Exhibit 10(o)
RESTRICTED STOCK AWARD
AGREEMENT
Pursuant to the provisions of the
Pulte Corporation 2000 Stock Incentive Plan for Key Employees (the
“Plan”), the employee named in the Grant Acceptance
(the “Holder”) has been granted a restricted stock
award (the “Award”) of the number of shares of common
stock, $.01 par value, of Pulte Homes, Inc., a Michigan corporation
(the “Company”) set forth in the Grant Acceptance (the
“Shares”), subject to adjustment as provided herein and
in the Plan. The Award is subject to the restrictions, terms and
conditions set forth below. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Plan. This
Agreement, together with the Grant Acceptance, constitute the
Restricted Stock Agreement which is made and entered into as of the
grant date set forth in the Grant Acceptance (the “Grant
Date”).
1. Award Subject to Acceptance of
Agreement . The Award shall be null and void unless the Holder
shall (a) accept this Agreement in the manner prescribed by
the Company and (b) if requested by the Company, execute and
return one or more irrevocable stock powers to facilitate the
transfer to the Company (or its assignee or nominee) of the Shares
subject to the Award if Shares are forfeited pursuant to
Section 4 hereof or if required under applicable laws or
regulations. As soon as practicable after the Holder has accepted
this Agreement in accordance with the procedures prescribed by the
Company and, if requested by the Company, such stock power or
powers, and returned the same to the Company, the Company shall
cause to be issued in the Holder’s name the total number of
Shares subject to the Award.
2. Rights as a Stockholder .
The Holder shall have the right to vote the Shares subject to the
Award and to receive dividends and other distributions thereon
unless and until such Shares are forfeited pursuant to
Section 4 hereof; provided, however, that a dividend or other
distribution with respect to such Shares (including, without
limitation, a stock dividend or stock split), other than a regular
cash dividend, shall be subject to the same restrictions as the
Shares with respect to which such dividend or other distribution
was made (and if the Holder shall have received such dividend or
other distribution, the Holder shall deliver the same to the
Company and shall, if requested by the Company, execute and return
one or more irrevocable stock powers related thereto).
3. Custody and Delivery of
Shares . The Shares subject to the Award shall be held by the
Company or by a custodian in book entry form, with restrictions on
the Shares duly noted, until such Award shall have vested pursuant
to Section 4 hereof, and as soon thereafter as practicable,
subject to Section 5.3 hereof, the vested Shares shall be
delivered to the Holder as the Holder shall direct. Alternatively,
in the sole discretion of the Company, the Company shall hold a
certificate or certificates representing the Shares subject to the
Award until such Award shall have vested, in whole or in part,
pursuant to Section 4 hereof, and the Company shall as soon
thereafter as practicable, subject to Section 5.3 hereof,
deliver the certificate or certificates for the vested Shares to
the Holder and destroy the stock power or powers relating to the
vested Shares delivered by the Holder pursuant to Section 1
hereof. If such stock power or powers also relate to unvested
Shares, the Company may require, as a condition precedent to
delivery of any certificate pursuant to this Section 3, the
execution and delivery to the Company of one or more stock powers
relating to such unvested Shares.
4. Vesting .
(a) Except to the extent earlier
forfeited or vested pursuant to this Section 4, the Award
shall vest on the third anniversary of the Grant Date.
(b) If the Holder’s employment
by the Company terminates by reason of the Holder’s death or
disability, the Award shall become fully vested as of the date of
the Holder’s termination of employment. If the Holder’s
employment by the Company is terminated by reason of retirement
with the consent of the Company, the Holder shall be required to
execute a release agreement having such terms and provisions as the
Company may require and the Award shall become fully vested as of
the date on which the Holder’s release becomes irrevocable.
If the Holder does not execute a release or timely revokes such
release, the portion of the Award which is not vested as of the
date of the Holder’s retirement shall not vest and shall be
forfeited by the Holder and transferred, without payment of any
consideration to the Holder, to the Company (or its assignee or
nominee).
(c) If the Holder’s employment
by the Company is terminated by the Company for Cause, the portion
of the Award which is not vested as of the date of the
Holder’s termination of employment shall be forfeited by the
Holder and shall be transferred, without payment of any
consideration to the Holder, to the Company (or its assignee or
nominee).
(d) If the Holder’s employment
by the Company terminates for any reason other than a reason
specified in Section 4(b) or 4(c) hereof, the portion of the
Award which is not vested as of the date of the Holder’s
termination of employment shall be forfeited by the Holder and
shall be transferred, without payment of any consideration to the
Holder, to the Company (or its assignee or nominee); provided,
however, that the Committee may, in its discretion, make a
determination that if the Holder executes a release agreement
having such terms and provisions as the Company may require, part
or all of such unvested portion of the Award shall become fully
vested as of the date on which the Holder’s release becomes
irrevocable. If the Holder does not execute a release or timely
revokes such release, the portion of the Award which is not vested
as of the date of the Holder’s termination of employment
shall not vest and shall be forfeited by the Holder and
transferred, without payment of any consideration to the Holder, to
the Company (or its assignee or nominee).
(e) As used herein,
“Cause” shall mean a determination by the Company that
the Holder has (i) willfully and continuously failed to
substantially perform the duties assigned by the Company or a
Subsidiary with which the Holder is employed (other than a failure
resulting from the Holder’s disability), (ii) willfully
engaged in conduct which is demonstrably injurious to the Company
or any Subsidiary, monetarily or otherwise, including conduct that,
in the reasonable judgment of the Company, does not conform to the
standard of the Company’s executives or employees, or
(iii) engaged in any act of dishonesty, the commission of a
felony or a significant violation of any statutory or common law
duty of loyalty to the Company or any Subsidiary.
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(f) In the event of a Change in
Control, the Award shall become fully vested as of the effective
date of the Change in Control. As used herein, “Change in
Control” shall mean:
(i) the acquisition by any
individual, entity or group (a “Person”), including any
“person” within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 (the
“Exchange Act”), of beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act, of 40% or
more of either (i) the then outstanding shares of common stock
of the Company (the “Outstanding Common Stock”) or
(ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Voting
Securities”); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition
resulting from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or
exchanged was acquired directly from the Company), (B) any
acquisition by the Company, (C) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (D) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection
(iii) of this Section 4(f) or (E) any acquisition by
any one or more of William J. Pulte, his spouse, any trust or other
entity established for the benefit of either or both of such
persons, or any charitable organization established by either or
both of such persons (“Exempt Persons”); provided
further, that for purposes of clause (B), if any Person (other than
the Company, any one or more Exempt Persons or any employee
b
