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1: 10-K Annual Report HTML 2.06M
8: EX-10.10 EX-10.10 Amended/Restated Long Term Incentive Plan 9 35K
2: EX-10.2 EX-10.2 6th Amended/Restated Enq Stock Option Plan 7 32K
3: EX-10.3 EX-10.3 Amended Centex Corp 2001 Stock Plan 13 59K
4: EX-10.3A Ex-10.A 1st Amendment to Employment Agreement 2 16K
5: EX-10.3B EX-10.3B Profits Agreement With Richard C. Decker 6 24K
6: EX-10.6A EX-10.6A Supplemental Agreement 123 346K
7: EX-10.8 EX-10.8 Amended and Restated Serp 3 17K
9: EX-21 EX-21 List of Subsidiaries 16 98K
10: EX-23.A EX-23.A Consent of Independent Auditors 1 14K
11: EX-23.B EX-23.B Consent of Independent Auditors 1 13K
12: EX-24.1 EX-24.1 Powers of Attorney 11 25K
13: EX-24.2 EX-24.2 Powers of Attorney 3 12K
14: EX-24.3 EX-24.3 Powers of Attorney 3 12K
15: EX-99.1 EX-99.1 Schedule Iii 4± 20K
EXHIBIT 10.8
1 November 2002
SERP
CENTEX CORPORATION
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PURPOSE
Under the Internal Revenue Code (the "Code") the federal government
sets a limit on the amount of annual compensation which may be
considered in determining, for the account of an eligible participant,
a company's contribution to a tax-qualified defined contribution plan,
including the Profit Sharing and Retirement Plan of Centex Corporation
(the "Plan"), and does not permit certain employees to participate in
the Plan. The purpose of this non-qualified Supplemental Executive
Retirement Plan ("SERP") is to establish balances for each participant
in this SERP in an amount substantially equal to the contribution or
additional contribution which he or she would have received under the
Plan had 100% of his or her annual salary been eligible for a profit
sharing contribution. The first SERP contribution was for the Plan year
ended March 31, 1995. The Plan year was changed to a calendar year
basis in 1999.
ELIGIBILITY
All current participants in the Plan whose employer's contribution,
other than a 401(k) contribution, is reduced either by the compensation
limit under Section 401(k)(17) of the Code or in order to satisfy any
of the non-discrimination tests applicable to the Plan, such as Section
410(b)(2) of the Code, which is commonly referred to as the "average
benefits test". Those provisions of the Code which so limit the
employer's contribution are herein called the "Limitations". New
employees paid annual compensation in excess of the Limitations
(including an employee who does not yet qualify for participation in
the Plan, provided that he or she does subscribe to the Plan when he or
she becomes eligible to do so), and participants in the Plan who first
meet the eligibility standards after subscribing to the Plan, may be
added to this SERP at the sole discretion of either the Chairman and
Chief Executive Officer or the President and Chief Operating Officer of
Centex Corporation (the "Company"). In addition, employees (whether
full time or part time) who are ineligible to participate in the Plan,
but to whom the Company desires to extend benefits equivalent to those
available to eligible employees under the Plan, may be added to this
SERP at the sole discretion of either the Chairman and Chief Executive
Officer or the President and Chief Operating Officer of the Company.
FUNDING
This is an unfunded, non-qualified plan. The amounts to be allocated to
each participant for both contributions and earnings will be reflected
only as accrued liabilities on the books and
records of the Company. The participants will thus be unsecured
creditors of the Company. From time to time the Company may, in its
sole and absolute discretion, create and administer separate accounts
for one or more participants which the Company may fund, from time to
time, in amounts which are equivalent to the total account of the
participant.
CONTRIBUTIONS
The annual SERP accrual for the account of each participant will be
calculated using the total compensation which, but for the Limitations
or an employee's ineligibility to participate in the Plan, would be
eligible for a profit sharing contribution under the Plan ("Total
Compensation") less the amount, if any, which has been considered for
the Plan contribution. The difference between Total Compensation and
the amount, if any, considered in the Plan is herein called "Excess
Salary".
The accrual contribution to be allocated to the account of a
participant in the SERP will be the product of his or her Excess Salary
times the percent of salary used by his or her employer in calculating
the Plan contribution. Should the Plan formula be changed in future
years such that the contribution is not calculated exclusively as a
percentage of compensation, then the percentage to be used for the SERP
shall represent the percentage derived by dividing the total profit
sharing contribution for the applicable employer by the sum of all of
Total Compensation for all of that employer's Plan participants.
EARNINGS
Each participant may designate how his or her SERP account balance is
to be invested by the Company and will have a "phantom" account whose
results will match the result of the investments made by the Company.
Each participant may so designate how his or her SERP balance is to be
invested by the Company by selecting among the various investment
options available to him or her as a participant in the Plan. If a
participant does not notify Fidelity, the offeror of such various
investment options, as to which investment options he or she selects,
then such account balance will be invested in the Fidelity Freedom 2000
Fund, which is heavily invested in fixed income securities, or its
successor.
PAYOUT
Upon termination of employment, including retirement from the Company
and all its subsidiaries and affiliates (including Centex Construction
Products, Inc. and its subsidiaries) the Company will become obligated
to pay to an employee the entire vested balance in his or her account
in the SERP. Payout will be made on the same basis as payout to the
employee under the Plan, subject to the following:
1. The Company may, in its sole and absolute discretion, pay out
the entire SERP balance to such participant, regardless of
whether or not such participant has elected
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to maintain his or her balance in the Plan, at any time upon
90 days prior written notice.
2. If the balance of the SERP account at the time of termination
of employment is less than $5,000, then within thirty (30)
days following termination of employment the vested portion of
his or her account balance will be disbursed to such
participant, and thereafter he or she will have no further
interest in the SERP.
3. Following termination of employment for any reason, if the
participant is entitled to and, with the consent of the
Company, does leave his or her SERP account balance in place,
then the account will be credited with earnings at the same
rate as active participants, depending upon the investment
selections made by the participant.
4. Vesting of SERP balances will be identical to vesting of
employer contributions to the Plan. Thus, if a terminated
employee is only 60% vested in the Plan, the vesting in the
SERP balance and accumulated earnings will also be 60%. No
participant will be entitled to borrow or withdraw early any
part of his or her vested balance.
MODIFICATION, SUSPENSION OR TERMINATION OF SERP
The Company may at any time amend, suspend or terminate the SERP.
However, the amount accrued in the account of a participant in the SERP
will not be reduced. If the SERP is suspended or terminated, the amount
accrued in each account but not paid to the participant will continue
to accrue interest at a rate equal to 80% of the prime rate charged
from time to time by Bank of America until payout of such sum to the
participant.
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Dates Referenced Herein and Documents Incorporated by Reference
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