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Exhibit
10.1
D.R. Horton,
Inc.
Performance Unit
Award
2008 Performance Unit
Plan
[2.75-]Year Performance
Unit Award
Dear
:
You have been granted a
Performance Unit Award as of
, 200X by D.R. Horton, Inc. (the
“Company”) of
Bonus Units under the D.R. Horton 2008 Performance Unit Plan
(the “Plan”) , subject to the terms and
conditions of the Plan and this Performance Unit Award (referred
to herein as “Award” or “Performance Unit
Award”) . Bonus Units are defined under the Plan and such
Bonus Units are referred to in this Award as “Performance
Units”. A copy of the Plan is attached to this
Award.
This Award is subject to
adjustment and other provisions as set forth on Exhibit A hereto
(the “Terms and Conditions”) . Depending on the
Company’s achievement of the performance goals specified in
the Terms and Conditions during the period beginning [January 1,
2008 and ending September 30, 2010] (the “Performance
Period”) , you shall be entitled to a payment (in the
form of cash, equity or a combination of both) equal to the value
of your adjusted number of Performance Units as of the last
business day of the Performance Period determined under the Terms
and Conditions, less deductions for taxes and withholdings required
by law, except as otherwise provided herein.
For purposes of the Plan,
(a) this Award is an award of Performance-Based Compensation
Award that may be settled in cash, equity or a combination of both,
and (b) amounts payable hereunder will not bear interest or be
entitled to dividends payable on Common Stock. This Award is given
to you as part of your compensation, but is neither voluntary nor
contributory by you. This Award is subject to the Plan in all
respects, and the Compensation Committee will decide on the
interpretation of any provision of this Award if there is any
ambiguity between the Plan and this Award. The provisions of the
Plan are also provisions of this Award, and all terms, provisions
and definitions set forth in the Plan are incorporated in this
Award and made a part of this Award for all purposes. Capitalized
terms used but not defined in this Award will have the meanings
assigned to such terms in the Plan.
Exhibit A to
Performance Unit Award — Terms and Conditions of
Award
(a) The amount that may be
paid to you with respect to the Performance Units shall be based
upon the Company’s achievement of the following performance
goals (“Performance Goals”) over the Performance
Period as determined by the Compensation Committee of the Board of
Directors of the Company (or any successor thereto) (the
“Committee”) : (i) Relative Return on
Investment (“ROI”) (as defined in
Section 4), and (ii) Relative Net Sales Gains Percentage
(“NSG%”) (as defined in Section 4), in
accordance with the following matrix:
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Relative Return on
Investment (“ROI”)
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Performance
Level
Compared to Peer
Group
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Payout
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Performance
Percentage
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1 st Place
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Maximum |
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200% |
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2 nd Place
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175% |
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3 rd Place
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150% |
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4 th Place
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125% |
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5 th Place
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Target |
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100% |
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6 th Place
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75% |
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7 th Place
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50% |
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8 th Place
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25% |
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9 th Place
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Minimum |
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0% |
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10 th Place
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0% |
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11 th Place
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0% |
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Relative Net Sales Gains
Percentage (“NSG%”)
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Performance
Level
Compared to Peer
Group
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Payout
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Performance
Percentage
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1 st Place
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Maximum |
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200% |
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2 nd Place
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175% |
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3 rd Place
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150% |
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4 th Place
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125% |
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5 th Place
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Target |
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100% |
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6 th Place
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75% |
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7 th Place
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50% |
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8 th Place
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25% |
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9 th Place
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Minimum |
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0% |
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10 th Place
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0% |
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11 th Place
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0% |
(b) After adjustment for
forfeitures as provided in Section 2, the number of
Performance Units granted to you will be adjusted based on Relative
ROI and Relative NSG% (“Performance Percentage”)
as provided in this Section. The adjusted number of Performance
Units to which you will be entitled shall be equal to the number of
Performance Units granted hereunder
1
multiplied by the product of
(i) 0.5 and (ii) the sum of the Performance Percentages
set forth in Section 1(a) for the level of achievement of each
of the performance goals therein (such product the
“Adjusted Performance Percentage”).
Notwithstanding the foregoing, the maximum number of Performance
Units you can earn will be an aggregate of 200% of the original
number granted to you, and the minimum number of Performance Units
that will be awarded is zero. By way of example, assuming an
initial grant of 200,000 Performance Units:
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(1)
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if the Company reached 1
st
place in Relative ROI and 3
rd
place in Relative NSG%, the
sum of the Performance Percentages would be 350% (200% plus 150%)
and the adjusted number of your Performance Units would be 350,000
((350% x 0.5) x 200,000 units).
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(2)
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if Relative ROI reached 3
rd
place and Relative NSG%
reached 5 th place, the sum of the Performance Percentages would be 250%
(150% plus 100%) and the adjusted number of your Performance Units
would be 250,000 ((250% x 0.5) x 200,000
units).
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(c) (i) Except as provided in
Section 2, the adjusted number of Performance Units,
determined as provided in Section 1(b), will be multiplied by
the Fair Market Value of the Company’s Common Stock on the
last business day of the Performance Period (if payable in cash),
or using the number of shares of the Company’s Common Stock
(or fully vested Restricted Stock Units for deferred payments),
equal to the adjusted number of Performance Units (if payable in
equity), and may be further adjusted as provided in Sections
1(c)(iii) and (iv) below. Payment of amounts due under this
Award shall be made to you as soon as practicable but no later than
30 days following certification by the Committee as set forth
below, unless you timely elect a deferred payment in the manner and
within the time frames specified by the Committee and in compliance
with Code Section 409A (the “Payout Date”)
. In the event of your death prior to the Payout Date, any amount
payable to you under the Award will be paid to your designated
beneficiary or, if none, to your estate. Prior to any payments
under this Award, the Committee shall certify in writing, by
resolution or otherwise, that the performance goals and any other
material terms of the Award were in fact satisfied and the amount
to be paid in respect of the Performance Units as a result of the
achievement of the performance goals.
(ii) Any amount paid in
respect of this Award may be paid in cash, equity or a combination
of both. If, after the final value of the Award is determined, the
Committee determines to pay a portion of the earned award in
equity, the number of shares to be awarded will be determined by
dividing the closing price of the Company’s common stock on
the day of the certification of the Award by the Committee into the
dollar value of that portion of the Award to be paid in equity,
provided that the maximum award cannot exceed the limits
established under the Plan or the Company’s 2006 Stock
Incentive Plan (the “2006 Plan”).
(iii) The Committee shall not
increase the amount payable to you to an amount that is higher than
the amount payable under the formula described herein. The
Committee may take into account normalization related adjustments
to the above performance metrics and goals and each of the
definitions in Section 4 in order to provide a relevant and
consistent comparison to the performance metrics and goals of the
Company’s Peer Group. For example, normalization related
adjustments to take into account unconsolidated joint ventures,
extraordinary items or transactions, asset write-offs, valuation
allowances or impairments among the Peer Group.
(iv) Prior to paying the
Award, the Committee reserves the discretion to adjust downward the
Award depending a variety of factors, including (i) the level
of the Company’s consolidated pre-tax income or loss on both
an adjusted and non-adjusted basis, (ii) the compensation
earned by the participant in comparison to the compensation earned
by other Company executives and executives of the Company’s
Peer Group, (iii) the participant’s overall
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compensation, (iv) the
participant’s individual performance, and (v) other
factors listed in the 2008 Plan.
(d) The Company may cancel
and revoke this Award and/or replace it with a revised award at any
time if the Company determines, in its good faith judgment, that
this Award was granted in error or that this Award contains an
error. In the event of such determination by the Company, and
written notice thereof to you at your business or home address, all
of your rights and all of the Company’s obligations as to any
unvested portion of
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