AMENDMENT TO KAUFMAN AND BROAD,
INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
The Kaufman and
Broad, Inc. Executive Deferred Compensation Plan, effective as of
July 11, 1985 (the “Plan”), is hereby amended by
KB HOME, a Delaware corporation (the “Company”),
effective January 1, 2009, in the following manner, in
accordance with Section 12(a) of the Plan. This Amendment shall
only apply with respect to amounts earned or vested on and after
January 1, 2005.
1.
Section 1 of the Plan shall be amended by adding the following
at the end thereof:
“This Plan
is intended to comply with all applicable law, including
Section 409A, related Treasury guidance and regulations, and
the transition relief provided in IRS Notice 2007-86, 2007-46
I.R.B. 990, and shall be operated and interpreted in accordance
with this intention. Notwithstanding the preceding sentence,
Section 409A shall not apply with respect to amounts earned
and vested prior to January 1, 2005 (“Grandfathered
Amounts”).”
2. Subsection
2(n) of the Plan shall be amended by adding the following at the
end thereof:
“In the case
of amounts that are not Grandfathered Amounts, Early Retirement
Date means attainment of age 50 and completion of ten
(10) years of continuous employment with
Employer.”
3. Subsection
2(r) of the Plan shall be amended by adding the following at the
end thereof:
“In the case
of amounts that are not Grandfathered Amounts, Normal Retirement
Date means attainment of age 65, unless the Executive attains age
60 and completes ten (10) years of continuous employment with
Employer.”
4.
Section 3 of the Plan shall be amended and restated by
replacing Subsections (a) through (e) with the following and
relettering Subsection (f) as (b):
“(a) No
Further Deferrals :
No further
deferrals or contributions shall be permitted effective
January 1, 2009.”
5. Subsection
4(a) of the Plan shall be amended by adding the following at the
end thereof:
“Notwithstanding
the foregoing, in the case of amounts that are not Grandfathered
Amounts, a Participant who separates from service on his Normal
Retirement Date shall be entitled to a Retirement Income Benefit
commencing at his Normal Retirement Date consisting of equal
monthly payments over 20 years or, in the case of Retirement
Income Benefits commencing prior to January 1, 2009, the
remaining term of such payments as of such date.”
6. Subsection
4(b)(i) of the Plan shall be amended by adding the following at the
end thereof:
“Notwithstanding
the foregoing, in the case of amounts that are not Grandfathered
Amounts, a Participant who separates from service prior to his
Normal Retirement Date, but on or after his Early Retirement Date
shall be entitled to a Retirement Income Benefit commencing on his
Normal Retirement Date, consisting of equal monthly payments over
20 years or, in the case of Retirement Income Benefits
commencing prior to January 1, 2009, the remaining term of
such payments as of such date.”
7. Subsection
4(c) of the Plan shall be amended by adding the following at the
end thereof:
“Notwithstanding
the foregoing, in the case of amounts that are not Grandfathered
Amounts, a Participant who separates from service after his Normal
Retirement Date shall be entitled to a Retirement Income Benefit
commencing on the first day of the month after his separation from
service consisting of equal monthly payments over 20 years or,
in the case of Retirement Income Benefits commencing prior to
January 1, 2009, the remaining term of such payments as of
such date. Retirement Income Benefits shall be determined using the
balance in his Account as of his separation from service in lieu of
the balance as of his Normal Retirement Date.”
8. Subsections
4(b)(ii), (d), (e) and (f) of the Plan shall each be
amended by adding the following at the end thereof:
“Notwithstanding
the foregoing, this subsection shall not apply with respect to
amounts that are not Grandfathered Amounts.”
9. Subsection
4(g) of the Plan shall be amended by adding the following at the
end thereof:
“Notwithstanding
the foregoing, in the case of amounts that are not Grandfathered
Amounts, such amounts shall be paid in a lump sum within
60 days of a Change in Control. For purposes of the preceding
sentence, a “Change in Control” shall mean the
occurrence of a “change in the ownership,” a
“change in the effective control” or a “change in
the ownership of a substantial portion of the assets” of a
corporation, as determined in accordance with this
Subsection.
In order for an
event described below to constitute a Change in Control with
respect to a Participant, except as otherwise provided in part
(II)(B) of this subsection, the applicable event must relate to the
corporation for which the Participant is providing services, the
corporation that is liable for pay
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