Exhibit 10(r)
RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the provisions of the
Pulte Homes, Inc. 2004 Stock Incentive Plan (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 or in the event
of a Change in Control, 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 continuousl
