Granting
of Options

     

    (a)    From time
to time while the Plan is in effect, the Committee may in its absolute
discretion, select from among the persons eligible to receive a grant of Options
under the Plan (including persons who have already received such grants of
Options) such one or more of them as in the opinion of the Committee should be
granted Options. The Committee shall thereupon, likewise in its absolute
discretion, determine the number of Shares to be allotted for option to each
person so selected; provided, however, that the total number of Shares subject
to Options granted to any one person, including directors of the Company, when
aggregated with the number of Shares of Restricted Stock awarded to such person,
shall not exceed 706,513 Shares.

     

    (b)    Each
person so selected shall be offered an Option to purchase the number of Shares
so allotted to him, upon such terms and conditions, consistent with the
provisions of the Plan, as the 

     

    
      
        
        

      

      
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Committee
may specify.  Each such person shall have a reasonable period of time,
to be fixed by the Committee, within which to accept or reject the proffered
Option.  Failure to accept within the period so fixed may be treated
as a rejection.

    

     

    (c)    Each
person who accepts an Option offered to him shall enter into an Agreement with
the Company, in such form as the Committee may prescribe, setting forth the
terms and conditions of the Option, whereupon such person shall become a
participant in the Plan.  In the event an individual is granted both
one or more Incentive Options and one or more Nonqualified Options, such grants
shall be evidenced by separate Agreements, one each for the Incentive Option
grants and one each for the Nonqualified Options grants.  The date
which the Committee specifies to be the grant date of an Option to an individual
shall constitute the date on which the Option covered by such Agreement is
granted; provided, however, that the grant date of an Incentive Option will be
determined in accordance with the requirements of Section 422 of the Code and
the Treasury Regulations and other guidance thereunder and the grant date of a
Nonqualified Option will be determined in a manner that complies with Treasury
Regulation Section 1.409A-1(b)(5)(vi)(B).  In no event, however, shall
an Optionee gain any rights in addition to those specified by the Committee in
its grant, regardless of the time that may pass between the grant of the Option
and the actual signing of the Agreement by the Company and the
Optionee.

     

    7.    Option
Price

     

    The
option price for each Share covered by each Option shall not be less than the
greater of (a) the par value of each such Share or (b) the Fair Market Value of
the Share at the time such Option is granted.  If the Company or an
Affiliate agrees to substitute a new Option under the Plan for an old Option, or
to assume an old Option, by reason of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization, or liquidation
(any of such events being referred to herein as a “Corporate Transaction”), the
option price of the Shares covered by each such new Option or assumed Option may
be other than the Fair Market Value of the stock at the time the Option is
granted as determined by reference to a formula, established at the time of the
Corporate Transaction, which will give effect to such substitution or
assumption; provided, however, in no event shall —

     

    (a)    the
excess of the aggregate Fair Market Value of the Share subject to the Option
immediately after the substitution or assumption over the aggregate option price
of such Shares be more than the excess of the aggregate Fair Market Value of all
Shares subject to the Option immediately prior to the substitution or assumption
over the aggregate option price of such Shares

     

    (b)    in the
case of an Incentive Option, the new Option or the assumption of the old Option
give the Optionee additional benefits which he would not have under the old
Option; or

     

    (c)    the ratio
of the option price to the Fair Market Value of the stock subject to the Option
immediately after the substitution or assumption be more favorable to the
Optionee than the ratio of the option price to the Fair Market Value of the
stock subject to the old Option immediately prior such substitution or
assumption, on a Share by Share basis.

     

    Notwithstanding
the above, the provisions of this Section 7 with respect to the Option price in
the event of a Corporate Transaction shall, in case of an Incentive Option, be
subject to the requirements of Section 424(a) of the Code and the Treasury
regulations and revenue rulings promulgated thereunder and shall, in the case of
a Nonqualified Option, be applied in a manner that complies with Section 409A of
the Code and the Treasury Regulations and other guidance thereunder. In the
event of a conflict between the terms of this Section 7 and the above cited
statutes, regulations, and rulings, or in the event of an omission in this
Section 7 of a provision required by said laws, the latter shall control in all
respects and are hereby incorporated herein by reference as if set out at
length.

     

    
      
        
        

      

      
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    8.    Option
Period

     

    (a)    Each
Option shall run for such period of time as the Committee may specify, but in no
event for longer than ten (10) years from the date when the Option is granted,
including the period of time provided in subsections (i) and (ii) of this
subsection (a); and subject to such limits, and the further condition that,
unless designated otherwise by the Committee, no Incentive Option shall become
exercisable prior to one year from the date of its grant,

     

          (i)  Except
as provided below in this subsection (i) and in paragraph 8.(b) below, all
rights to exercise an Option shall terminate within three months after the date
the Optionee ceases to be an employee of at least one of the employers in the
group of employers consisting of the Company and its Affiliates, or after the
date the Optionee ceases to be a director of the Company, whichever may occur
later, for any reason other than death, except that, (x) in the case of a
Nonqualified Option which is held by an Optionee who is, on the date of
cessation referred to in this clause, an officer or director of the Company
(within the meanings thereof under Section 16b) of the Act), all rights to
exercise such Option shall terminate within seven months after the date the
Optionee ceases to be an employee of at least one of the employers in the group
of employers consisting of the Company and its Affiliates, or, if later, after
the date the Optionee ceases to be a director of the Company, for any reason
other than death; and, except that, (y) the Committee, in its discretion, may
provide in new Option grants or amend outstanding Options to provide an extended
period of time during which an Optionee can exercise a Nonqualified Option to
the maximum permissible period for which such Optionee’s Option would have been
exercisable in the absence of the Optionee’s ceasing to be an employee of the
Company and its Affiliates or ceasing to be a director of the Company but only
to the extent such extension does not result in a modification of the Option for
purposes of Section 409A of the Code; and, except that (z) in case the
employment of the Optionee is terminated for cause, the Option shall thereafter
be null and void for all purposes.

     

           (ii)  If
the Optionee ceases to be employed by at least one of the employers in the group
of employers consisting of the Company and its Affiliates, or ceases to be a
director of the Company, whichever may occur later, by reason of his death, all
rights to exercise such Option shall terminate fifteen (15) months
thereafter.

     

           
(iii)  If
Incentive Option is granted with a term shorter than ten (10) years, after
considering the tax and other potential implications the Committee may extend
the term of Incentive Option, but for not more than ten (10) years from the date
when Incentive Option was originally granted.

     

    (b)    Attached
hereto are resolutions adopted by the Committee, relating to vesting and
exercise, which shall apply only to Options granted prior to April 1,
2006.

     

    9.    Options
Not Transferable

     

    No Option
or interest therein shall be transferable by the person to whom it is granted
otherwise than by will, the applicable laws of descent and distribution, or a
domestic relations order (except with respect to an Incentive
Option).  Notwithstanding the foregoing, the Committee may, in its
sole discretion, provide in the Agreement relating to the grant of an Option
that the Optionee may transfer such Option, without consideration, to members of
the Optionee’s immediate family or to one or more trusts for the benefit of such
immediate family members or partnerships in which such immediate family members
are the only partners.  For purposes of this Section 9, “immediate
family” shall mean the Optionee’s spouse, parents, children (including adopted
children) and grandchildren.

     

    
      
        
        

      

      
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            Further,
notwithstanding the foregoing, the Committee may, in its sole discretion,
provide in each of those Agreements relating to the grant of an Option whose
term will expire in 2000, 2001, 2003, 2004, 2005, 2006 or 2007 that a Director
or Senior Management Optionee may transfer such Option to one or more Permitted
Transferees with or without consideration to the Optionee provided that the
following conditions are satisfied with respect to such transfer: (i) such
transfer is made pursuant to the program that the Company has created to
facilitate the reduction of its stock option overhang and is accomplished on or
before March 5, 2000; (ii) the Permitted Transferee exercises the Option not
more than 30 days following such transfer; (iii) all fees and expenses charged
by accounting firms, law firms and all other third party consultants in
connection with such transfer are paid by the Optionee, and such fees and
expenses are not otherwise paid or reimbursed by the Company or any of its
Affiliates; (iv) the Permitted Transferee agrees to be bound by all of the terms
of the Agreement, except that once transferred by the Optionee to such Permitted
Transferee, the Option may not be subsequently transferred except back to the
Optionee; (v) if the consideration tendered by the Permitted Transferee for the
Option is a term obligation, the principal amount under such term obligation
will be due in full no later than the fifth anniversary of the Option’s
expiration date; and (vi) the Permitted Transferee agrees to inform the
Company’s Stock Plan Administrator upon (a) the sale or other transfer of the
shares underlying the Option and (b) any other event or action taken by the
Permitted Transferee with respect to the Option, the shares underlying the
Option or the consideration for the Option, where such event or action will give
rise to a recognizable event for the Company.

    

     

    10.    Exercise
of Options

     

          (a)    During
the lifetime of an Optionee only he or his guardian or legal representative or
transferee may exercise an Option granted to him. In the event of his death, any
then exercisable portion of his Option may, within fifteen (15) months
thereafter, or earlier date of termination of the Option, be exercised in whole
or in part by any person empowered to do so under the deceased Optionee’s will
or under the applicable laws of descent and distribution.

     

          (b)    At any
time, and from time to time, during the period when any Option, or a portion
thereof, is exercisable, such Option, or portion thereof, may be exercised in
whole or in part; provided, however, that the Committee may require any Option
which is partially exercised to be so exercised with respect to at least a
stated minimum number of Shares.

     

          (c)    The
option price of the Shares for which an Option is exercised must be paid prior
to issuance of the Shares.  Such purchase price shall be payable (i)
in cash, certified or cashiers’ check, or wire transfer; (ii) at the option of
the holder of such Option, in Stock theretofore owned by such holder by either
actual delivery of shares or by attestation, or through the withholding by the
Company from the Shares otherwise issuable pursuant to the Option of an
appropriate number of Shares;  (iii) by a combination of cash and such
delivery of withholding of Stock; or (iv) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker satisfactory
to the Company to promptly deliver to the Company the amount of sale or loan
proceeds required to pay the exercise price and applicable withholding
taxes.  For purposes of determining the amount, if any, of the
purchase price satisfied by payment in Stock, such Stock shall be valued at its
Fair Market Value on the date of exercise.  Any Stock delivered in
satisfaction of all or a portion of the purchase price shall be appropriately
endorsed for transfer and assignment to the Company.  No holder of an
Option shall be, or have any of the rights or privileges of, a shareholder of
the Company in respect of any Shares unless and until certificates representing
such Shares shall have been delivered by the Company to such holder or such
holder’s interest in such Shares shall have been evidenced by an entry on the
Company’s books and records.

     

          (d)    No Shares
shall be issued until full payment therefor has been made, and an Optionee shall
have none of the rights of a stockholder until Shares are issued to
him.

     

    
      
        
        

      

      
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      (e)    Nothing
herein or in any Agreement executed or Option granted hereunder shall require
the Company to issue any Shares upon exercise of an Option if such issuance
would, in the opinion of counsel for the Company, constitute a violation of the
Securities Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in effect. Upon
the exercise of an Option or portion or part thereof, the Optionee shall give to
the Company satisfactory evidence that he is acquiring such Shares for the
purpose of investment only and not with a view to their distribution; provided,
however, if or to the extent that the Shares subject to the Option shall be
included in a registration statement filed by the Company, or one of its
Affiliates, such investment representation shall be
abrogated.

    

     

    11.    Delivery
of Stock Certificates

     

          As
promptly as may be practicable after an Option, or a portion or part thereof,
has been exercised as hereinabove provided, the Company shall make delivery of
one or more certificates for the appropriate number of Shares. In the event that
an Optionee exercises both an Incentive Option, or a portion thereof, and a
Nonqualified Option, or a portion thereof, separate stock certificates shall be
issued, one for the Shares subject to the Incentive Option and one for the
Shares subject to the Nonqualified Option.

     

    12.    Changes
in Company’s Shares and Certain Corporate Transactions

     

          (a)    In the
event of any subdivision or consolidation of outstanding Shares of the Company,
declaration of a dividend payable in Shares of the Company or other stock split,
then (i) the maximum number of Shares then available for option or award as
Restricted Stock under the Plan, (ii) the number of Shares of the Company
covered by outstanding Options and awards of Restricted Stock, and (iii) the
option price in respect of outstanding Options, and (iv) the total Options and
shares of Restricted Stock that may be awarded to any one person 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 shall
make appropriate adjustments to (i) the maximum number of Shares then available
for option or award as Restricted Stock under the Plan, (ii) the number of
Shares of the Company covered by outstanding Options and awards of Restricted
Stock, and (iii) the option price in respect of outstanding Incentive Options in
accordance with Treasury Regulation Section 1.424-1 and in respect of
outstanding Nonqualified Options in accordance with Treasury Regulation Section
1.409A-1(b)(5)(v)(D), and (iv) the total Options and shares of Restricted Stock
that may be awarded to any one person to reflect such transaction; provided that
such adjustments under (ii) and (iii) shall only be such as are necessary to
maintain the proportionate interest of the holders of the Options and awards of
Restricted Stock and preserve, without increasing, the value of such Options and
awards of Restricted Stock. 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 Options for previously issued
compensatory awards, including Options, as part of such adjustment or (y) to
cancel Options and give the Participants who are the holders of such Options
notice and opportunity to exercise for 30 days prior to such
cancellation.  Section 7 of the Plan shall not apply to any
transaction covered in this Section 12(a).

     

          Except
as is otherwise expressly provided herein, the issue by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with a direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or option

     

    
      
        
        

      

      
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price of
Shares then subject to outstanding Options granted under the Plan. Furthermore,
the presence of outstanding Options granted under the Plan shall not affect in
any manner the right or power of the Company to make, authorize or consummate
(i) any or all adjustments, recapitalizations, reorganizations or other changes
in the Company’s capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock which would rank above the Shares subject to
outstanding Options granted under the Plan; (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.

    

     

          (b)    Notwithstanding
anything to the contrary above, a dissolution or liquidation of the Company, a
merger (other than a merger effecting a reincorporation of the Company in
another state) or consolidation in which the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation in a
transaction in which the stockholders of the parent of the Company and their
proportionate interests therein immediately after the transaction are not
substantially identical to the stockholders of the Company and their
proportionate interests therein immediately prior to the transaction), a
transaction in which another corporation becomes the owner of 50% or more of the
total combined voting power of all classes of stock of the Company, or a change
in control (as specified below), shall cause every Option then outstanding to
become exercisable in full, subject to the limitation on the aggregate Fair
Market Value of Shares that may become first exercisable during any calendar
year set forth in Section 16, immediately prior to such dissolution,
liquidation, merger, consolidation, transaction, or change in control, to the
extent not theretofore exercised, without regard to the determination as to the
periods and installments of exercisability contained in the Agreements if (and
only if) such Options have not at that time expired or been terminated. For
purposes of this paragraph, a change in control shall be deemed to have taken
place if: (i) a third person, including a “group” as defined in Section 13(d)(3)
of the Act, becomes the beneficial owner of Shares of the Company having 50% or
more of the total number of votes that may be cast for the election of directors
of the Company; or (ii) as a result of, or in connection with, a contested
election for directors, the persons who were directors of the Company
immediately before such election shall cease to constitute a majority of the
Board.  Notwithstanding the foregoing provisions of this paragraph, in
the event of any such dissolution, merger, consolidation, transaction, or change
in control, the Board may completely satisfy all obligations of the Company and
its Affiliates with respect to any Option outstanding on the date of such event
by delivering to the Optionee cash in an amount equal to the difference between
the aggregate exercise price for Shares under the Option and the Fair Market
Value of such Shares on the date of such event, such payment to be made within a
reasonable time after such event.

     

    13.    Effective
Date

     

          The
Plan shall be effective on May 20, 1987, the date of its adoption by the Board,
but shall be submitted to the stockholders of the Company for ratification at
the next regular or special meeting thereof to be held within twelve (12) months
after the Board shall have adopted the Plan. If at such a meeting of the
stockholders of the Company a quorum is present, the Plan shall be presented for
ratification, and unless at such a meeting the Plan is ratified by the
affirmative vote of a majority of the outstanding $0.25 par value common stock
of the Company, then and in such event, the Plan and all Options granted under
the Plan and all awards of Restricted Stock under the Plan shall become null and
void and of no further force or effect.

     

    14.    Amendment,
Suspension or Termination

     

          (a)    Subject
to the other terms and condition of this Plan and the limitations set forth in
subsection 14(b) below, the Board may at any time amend, suspend or terminate
the Plan; provided,

     

    
      
        
        

      

      
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however,
that after the stockholders have ratified the Plan, the Board may not, without
approval of the stockholders of the Company, amend the Plan so as
to:

    

     

                (i)    Increase
the maximum number of Shares subject thereto, as specified above in
Sections 4(a) and 12; or

     

            (ii)   Increase
the proportionate number of Shares which may be purchased pursuant to Option by
any one person or awarded as Restricted Stock to any one person, as specified
above in Section 6(a) or below in  Section 19(a).

     

            (b)    Neither
the Board nor the Committee  may amend the Plan or any Agreement to
reduce the option price of an outstanding Option or modify, impair or cancel any
existing Option without the consent of the holder thereof.

     

    15.    Requirements
of Law

     

          Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue Shares under any Option if the issuance thereof would constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority or any national securities exchange;
and as a condition of any sale or issuance of Shares under Option the Company
may require such agreements or undertakings, if any, as the Company may deem
necessary or advisable to assure compliance with any such law or
regulation.

     

    16.    Incentive
Stock Options

     

          The
Committee, in its discretion, may designate any Option granted under the Plan as
an Incentive Option intended to qualify under Section 422 of the Code. Any
provision of the Plan to the contrary notwithstanding, (i) no Incentive Option
shall be granted to any person who, at the time such Incentive Option is
granted, owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or any Affiliate unless the
purchase price under such Incentive Option is at least 110 percent of the Fair
Market Value of the Shares subject to an Incentive Option at the date of its
grant and such Incentive Option is not exercisable after the expiration of five
years from the date of its grant, and (ii) the aggregate Fair Market Value of
the Shares subject to such Incentive Option and the aggregate Fair Market Value
of the shares of stock of any Affiliate (or a predecessor of the Company or an
Affiliate) subject to any other incentive stock option (within the meaning of
Section 422 of the Code) of the Company and its Affiliates (or a predecessor
corporation of any such corporation), that may become first exercisable in any
calendar year, shall not (with respect to any Optionee) exceed $100,000,
determined as of the date the Incentive Option is granted. For purposes of this
Section 16, “predecessor corporation” means a corporation that was a party to a
transaction described in Section 424(a) of the Code (or which would be so
described if a substitution or assumption under such section had been effected)
with the Company, or a corporation which, at the time the new incentive stock
option (within the meaning of Section 422 of the Code) is granted, is an
Affiliate of the Company or a predecessor corporation of any such
corporations.

     

    17.    Modification
of Options

     

          Subject
to the terms and conditions of and within the limitations of the Plan, the
Committee may, after considering tax and other potential implications, modify,
extend or renew outstanding Options granted under the Plan but only to the
extent such change does not result in a modification of the Option for purposes
of Section 409A of the Code, or accept the surrender of Options outstanding
hereunder (to the extent not theretofore exercised) and authorize the granting
of new Options hereunder in substitution therefor (to the extent not theretofore
exercised).  Notwithstanding the foregoing provisions of this Section
17, no modification of an Option granted hereunder shall, without the consent of
the Optionee,

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        
alter or
impair any rights or obligations under any Option theretofore granted hereunder
to such Optionee under the Plan, except as may be necessary, with respect to
Incentive Options, to satisfy the requirements of Section 422 of the
Code.

    

     

    18.    Agreement
Provisions

     

          (a)    Each
Agreement shall contain such provisions (including, without limitation,
restrictions or the removal of restrictions upon the exercise of the Option and
the transfer of shares thereby acquired) as the Committee shall deem
advisable.  Each Agreement shall identify the Option evidenced thereby
as an Incentive Option or Nonqualified Option, as the case may
be.  Incentive Options and Nonqualified Options may not both be
covered by a single Agreement.  Each such Agreement relating to
Incentive Options granted hereunder shall contain such limitations and
restrictions upon the exercise of the Incentive Option as shall be necessary for
the Incentive Option to which such Agreement related to constitute an incentive
stock option, as defined in Section 422 of the Code.

     

          (b)    The Plan
shall be annexed to each Agreement and each Agreement shall recite that it is
subject to the Plan and that the Plan shall govern where there is any
inconsistency between the Plan and the Agreement.

     

          (c)    Each
Agreement shall contain an agreement and covenant by the Optionee, in such form
as the Committee may require in its discretion, that he consents to and will
take whatever affirmative actions are required, in the opinion of the Board or
Committee, to enable the Company or appropriate Affiliate to satisfy its Federal
income tax and FICA withholding obligations.  An Agreement may contain
such provisions as the Committee deems appropriate to enable the Company or its
Affiliates to satisfy such withholding obligations, including provisions
permitting the Company, on exercise of an Option, to withhold Shares otherwise
issuable to the Optionee exercising the Option to satisfy the applicable
withholding obligations.

     

          (d)    Each
Agreement relating to an Incentive Option shall contain a covenant by the
Optionee immediately to notify the Company in writing of any disqualifying
disposition (within the meaning of section 421(b) of the Code) of an Incentive
Option.

     

    19.    Restricted
Stock.

     

          (a)    Shares of
Restricted Stock may be awarded by the Committee to such individuals as are
eligible for grants of Options, as the Committee may determine at any time and
from time to time before the termination of the Plan.  The total
number of Shares of Restricted Stock awarded to any one person, including
directors of the Company, when aggregated with the number of Shares subject to
Options in favor of such person, shall not exceed shall not exceed 706,513
Shares.

     

          (b)    A Share
of Restricted Stock is a Share that does not irrevocably vest in the holder or
that may not be sold, exchanged, pledged, transferred, assigned or otherwise
encumbered or disposed of until the terms and conditions set by the Committee at
the time of the award of the Restricted Stock have been satisfied.  A
Share of Restricted Stock shall be subject to a minimum three-year vesting
period and shall contain such other restrictions, terms and conditions as the
Committee may establish, which may include, without limitation, the rendition of
services to the Company or its Affiliates for a specified time or the
achievement of specific goals.  The Committee may, when it deems it
appropriate, require the recipient of an award of Restricted Stock to enter into
an agreement with the Company evidencing the understanding of the parties with
respect to such award.

     

          If
an individual receives Shares of Restricted Stock, whether or not escrowed as
provided below, the individual shall be the record owner of such Shares and
shall have all the rights of a stockholder with respect to such Shares (unless
the escrow agreement, if any, specifically provides otherwise),
including

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
the right
to vote and the right to receive dividends or other distributions made or paid
with respect to such Shares. Any certificate or certificates representing Shares
of Restricted Stock shall bear a legend similar to the
following:

    

     

    The
shares represented by this certificate have been issued pursuant to the terms of
the Centex Corporation 1987 Stock Option Plan and may not be sold, pledged,
transferred, assigned or otherwise encumbered in any manner except as set forth
in the terms of such award dated   ,
19  .

     

          In
order to enforce the restrictions, terms and conditions that may be applicable
to an individual’s Shares of Restricted Stock, the Committee may require the
individual, upon the receipt of a certificate or certificates representing such
Shares, or at any time thereafter, to deposit such certificate or certificates,
together with stock powers and other instruments of transfer, appropriately
endorsed in blank, with the Company or an escrow agent designated by the Company
under an escrow agreement in such form as shall be determined by the
Committee.After the
satisfaction of the terms and conditions set by the Committee at the time of an
award of Restricted Stock to an individual, which award is not subject to a
non-lapse feature, a new certificate, without the legend set forth above, for
the number of Shares that are no longer subject to such restrictions, terms and
conditions shall be delivered to the individual.

     

          If
an individual to whom Restricted Stock has been awarded dies after satisfaction
of the terms and conditions for the payment of all or a portion of the award but
prior to the actual payment of all or such portion thereof, such payment shall
be made to the individual’s beneficiary or beneficiaries at the time and in the
same manner that such payment would have been made to the
individual.

     

          The
Committee may cancel all or any portion of any outstanding restrictions prior to
the expiration of such restrictions with respect to any or all of the Shares of
Restricted Stock awarded to an individual hereunder only upon the individual’s
death, disability or retirement on or after the earlier of (i) age 65 or (ii)
for Shares of Restricted Stock awarded prior to April 1, 2006, such time as the
sum of the individual’s age and years of service equals 70, provided such
individual is at least 55.  With respect to the occurrence of any
event specified in the last paragraph of Section 12, the restrictions, if any,
applicable to any outstanding Shares awarded as Restricted Stock shall lapse
immediately prior to the occurrence of the event.

     

          (c)    Subject
to the provisions of subsection 19(b) above, if an individual to whom
Restricted Stock has been awarded ceases to be employed by at least one of the
employers in the group of employers consisting of the Company and its
Affiliates, or ceases to be a director of the Company, whichever may occur
later, for any reason prior to the satisfaction of any terms and conditions of
an award, any Restricted Stock remaining subject to restrictions shall thereupon
be forfeited by the individual and transferred to, and reacquired by, the
Company or an Affiliate at no cost to the Company or the Affiliate. In such
event, the individual, or in the event of his death, his personal
representative, shall forthwith deliver to the Secretary of the Company the
certificates for the Shares of Restricted Stock remaining subject to such
restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.

     

          (d)    In case
of any consolidation or merger of another corporation into the Company in which
the Company is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive cash or
other property) of the Shares (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series of
shares), the Committee may provide that payment of Restricted Stock shall take
the form of the kind and amount of shares of stock and other
securities

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        
(including
those of any new direct or indirect parent of the Company), property, cash or
any combination thereof receivable upon such reclassification, change,
consolidation or merger.

    

     

    20.    General

     

          (a)    The
proceeds received by the Company from the sale of Shares pursuant to Options
shall be used for general corporate purposes.

     

          (b)    Nothing
contained in the Plan, or in any Agreement, shall confer upon any Optionee or
recipient of Restricted Stock the right to continue in the employ of the Company
or any Affiliate, or interfere in any way with the rights of the Company or any
Affiliate to terminate his employment at any time.

     

          (c)    Neither
the members of the Board nor any member of the Committee shall be liable for any
act, omission, or determination taken or made in good faith with respect to the
Plan or any Option or Restricted Stock granted under it; and the members of the
Board and the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expense (including
counsel fees) arising therefrom to the full extent permitted by law and under
any directors and officers liability or similar insurance coverage that may be
in effect from time to time.

     

          (d)    As
partial consideration for the granting of each Option or award of Restricted
Stock hereunder, the Optionee or recipient shall agree with the Company that he
will keep confidential all information and knowledge which he has relating to
the manner and amount of his participation in the Plan; provided, however, that
such information may be disclosed as required by law or given in confidence to
the individual’s spouse, tax or financial advisors, or to a financial
institution to the extent that such information is necessary to secure a loan.
In the event any breach of this promise comes to the attention of the Committee,
it shall take into consideration such breach, in  determining whether
to grant any future Option or award any future Restricted Stock to such
individual, as a factor militating against the advisability of granting any such
future Option or awarding any such future Restricted Stock to such
individual.

     

          (e)    Participation
in the Plan shall not preclude an individual from eligibility in any other stock
option plan of the Company or any Affiliate or any old age benefit, insurance,
pension, profit sharing, retirement, bonus, or other extra compensation plans
which the Company or any Affiliate has adopted, or may, at any time, adopt for
the benefit of its employees or directors.

     

          (f)    Any
payment of cash or any issuance or transfer of Shares to the Optionee, or to his
legal representative, heir, legatee, or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder. The Board or Committee may require any
Optionee, legal representative, heir, legatee, or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such
form as it shall determine.

     

          (g)   Neither
the Committee nor the Board nor the Company guarantees the Shares from loss or
depreciation.

     

          (h)   All
expenses incident to the administration, termination, or protection of the Plan,
including, but not limited to, legal and accounting fees, shall be paid by the
Company or its Affiliates.

     

          (i)    Records
of the Company and its Affiliates regarding an individual’s period of
employment, termination of employment and the reason therefor, leaves of
absence, re-employment, tenure as a director and other matters shall be
conclusive for all purposes hereunder, unless determined by the Board or
Committee to be incorrect.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

            (j)    The
Company and its Affiliates shall, upon request or as may be specifically
required hereunder, furnish or cause to be furnished, all of the information or
documentation which is necessary or required by the Board or Committee to
perform its duties and functions under the Plan.

    

     

          (k)   The
Company assumes no obligation or responsibility to an Optionee or recipient of
Restricted Stock or his personal representatives, heirs, legatees, or
distributees for any act of, or failure to act on the part of, the Board or
Committee.

     

          (l)    Any
action required of the Company shall be by resolution of its Board or by a
person authorized to act by resolution of the Board. Any action required of the
Committee shall be by resolution of the Committee or by a person authorized to
act by resolution of the Committee.

     

          (m)   If any
provision of this Plan or any Agreement is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions
of the Plan or the Agreement, as the case may be, but such provision shall be
fully severable and the Plan or the Agreement, as the case may be, shall be
construed and enforced as if the illegal or invalid provision had never been
included herein or therein.

     

          (n)    Whenever
any notice is required or permitted hereunder, such notice must be in writing
and personally delivered or sent by mail.  Any notice required or
permitted to be delivered hereunder shall be deemed to be delivered on the date
on which it is personally delivered, or, whether actually received or not, on
the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith. The Company, an Optionee or a recipient
of Restricted Stock may change, at any time and from time to time, by written
notice to the other, the address which it or he had theretofore specified for
receiving notices. Until changed in accordance herewith, the Company and each
Optionee and recipient of Restricted Stock shall specify as its and his address
for receiving notices the address set forth in the Agreement pertaining to the
shares of Stock to which such notice relates.

     

          (o)    Any
person entitled to notice hereunder may waive such notice.

     

          (p)    The Plan
shall be binding upon the Optionee or recipient of Restricted Stock, his heirs,
legatees, and legal representatives, upon the Company, its successors, and
assigns, and upon the Board and Committee, and their
successors.

     

          (q)    The
titles and headings of Sections and paragraphs are included for convenience of
reference only and are not to be considered in construction of the provisions
hereof.

     

          (r)    
All
questions arising with respect to the provisions of the Plan shall be determined
by application of the laws of the State of Nevada except to the extent Nevada
law is preempted by federal law. The obligation of the Company to sell and
deliver Shares hereunder is subject to applicable laws and to the approval of
any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Shares.

     

          (s)    Words
used in the masculine shall apply to the feminine where applicable, and wherever
the context of this Plan dictates, the plural shall be read as the singular and
the singular as the plural.

     

    21.    Withholding
Taxes

     

          Federal,
state, or local law may require the withholding of taxes applicable to gains
resulting from the exercise of Nonqualified Options granted hereunder. Unless
otherwise prohibited by the Committee, each participant may satisfy any such
withholding tax obligation by electing (i) to tender a cash
payment

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

      to the
Company, (ii) to authorize the Company to withhold from the shares of stock of
the Company otherwise issuable to the participant as a result of the exercise of
the Nonqualified Option a number of shares having a fair market value, as of the
date the withholding tax obligation arises, equal to the withholding
obligations, or, at the election of the participant, up to the maximum of taxes
due (the “Share Withholding Alternative”), (iii) to deliver to the Company
previously acquired shares of common stock of the Company having a fair market
value, as of the date the withholding tax obligation arises, equal to the amount
to be withheld, or at the election of the participant, up to the maximum of
taxes due, or (iv) any combination of the foregoing, provided the combination
permits the payment of all withholding taxes attributable to the exercise of the
Nonqualified Option. A Participant’s election to pay the withholding tax
obligation must be made in writing delivered to the Company before the time of
exercise, or simultaneously with the exercise, of such Participant’s
Nonqualified Option.  A valid and binding written election of the
Share Withholding Alternative shall be irrevocable. A participant’s failure to
elect a withholding alternative prior to the time such election is required to
be made shall be deemed to be an election to pay the withholding tax by
tendering a cash payment to the Company. For purposes of this Section 21, the
fair market value of the shares used to pay withholding taxes is the mean
between the highest and lowest price quoted on the New York Stock Exchange for
one share of common stock of the Company on the Tax Date.  Also, as
used in this Section 21, “Tax Date” shall mean the date on which a withholding
tax obligation arises in connection with an exercise of a nonqualified stock
option, which date shall be presumed to be the date of exercise, unless shares
subject to a substantial risk of forfeiture (as defined in section 83(c)(1) or
(c)(3) of the Code) are issuable on exercise of the option and the participant
does not make a timely election under section 83(b) of the Code with respect
thereto, in which case the Tax Date for such shares is the date on which the
substantial risk of forfeiture lapses.  Fractional shares remaining
after payment of the withholding taxes shall be paid to the participant in
cash.



      
        
          
            
               

               

            

             


          

          
            14

            
              

            

          

          
             


          

        

      

      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.


    
      
         


      

      
        15