ex10-9b.htm


    Exhibit
10.9b

     

    CENTEX
CORPORATION

     

    EXECUTIVE
DEFERRED COMPENSATION PLAN

     

    DEFERRED
COMPENSATION AGREEMENT

    March
13, 2009 Award

     

    This
Deferred Compensation Agreement (“Agreement”) is entered into as of March 13,
2009, by and between ____________________________ (the “Participant”) and Centex
Corporation (the “Company”).

     

    WHEREAS,
the Company has established the Centex Corporation Executive Deferred
Compensation Plan (which, as amended from time to time, is referred to in this
Agreement as the “Plan”); and

     

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

     

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

     

    SECTION
1.         The Plan.

     

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

     

    
    

    SECTION
2.         Amount of
Award.

     

    The
Participant is hereby awarded Deferred Cash Compensation from the Company in the
amount of $_____________ in accordance with the terms of this Agreement and the
Plan.  The Deferred Cash Compensation shall vest and be paid as
provided in this Agreement and the Plan.

     

    
    

    SECTION
3.         Terms of
Award.

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    3.3   Interest.  Notwithstanding
any provision of this Agreement or the Plan, the Deferred Cash Compensation
shall not be credited with interest.

     

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

     

    The
Deferred Cash Compensation shall vest in installments such that it is fully
vested as of December 31, 2011, as follows:

     

    
      
        	
                Vesting Dates

              	 
      	
                Vesting
      Percentage of

                Deferred Cash
  Compensation

              
	 
      	 
      	 
      
	
                June
      30, 2009

              	 
      	
                  20%

              
	
                February
      15, 2010

              	 
      	
                  20%

              
	
                September
      30, 2010

              	 
      	
                  20%

              
	
                May
      15, 2011

              	 
      	
                  20%

              
	
                December
      31, 2011

              	 
      	
                  20%

              
	 
      	 
      	
                100%

              


      

    

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.5   Timing
and Form of Distribution.  The Participant’s Deferred Cash
Compensation will be distributed in a lump sum in cash within the period
specified in the Plan following each vesting date (or such earlier date that a
substantial risk of forfeiture lapses as provided for under the Plan), provided
the Participant is still employed by the Company or an Affiliate on each such
date.  Payment of the Participant’s Deferred Cash Compensation on
account of separation from service for any reason (other than death) will be
delayed, if required, for six months after such Participant’s separation from
service if the Participant is a specified employee for purposes of Section 409A
of the Internal Revenue Code (“Section 409A”) on the date of his or her
separation from service.

     

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

     

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

     

    SECTION
4.         General
Provisions.

     

    4.1   This
Agreement and the Plan express the entire agreement of the parties as to the
Deferred Cash Compensation Award described herein, and all promises,
representations, understandings, arrangements and prior agreements are merged
herein and superseded hereby.  The foregoing notwithstanding, this
Agreement shall be interpreted, and such Deferred Cash Compensation shall in all
events be deferred and paid, in a manner consistent with Section
409A.  The Company reserves the right, exercisable in its sole
discretion, to amend the Plan and this Agreement (without Participant’s consent)
in order to accomplish such result.  This Agreement is subject to the
Company’s Policy on Recoupment in Restatement Situations, and the Participant
agrees that the Participant will comply with the terms of that
Policy.

     

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

     

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

     


    
      
        
           

        

         


      

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

     

    
    

     

    
      	PARTICIPANT	 
	
               

               

               

               

            	 
	
               

               

              CENTEX
      CORPORATION

            	 
	 By:	 	
               

               

               

              /s/ Timothy R. Eller

            	 
	 	 	
              Timothy
      R. Eller

              Chairman & Chief Executive
  Officer

            


    

     

     

    
      
        
           

        

         


      

      
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