ex10-10.htm


    Exhibit
10.10




      Summary
of Outside Director
Compensation

       

      As of
October 8, 2008, taking into account changes made by the Board of Directors
of Centex Corporation (the “Corporation”) effective on that date, each outside
director will receive the following compensation for his or her
services:

       

      
               
●    
The compensation package consists of annual compensation
having a value of $265,000.  No separate meeting fees will be payable
for attending board and committee meetings.

      

       

      $65,000
of the annual compensation amount will be paid in the form of cash, payable in
monthly installments.

       

      $100,000
of the annual compensation amount will be paid in the form of restricted stock
units, to be awarded at the beginning of the Board year commencing immediately
after the annual meeting of stockholders (with a grant date delayed, if
applicable, until after publication of quarterly earnings in accordance with the
Corporation’s grants and equity awards policy).  The number of units
awarded will be based on the market price of the Corporation’s common stock on
the date of grant. Restricted stock units will vest 100% on the date of grant,
but shares of the Corporation’s common stock will not be distributed (and cannot
be transferred) until the third anniversary of the date of grant.  If
a director leaves the Board for any reason (other than for cause, as determined
by the Board) before the distribution date, the award will continue in effect
and distribution of the Corporation’s common stock will be made on the
distribution date.  If a director is removed for cause, the restricted
stock units will be forfeited.  The restricted stock units will not
have a deferral feature, so there will be no deferral of the distribution date
beyond the third anniversary of the grant date.  Dividends in the form
of additional restricted stock units (if awarded on the underlying common stock)
will accrue from the date of grant until the distribution date, and will be paid
to the directors on the distribution date.  These restricted stock
unit awards will be made under the Corporation’s stockholder-approved Centex
Corporation 2003 Equity Incentive Plan (the “Plan”) and will be governed by that
plan and the terms of restricted stock unit award
agreements.  Directors previously received restricted stock awards
instead of restricted stock units.  Previously awarded restricted
stock will not be converted to restricted stock units.

       

      $100,000
of this annual compensation amount will be paid in the form of stock options, to
be awarded at the meeting of the Board of Directors held in July after the Board
service year for which the options are granted (with a grant date delayed, if
applicable, until after publication of quarterly earnings in accordance with the
Corporation’s grants and equity awards policy).  Unlike the restricted
stock unit awards, which are made at the beginning of a Board year, stock
options are awarded in arrears after the Board year has ended.  The
number of shares of common stock subject to these awards will be determined
based on the Black-Scholes valuation methodology as of the date of
grant.  Options granted to directors will vest upon
grant.  If a director leaves the Board for any reason (other than for
cause, as determined by the Board) prior to the awarding of stock options for
the year, the director will be granted a full (not a pro-rated) stock option
award upon separation from service.  The exercise price will be the
Corporation's common stock price on the date of grant.  The option
award will not be exercisable until the other directors receive their stock
option grants for the same Board year and the option will have a shorter
exercise period than the normal expiration date, as provided in the
Plan.  If a director is removed for cause prior to stock options being
granted, no stock option award will be made to such director.  These
stock option awards will be made under the Plan and will be governed by that
plan and the terms of stock option award agreements.

       

      Directors
joining the Board during a Board year will receive a pro-rata portion of the
compensation based upon the effective date of their election to the
Board.  New directors will receive a restricted stock unit award and
begin receiving monthly installments of their cash compensation upon their
election to the Board.

       

      
               
●    
The
chairperson of the Audit Committee will receive additional compensation of
$25,000, payable in cash in monthly installments.  The chairperson of
each of the Compensation and Management Development Committee, the Corporate
Governance and Nominating Committee and the 2009 Special Initiatives Committee
will receive additional compensation of $20,000, payable in cash in monthly
installments.

         

        
        

               
●    
The lead
director will receive additional compensation of $35,000, payable in cash in
monthly installments.

      

      

               
●    
Directors
will be entitled to other compensation pursuant to existing plans in which they
are eligible to
participate.

         

      

      
        The plan
for outside director compensation is customarily reviewed by the Corporation’s
Board of Directors at or before its July 2009 meeting and is subject to change
until it is set for the coming year at that meeting.  For example, in
February 2009, the outside directors agreed to forgo their stock option awards
that would otherwise have been granted in July 2009 for the preceding Board
service year.