Exhibit 10.9b
CENTEX CORPORATION
EXECUTIVE DEFERRED COMPENSATION
PLAN
DEFERRED COMPENSATION
AGREEMENT
March 13, 2009
Award
This Deferred Compensation Agreement
(“Agreement”) is entered into as of March 13, 2009, by
and between ____________________________ (the
“Participant”) and Centex Corporation (the
“Company”).
WHEREAS, the Company has established the Centex
Corporation Executive Deferred Compensation Plan (which, as amended
from time to time, is referred to in this Agreement as the
“Plan”); and
WHEREAS, the Plan’s Committee has
determined that the Participant should receive an award of
non-qualified deferred cash compensation as more fully described
herein (“Deferred Cash Compensation”), subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual
promises and covenants herein contained, the Participant and the
Company agree as follows:
The Plan is incorporated by reference and made a
part of this Agreement for all purposes. This Agreement
and the Plan shall govern the rights of the Participant and the
Company with respect to the award of Deferred Cash Compensation
described below. All capitalized terms used herein,
unless otherwise defined, have the meaning ascribed to such terms
in the Plan.
SECTION
2. Amount of
Award.
The Participant is hereby awarded Deferred Cash
Compensation from the Company in the amount of $_____________ in
accordance with the terms of this Agreement and the
Plan. The Deferred Cash Compensation shall vest and be
paid as provided in this Agreement and the Plan.
SECTION
3. Terms of
Award.
3.1
Account. The Committee shall cause an Account
to be kept in the name of the Participant (or, in the event of the
Participant’s death, his or her Beneficiary) which shall
reflect the amount awarded pursuant to Section 2 on the effective
date of this Agreement and the value of any portion of the Deferred
Cash Compensation that has vested pursuant to Section 3.4 that is
payable to the Participant or Beneficiary under the
Plan. The obligation to pay to the Participant the
Deferred Cash Compensation shall be carried on the books of the
Company as an unsecured debt in an Account.
The Participant acknowledges and agrees that
nothing in this Agreement shall be deemed to create a trust of any
nature or kind or create any fiduciary
relationship. Neither the Participant, his or her estate
or personal representative(s), nor his or her Beneficiary shall
have any right, title or interest in or to any funds in the
Account, which is established by the Company merely for the purpose
of recording such unsecured contractual
obligation. Until and except to the extent that Deferred
Cash Compensation hereunder is vested or paid to the Participant or
his or her Beneficiary, the interest of the Participant or the
Beneficiary is contingent only and is subject to forfeiture as
provided in Section 3.4 below. All funds in the Account,
if any, shall continue to be part of the general funds of the
Company, and title to and beneficial ownersh
