Form of PULTE HOMES, INC. Long-Term Incentive Award Agreement
Exhibit 10.3
Pulte Homes, Inc., a Michigan corporation (the “Company”), hereby grants to
(the “Participant”) as of , 20___, pursuant to the
provisions of the Company’s Long-Term Incentive Program, as amended (the “Program”), a Long-Term
Incentive Award (the “Award”), upon and subject to the restrictions, terms and conditions set forth
in the Program and below. Capitalized terms not defined herein shall have the meanings specified
in the Program or in the Pulte Homes, Inc. 2008 Senior Management Incentive Plan (the “Plan”).
1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless
the Participant shall accept this Agreement by executing the Grant Acceptance Agreement and
returning it to the Company at such time as shall be satisfactory to the Company.
2. Vesting and Forfeiture.
2.1. Service Vesting Requirement. Subject to the satisfaction of the performance
vesting requirement set forth in the Grant Acceptance Agreement and subject to the provisions
governing the treatment of the Award upon a Change in Control as set forth in Section 3.5 of the
Program, the Award shall vest and become payable pursuant to the terms of the Program if the
Participant remains in continuous employment with the Company through the date set forth in the
Grant Acceptance Agreement (the “Vesting Date”). Except as otherwise provided herein, if the
Participant’s employment by the Company terminates prior to the Vesting Date, the Participant shall
forfeit all rights with respect to the Award and the Award shall be cancelled by the Company.
2.2. Termination by Reason of Death or Permanent Disability. If the Participant’s
employment with the Company terminates by reason of death or Permanent Disability, (i) in the case
of an Award relating to a completed Performance Period, the Award shall be paid, to the extent
earned, to the Participant or the Participant’s Beneficiary, as the case may be, as if the
Participant had remained employed with the Company through the Vesting Date, (ii) in the case of an
Award relating to a pending Performance Period, the Participant or the Participant’s Beneficiary,
as the case may be, shall be entitled to a prorated award. Such prorated award shall be equal to
the value of the target award set forth in the Grant Acceptance Agreement multiplied by a fraction,
the numerator of which shall equal the number of days such Participant was employed with the
Company during the Performance Period and the denominator of which shall equal the number of days
in the Performance Period. Notwithstanding anything herein to the contrary, if a Participant or a
Participant’s Beneficiary, as the case may be, shall be entitled to receive payment of an Award or
a prorated Award, pursuant to this Section 2.2, such Participant or such Participant’s Beneficiary,
as the case may be, shall receive such payment in a lump sum cash amount no later than the March
15th occurring immediately after the year in which the Participant’s employment
terminates.
2.3. Termination by Reason Other Than Voluntary Termination by Participant, Death,
Permanent Disability or Cause. If the Participant’s employment with the Company
terminates for any reason, other than voluntary termination by Participant, death, Permanent
Disability or Cause, (i) in the case of an Award relating to a completed Performance Period, the
Award shall be paid, to the extent earned, to the Participant as if the Participant had remained
employed with the Company through the Vesting Date, (ii) in the case of an Award relating to a
pending Performance Period, the Performance Period shall continue through the last day thereof and
the Participant shall be entitled to a prorated award. Such prorated award shall be equal to the
value of the award at the end of the Performance Period based on the actual performance during the
Performance Period multiplied by a fraction, the numerator of which shall equal the number of days
such Participant was employed with the Company during the Performance Period and the denominator of
which shall equal the number of days in the Performance Period. Notwithstanding anything herein
to the contrary, if a Participant shall be entitled to receive payment of an Award or a prorated
Award, pursuant to this Section 2.3, such Participant shall receive such payment in a lump sum cash
amount no later than the March 15th occurring immediately after the year in which the
Participant’s employment terminates.
2.4. Termination by Reason of Voluntary Termination by Participant or Cause. If the
Participant’s employment with the Company is terminated voluntarily by Participant or is terminated
by the Company for Cause, the Participant’s Award that is unvested as of the date of termination,
shall be immediately forfeited.
2.5. Payment. If an Award shall have vested, the Participant shall receive, no later
than the March 15th occurring immediately after the year in which the Vesting Date occurs, a lump
sum cash payment from the Company in an amount equal, as determined by the Committee, to the amount
of the Award which shall have vested as of such Vesting Date, subject to the deduction of taxes and
other amounts pursuant to the Program. All payments under this Agreement are intended to be exempt
from Section 409A of the Code as “short-term deferrals,” within the meaning of Treasury regulations
promulgated under Section 409A of the Code.
2.6. Committee Discretion. Notwithstanding the attainment of the Performance Measures
with respect to the Award or anything herein to the contrary, in all cases, the Committee shall
have the sole and absolute discretion to reduce the amount of any payment with respect to any
portion of the Award that would otherwise be made to any Participant or to decide that no payment
shall be made.
3. Additional Terms and Conditions of Award.
3.1. Nontransferability of Award. The Award and any rights thereunder shall not be
transferable other than by will or the laws of descent and distribution or pursuant to any
Beneficiary designation procedures as may approved by the Committee for such purpose. Except as
permitted by the preceding sentence, the Award shall not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Upon any attempt by the Participant to so
sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award
and all rights thereunder shall immediately become null and void.
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3.2. Award Confers No Rights to Continued Employment. In no event shall the granting
of the Award or its acceptance by the Participant give or be deemed to give the Participant any
right to continued employment by the Company or any Affiliate of the Company.
3.3. Decisions of Committee. The Committee shall have the right to resolve all
questions which may arise in connection with the Award. Any interpretation, determination or other
action made or taken by the Committee regarding the Program or this Agreement shall be final,
binding and conclusive.
3.4. Agreement Subject to the Program and the Plan. This Agreement is subject to the
provisions of the Program and the Plan and shall be interpreted in accordance therewith. The
Participant hereby acknowledges receipt of a copy of the Program and the Plan.
4. Miscellaneous Provisions.
4.1. Meaning of Certain Terms. As used herein, employment by the Company shall
include employment by an Affiliate of the Company.
4.2. Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who shall, upon the death of the
Participant, acquire any rights hereunder in accordance with this Agreement or the Program.
4.3. Notices. All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to Pulte Homes, Inc., Attention Executive Vice
President, Human Resources, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx
00000, and if to the Participant, to the last known address contained in the records of the
Company. All notices, requests or other communications provided for in this Agreement shall be
made in writing either (a) by personal delivery to the party entitled thereto, (b) by electronic
mail or facsimile with confirmation of receipt, (c) by mailing in the United States mails to the
last known address of the party entitled thereto or (d) by express courier service. The notice,
request or other communication shall be deemed to be received upon personal delivery, upon
confirmation of receipt of electronic mail or facsimile transmission, or upon receipt by the party
entitled thereto if by United States mail or express courier service; provided, however, that if a
notice, request or other communication is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.
4.4. Governing Law. This Agreement, the Award and all determinations made and actions
taken pursuant hereto and thereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Michigan and construed in accordance
therewith without giving effect to conflicts of laws principles.
4.5.
Statute of Limitations. Any action, claim or lawsuit relating to this Agreement must
be filed no more than six (6) months after the date of the employment action that is the subject of
the action, claim or lawsuit. The Participant voluntarily waives any statute of limitations to the
contrary.
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