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AMENDED AND RESTATED 1987 STOCK OPTION PLAN

Option Agreement

AMENDED AND RESTATED 1987 STOCK OPTION PLAN | Document Parties: CENTEX CORP | CENTEX CORPORATION You are currently viewing:
This Option Agreement involves

CENTEX CORP | CENTEX CORPORATION

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Title: AMENDED AND RESTATED 1987 STOCK OPTION PLAN
Date: 2/19/2008
Industry: Construction Services     Sector: Capital Goods

AMENDED AND RESTATED 1987 STOCK OPTION PLAN, Parties: centex corp , centex corporation
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Exhibit 10.5
CENTEX CORPORATION
AMENDED AND RESTATED 1987 STOCK OPTION PLAN
(Amended and Restated Effective January 1, 2008)
1. Purpose
     The purpose of this Plan is to assist Centex Corporation, a Nevada corporation, in attracting and retaining as officers and key employees of the Company and its Affiliates, and as non-employee directors of the Company, individuals of training, experience and ability and to furnish additional incentive to such individuals by encouraging them to become owners of Shares of the Company’s capital stock, by granting to such individuals Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing. Nonqualified Options granted hereunder are intended to be exempt from the requirements of Section 409A of the Code, and the Plan shall be interpreted and administered in a manner consistent with that intent.
2. Definitions
     Unless the context otherwise requires, the following words as used herein shall have the following meanings:
     “ Act ” — The Securities Exchange Act of 1934, as amended.
     “ Affiliates ” — Any corporation or other entity which is a direct or indirect parent or subsidiary (including, without limitation, partnerships and limited liability companies) of the Company; provided, however, that such entity shall be considered an Affiliate only if it would be aggregated and treated as a single employer with the Company under Section 414(b) of the Code (controlled group of corporations) or Section 414(c) of the Code (group of trades or businesses under common control), as applicable, but in applying such Code Sections, an ownership threshold of 50% shall be used as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (a) Section 1563 of the Code and the regulations thereunder for determining a controlled group of corporations under Section 414(b) of the Code, and (b) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Section 414(c) of the Code.
     “ Agreement ” — The written agreement between the Company and the Optionee evidencing the Option granted by the Company and the understanding of the parties with respect thereto.
     “ Board ” — The Board of Directors of the Company as the same may be constituted from time to time.
     “ Code ” — The Internal Revenue Code of 1986, as amended from time to time.
     “ Committee ” — The Committee provided for in Section 3 of this Plan, as such Committee may be constituted from time to time.
     “ Company ” — Centex Corporation, a Nevada corporation.
     “ Fair Market Value ” — As of a particular date, (A) if Shares are listed on a national securities exchange, the closing price per Share, as reported on the consolidated transaction reporting system for the New York Stock Exchange or such other national securities exchange on which Shares are listed that is at the applicable time the principal market for the Shares, or any other source selected by the Committee, or, if there shall have been no such sales so reported on that date, on the last preceding date on which such a

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sale was so reported, (B) if Shares are not so listed, the mean between the closing bid and asked price of Shares on that date, or, if there are no quotations available for such date, on the last preceding date on which such a quotation was reported, as reported on a recognized quotation system selected by the Committee, or, if not so reported, then as reported by The Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), or (C) at the discretion of the Committee, the value of Shares determined in good faith by the Committee. Any determination of Fair Market Value shall be consistent with Section 422 of the Code and the Treasury Regulations and other guidance thereunder with regard to Incentive Options and Section 409A of the Code and the Treasury Regulations and other guidance thereunder with regard to Nonqualified Options. For purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value of stock shall be determined without regard to any restriction other than one which, by its terms, will never lapse.
     “ Incentive Option ” — Stock Options that are intended to satisfy the requirements of Section 422 of the Code and Section 16 of this Plan.
     “ Non-employee Director ” — An individual who satisfies the requirements of Rule 16b-3 promulgated under the Act.
     “ Nonqualified Options ” — Stock Options which do not satisfy the requirements of Section 422 of the Code.
     “ Option ” — An option to purchase one or more Shares of the Company granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option.
     “ Optionee ” — An individual who has been granted an Option under this Plan and who has executed a written option Agreement with the Company.
     “ Plan ” — This Centex Corporation 1987 Stock Option Plan.
     “ Permitted Transferees ” — (i) members of the Optionee’s immediate family, (ii) one or more trusts for the benefit of such members of the Optionee’s immediate family, (iii) partnerships in which such immediate family members are the only partners and (iv) limited liability companies in which such immediate family members are the only members.
     “ Restricted Stock ” — Shares issued pursuant to Section 19 of the Plan.
     “ Senior Management ” — Members of the senior management group of the Company and its Affiliates, such senior managers to be identified by the Chairman and Vice Chairman of the Board of the Company.
     “ Share ” — A share of the Company’s present twenty-five cents ($0.25) par value common stock and any share or shares of capital stock or other securities of the Company hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine.
3. Administration
     The Plan shall be administered by a committee (the “Committee”) comprised of two or more Non-employee Directors appointed by the Board from time to time. The Committee shall (a) select the eligible employees or directors who are to receive Options or awards of Restricted Stock under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of Options or awards of Restricted Stock, (c) interpret the Plan, and (d) make all other determinations necessary or advisable for the administration of the Plan. The Committee may adopt such rules or guidelines as it

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deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.
4. Shares Subject to Plan
     (a) A maximum of 7,065,139 Shares shall be subject to grants of Options and awards of Restricted Stock under the Plan; provided that such maximum shall be increased or decreased as provided below in Section 12.
     (b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, that no Option shall be granted and no Restricted Stock shall be awarded after May 19, 2001.
     (c) Should any Option expire or be cancelled without being fully exercised, or should any Restricted Stock previously awarded be reacquired by the Company, the number of Shares with respect to which such Option shall not have been exercised prior to its expiration or cancellation and the number of Shares of such Restricted Stock so reacquired may again be optioned or awarded pursuant to the provisions hereof.
     (d) Any Shares withheld pursuant to subsection 18(c) shall not be available after such withholding for being optioned or awarded pursuant to the provisions hereof.
5. Eligibility
     Eligibility for the receipt of the grant of Options under the Plan shall be confined to (a) a limited number of persons who are employed by the Company, or one or more of its Affiliates and who are officers of or who, in the opinion of the Committee, hold other key positions in or for the Company or one or more of its Affiliates and (b) directors of the Company, including directors who are not employees of the Company or its Affiliates; provided that only employees of the Company or its Affiliates shall be eligible for the grant of Incentive Options. In addition, an individual who becomes a director of the Company, but who is not at the time he becomes a director also an employee of the Company, shall not be eligible for a grant of Options or an award of Restricted Stock, and shall not be eligible for the grant of an option, stock allocation, or stock appreciation right under any other plan of the Company or its affiliates (within the meaning of Rule 12b-2 promulgated under the Act) until the Board expressly declares such person eligible by resolution. In no event may an Option be granted to an individual who is not an employee of the Company or an Affiliate or a director of the Company.
6. Granting of Options
     (a) From time to time while the Plan is in effect, the Committee may in its absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its absolute discretion, determine the number of Shares to be allotted for option to each person so selected; provided, however, that the total number of Shares subject to Options granted to any one person, including directors of the Company, when aggregated with the number of Shares of Restricted Stock awarded to such person, shall not exceed 706,513 Shares.
     (b) Each person so selected shall be offered an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. Each such person shall have a reasonable period of time, to be fixed by the

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Committee, within which to accept or reject the proffered Option. Failure to accept within the period so fixed may be treated as a rejection.
     (c) Each person who accepts an Option offered to him shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event an individual is granted both one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one each for the Incentive Option grants and one each for the Nonqualified Options grants. The date which the Committee specifies to be the grant date of an Option to an individual shall constitute the date on which the Option covered by such Agreement is granted; provided, however, that the grant date of an Incentive Option will be determined in accordance with the requirements of Section 422 of the Code and the Treasury Regulations and other guidance thereunder and the grant date of a Nonqualified Option will be determined in a manner that complies with Treasury Regulation Section 1.409A-1(b)(5)(vi)(B). In no event, however, shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual signing of the Agreement by the Company and the Optionee.
7. Option Price
     The option price for each Share covered by each Option shall not be less than the greater of (a) the par value of each such Share or (b) the Fair Market Value of the Share at the time such Option is granted. If the Company or an Affiliate agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation (any of such events being referred to herein as a “Corporate Transaction”), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the stock at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption; provided, however, in no event shall —
     (a) the excess of the aggregate Fair Market Value of the Share subject to the Option immediately after the substitution or assumption over the aggregate option price of such Shares be more than the excess of the aggregate Fair Market Value of all Shares subject to the Option immediately prior to the substitution or assumption over the aggregate option price of such Shares
     (b) in the case of an Incentive Option, the new Option or the assumption of the old Option give the Optionee additional benefits which he would not have under the old Option; or
     (c) the ratio of the option price to the Fair Market Value of the stock subject to the Option immediately after the substitution or assumption be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the stock subject to the old Option immediately prior such substitution or assumption, on a Share by Share basis.
     Notwithstanding the above, the provisions of this Section 7 with respect to the Option price in the event of a Corporate Transaction shall, in case of an Incentive Option, be subject to the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder and shall, in the case of a Nonqualified Option, be applied in a manner that complies with Section 409A of the Code and the Treasury Regulations and other guidance thereunder. In the event of a conflict between the terms of this Section 7 and the above cited statutes, regulations, and rulings, or in the event of an omission in this Section 7 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length.

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8. Option Period
     (a) Each Option shall run for such period of time as the Committee may specify, but in no event for longer than ten (10) years from the date when the Option is granted, including the period of time provided in subsections (i) and (ii) of this subsection (a); and subject to such limits, and the further condition that, unless designated otherwise by the Committee, no Incentive Option shall become exercisable prior to one year from the date of its grant,
     (i) Except as provided below in this subsection (i) and in paragraph 8.(b) below, all rights to exercise an Option shall terminate within three months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or after the date the Optionee ceases to be a director of the Company, whichever may occur later, for any reason other than death, except that, (x) in the case of a Nonqualified Option which is held by an Optionee who is, on the date of cessation referred to in this clause, an officer or director of the Company (within the meanings thereof under Section 16b) of the Act), all rights to exercise such Option shall terminate within seven months after the date the Optionee ceases to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates, or, if later, after the date the Optionee ceases to be a director of the Company, for any reason other than death; and, except that, (y) the Committee, in its discretion, may provide in new Option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise a Nonqualified Option to the maximum permissible period for which such Optionee’s Option would have been exercisable in the absence of the Optionee’s ceasing to be an employee of the Company and its Affiliates or ceasing to be a director of the Company but only to the extent such extension does not result in a modification of the Option for purposes of Section 409A of the Code; and, except that (z) in case the employment of the Optionee is terminated for cause, the Option shall thereafter be null and void for all purposes.
     (ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, or ceases to be a director of the Company, whichever may occur later, by reason of his death, all rights to exercise such Option shall terminate fifteen (15) months thereafter.
     (iii) If Incentive Option is granted with a term shorter than ten (10) years, after considering the tax and other potential implications the Committee may extend the term of Incentive Option, but for not more than ten (10) years from the date when Incentive Option was originally granted.
     (b) Attached hereto are resolutions adopted by the Committee, relating to vesting and exercise, which shall apply only to Options granted prior to April 1, 2006.
9. Options Not Transferable
     No Option or interest therein shall be transferable by the person to whom it is granted otherwise than by will, the applicable laws of descent and distribution, or a domestic relations order (except with respect to an Incentive Option). Notwithstanding the foregoing, the Committee may, in its sole discretion, provide in the Agreement relating to the grant of an Option that the Optionee may transfer such Option, without consideration, to members of the Optionee’s immediate family or to one or more trusts for the benefit of such immediate family members or partnerships in which such immediate family members are the only partners. For purposes of this Section 9, “immediate family” shall mean the Optionee’s spouse, parents, children (including adopted children) and grandchildren.

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     Further, notwithstanding the foregoing, the Committee may, in its sole discretion, provide in each of those Agreements relating to the grant of an Option whose term will expire in 2000, 2001, 2003, 2004, 2005, 2006 or 2007 that a Director or Senior Management Optionee may transfer such Option to one or more Permitted Transferees with or without consideration to the Optionee provided that the following conditions are satisfied with respect to such transfer: (i) such transfer is made pursuant to the program that the Company has created to facilitate the reduction of its stock option overhang and is accomplished on or before March 5, 2000; (ii) the Permitted Transferee exercises the Option not more than 30 days following such transfer; (iii) all fees and expenses charged by accounting firms, law firms and all other third party consultants in connection with such transfer are paid by the Optionee, and such fees and expenses are not otherwise paid or reimbursed by the Company or any of its Affiliates; (iv) the Permitted Transferee agrees to be bound by all of the terms of the Agreement, except that once transferred by the Optionee to such Permitted Transferee, the Option may not be subsequently transferred except back to the Optionee; (v) if the consideration tendered by the Permitted Transferee for the Option is a term obligation, the principal amount under such term obligation will be due in full no later than the fifth anniversary of the Option’s expiration date; and (vi) the Permitted Transferee agrees to inform the Company’s Stock Plan Administrator upon (a) the sale or other transfer of the shares underlying the Option and (b) any other event or action taken by the Permitted Transferee with respect to the Option, the shares underlying the Option or the consideration for the Option, where such event or action will give rise to a recognizable event for the Company.
10. Exercise of Options
     (a) During the lifetime of an Optionee only he or his guardian or legal representative or transferee may exercise an Option granted to him. In the event of his death, any then exercisable portion of his Option may, within fifteen (15) months thereafter, or earlier date of termination of the Option, be exercised in whole or in part by any person empowered to do so under the deceased Optionee’s will or under the applicable laws of descent and distribution.
     (b) At any time, and from time to time, during the period when any Option, or a portion thereof, is exercisable, such Option, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option which is partially exercised to be so exercised with respect to at least a stated minimum number of Shares.
     (c) The option price of the Shares for which an Option is exercised must be paid prior to issuance of the Shares. Such purchase price shall be payable (i) in cash, certified or cashiers’ check, or wire transfer; (ii) at the option of the holder of such Option, in Stock theretofore owned by such holder by either actual delivery of shares or by attestation, or through the withholding by the Company from the Shares otherwise issuable pursuant to the Option of an appropriate number of Shares; (iii) by a combination of cash and such delivery of withholding of Stock; or (iv) delivery of a properly executed exercise notice together with irrevocable instructions to a broker satisfactory to the Company to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price and applicable withholding taxes. For purposes of determining the amount, if any, of the purchase price satisfied by payment in Stock, such Stock shall be valued at its Fair Market Value on the date of exercise. Any Stock delive

 
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