THIS CONSULTING
AGREEMENT (this “ Agreement ”), dated as of
April 7, 2009, is entered into by and between Pulte Homes,
Inc, a Michigan corporation (the “ Company ”),
and Timothy R. Eller (the “ Consultant ”)
effective as of the Effective Time (as defined in the Agreement and
Plan of Merger, dated as of April 7, 2009, by and among the
Company, Pi Nevada Building Company, a Nevada corporation and a
direct wholly owned subsidiary of the Company (“ Merger
Sub ”) and Centex Corporation, a Nevada corporation
(“ Centex ”) (the “ Merger
Agreement ”)). If the Effective Time (as defined in the
Merger Agreement) does not occur, this Agreement will be void ab
initio and of no force and effect.
WHEREAS, the
Consultant has invaluable knowledge and expertise regarding Centex
and Centex’s operations;
WHEREAS, pursuant
to the Merger Agreement, Merger Sub will be merged with and into
Centex, and Centex will continue as a wholly owned subsidiary of
the Company (the “ Merger ”);
WHEREAS, the
Consultant is a participant in that certain Centex Corporation Plan
Regarding Severance After a Change in Control (the “
Severance Plan ”), which the Company will assume as a
result of the Merger;
WHEREAS, due to
the Consultant’s knowledge and expertise, the Company wishes
to have the cooperation of, and access to, the Consultant;
and
WHEREAS, the
Company and the Consultant have mutually agreed that the Consultant
shall serve as a consultant to the Company on the terms and subject
to the conditions hereinafter specified.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Consultant
hereby agree as follows:
1.
Termination of Employment . Effective as of the Effective
Time (as defined in the Merger Agreement), the Consultant will
resign from his employment with Centex, from his position as a
member of the board of directors of Centex and, except as otherwise
provided in this Agreement, from all other positions the Consultant
holds as an officer or member of the board of directors of any of
Centex’s subsidiaries or affiliates. For purposes of the
Severance Plan, such termination shall constitute a termination of
the Consultant’s employment by the Consultant for “Good
Reason” within the meaning of the Severance Plan, and the
Consultant will be entitled at the Effective Time (as defined in
the Merger Agreement) to all payments and benefits under
Sections 4 and 5 of the Severance Plan plus an additional cash
lump sum payment of $293,000 (to be paid at the same time as the
time at which the payments under Section 4 of the Severance
Plan are made), and, as of the Effective Time, all equity
compensation awards held by the Consultant and outstanding
immediately prior to the Effective Time shall immediately vest in
full and any stock options held by the Consultant and
outstanding
immediately
prior to the Effective Time shall continue to be exercisable for
the remainder of the originally scheduled full term. Nothing herein
shall waive any rights that the Consultant may have (or any
obligations that the Company, Centex or any of their respective
affiliates may have) under the Severance Plan or any other
compensation or benefit plan, program or arrangement in which the
Consultant is eligible to participate, including the
Consultant’s right to payment under Section 8 of the
Centex Corporation 2003 Annual Incentive Compensation Plan or any
successor thereto, which payment shall be equal to the Full Bonus
(as defined in Section 5.6(b)(v) of the Merger
Agreement).
2.
Consulting Period . For the period beginning on the date on
which the Effective Time occurs (as defined in the Merger
Agreement) (the “ Effective Date ”) and ending
upon the date that is twenty-four months after the Effective Date
(the “ Consulting Period ”), the Consultant
shall render services to the Company on the terms and conditions
set forth in this Agreement.
3.
Services . During the Consulting Period, (a) the
Consultant shall serve as a member of the board of directors of the
Company (the “ Board ”) and (b) the
Consultant shall serve as Vice Chairman of the Board reporting to
the Company’s Chief Executive Officer, with the following
duties: (i) assisting the Company in communicating the merits
of the Merger to investors, employees, customers and other
constituents of the Company, (ii) serving on the
Company’s Integration Governance Committee and
(iii) consulting with the Chief Executive Officer and General
Counsel of the Company with respect to integration following the
Merger, including with respect to integration of field roles,
operating systems and processes (e.g., scheduling, purchasing,
construction, sales, service and customer relations), personnel,
use of brands, Centex’s public company functions (e.g.,
legal, tax, treasury and accounting), human resources, compensation
and employee benefits (each of the foregoing, together, the “
Services ”). Such services shall be performed at such
place or places as shall be mutually agreed by the Consultant and
the Company. In no event shall the Consultant be required to
provide services for a number of hours greater than 33% of the
average number of hours the Consultant worked for Centex during the
36-month period preceding the Effective Date. The Consultant shall
resign from the Board upon a termination of the Consulting Period
for any reason, unless otherwise requested by the Board and agreed
to by the Consultant.
4.
Consideration . In consideration of the Consultant’s
agreement to provide the services described in
Section 3:
(a) During
the Consulting Period, the Company shall pay to the Consultant fees
for service on the Board (the “ Board Fees ”) in
amount and kind equal to the fees paid to other non-Chairman
members of the Board during the Consulting Period.
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