exv10w4a



 





Exhibit 10.4a


LTIP Stock Units




	 	 	 	 	 	 	 	 	 
	 
	 	FY 2007 Stock Unit Award	 	 	 	 






Dear [Full Name]:




     You have been granted an Award as of May 10, 2007 of [amount] units of Deferred Stock under
the Centex Corporation Long Term Incentive Plan (as such plan may be amended from time to time, the
“Plan”), giving you the right to receive a Payout of an equivalent number of Shares of the common
stock of Centex Corporation (the “Company”) on May 10, 2014, provided you are still employed by the
Company or an Affiliate. This Award will vest at the rate of 331/3% per year on each of March 31,
2008, March 31, 2009 and March 31, 2010.1 



     As described in the Plan, under certain circumstances an early Payout may occur. For example,
if you so elect in the form and manner prescribed by the Administrator, Payout will occur when each
portion of the Award vests, subject to your subsequent revocation of the timing of Payout and
substitution of a new Payout election during any subsequent calendar year. Conversely, if for any
other reason you cease to be employed by the Company or any of its Affiliates, in most cases you
will forfeit any portion of this Award that has not vested as of your Termination Date and, unless
discharged for cause, you will receive a Payout of the then vested portion of this Award, as
provided in the Plan.



     The Company may cancel and revoke this Award and/or replace it with a revised award at any
time if the Company determines, in its good faith judgment, that this Award was granted in error or
that this Award contains an error. In the event of such determination by the Company, and written
notice thereof to you at your business or home address, all of your rights and all of the Company’s
obligations as to any unvested portion of this Award shall immediately terminate. If the Company
replaces this Award with a revised award, then you will have all of the benefits conferred under
the revised award, effective as of such time as the revised award goes into effect.



     This Award is subject to the Plan, and the Plan will govern where there is any inconsistency
between the Plan and this Award. The provisions of the Plan are also the provisions of this Award,
and all terms, provisions and definitions set forth in the Plan are incorporated into this Award
and made a part of this Award for all purposes. Capitalized terms used and not otherwise defined
in the Plan have the meanings ascribed to such terms in the Plan. A copy of the Plan is available
to you upon request to the Law Department during the term of this Award. This Award is subject to
the Company’s Policy on Recoupment in Restatement Situations, and you agree that you will comply
with the terms of that Policy.



     This Award has been signed by Centex Corporation and delivered to you, and (when signed by
you) has been accepted by you effective as of May 10, 2007.



	 	 	 	 	 	 	 
	ACCEPTED
	 	 	 	CENTEX CORPORATION	 	 
	as of _________________, 2007
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[Full Name]
	 	 	 	[Name]	 	 
	 
	 	 	 	[Title]	 	 








 




			
	1	 	The vesting schedule for “discretionary retention
awards” is as follows: This Award will vest at the rate of 331/3% per
year on each of March 31, 2009, March 31, 2010 and March 31, 2011.