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PulteGroup, Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.R’

On:  Monday, 2/5/24, at 4:52pm ET   ·   For:  12/31/23   ·   Accession #:  822416-24-10   ·   File #:  1-09804

Previous ‘10-K’:  ‘10-K’ on 2/6/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   24 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/05/24  PulteGroup, Inc.                  10-K       12/31/23   93:10M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10-K - 2023                                         HTML   1.83M 
 2: EX-10.F     EX-10.F - 2021 Rsu Award Agreement                  HTML     62K 
 3: EX-10.G     EX-10.G - 2022 Rsu Award Agreement                  HTML     59K 
 4: EX-10.H     EX-10.H - 2023 Rsu Award Agreement                  HTML     63K 
 5: EX-10.I     EX-10.I - 2024 Rsu Award Agreement                  HTML     63K 
 6: EX-10.J     EX-10.J - 2021 and 2022 Lti Award Agreement         HTML     89K 
 7: EX-10.K     EX-10.K - 2023 Lti Award Agreement                  HTML     82K 
 8: EX-10.L     EX-10.L - 2024 Lti Award Agreement                  HTML     88K 
 9: EX-10.P     EX-10.P - 2024 Amended Severance Policy             HTML     65K 
10: EX-10.Q     EX-10.Q - 2021 Amended Retirement Policy            HTML     38K 
11: EX-10.R     EX-10.R - 2024 Amended Retirement Policy            HTML     38K 
12: EX-10.S     EX-10.S - 2024 Indemnification Agreement            HTML     97K 
13: EX-21       EX-21 - Subsidiary Listing                          HTML     36K 
14: EX-22       EX-22 - List of Guarantor Subsidiaries              HTML     36K 
15: EX-23       EX-23 - Consent                                     HTML     25K 
16: EX-24       EX-24 - Power of Attorney                           HTML     30K 
20: EX-97       EX-97 - Clawback Policy                             HTML     37K 
17: EX-31.A     EX-31.A - CEO Certification                         HTML     29K 
18: EX-31.B     EX-31.B - CFO Certification                         HTML     29K 
19: EX-32       EX-32 - Certification                               HTML     27K 
26: R1          Cover Page Document                                 HTML     97K 
27: R2          Audit Information                                   HTML     30K 
28: R3          Consolidated Balance Sheets                         HTML    111K 
29: R4          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
30: R5          Consolidated Statements Of Operations               HTML    101K 
31: R6          Consolidated Statements of Comprehensive Income     HTML     50K 
32: R7          Consolidated Statements Of Shareholders' Equity     HTML     94K 
33: R8          Consolidated Statements Of Cash Flows               HTML    129K 
34: R9          Summary of Significant Accounting Policies          HTML    258K 
35: R10         Inventory And Land Held For Sale                    HTML     70K 
36: R11         Segment Information                                 HTML    172K 
37: R12         Investments In Unconsolidated Entities              HTML     30K 
38: R13         Debt                                                HTML     53K 
39: R14         Shareholders' Equity                                HTML     33K 
40: R15         Stock Compensation Plans                            HTML     57K 
41: R16         Income Taxes                                        HTML     90K 
42: R17         Fair Value Disclosures                              HTML     54K 
43: R18         Other Assets and Accrued and Other Liabilities      HTML     61K 
44: R19         Commitments And Contingencies                       HTML     75K 
45: R20         Summary of Significant Accounting Policies          HTML    141K 
                (Policy)                                                         
46: R21         Summary of Significant Accounting Policies          HTML    216K 
                (Tables)                                                         
47: R22         Inventory And Land Held For Sale (Tables)           HTML     58K 
48: R23         Segment Information (Tables)                        HTML    168K 
49: R24         Debt (Tables)                                       HTML     45K 
50: R25         Stock Compensation Plans (Tables)                   HTML     56K 
51: R26         Income Taxes (Tables)                               HTML     91K 
52: R27         Fair Value Disclosures (Tables)                     HTML     47K 
53: R28         Other Assets and Accrued and Other Liabilities      HTML     61K 
                (Tables)                                                         
54: R29         Commitments And Contingencies (Tables)              HTML     60K 
55: R30         Summary of Significant Accounting Policies          HTML    146K 
                (Narrative) (Details)                                            
56: R31         Summary of Significant Accounting Policies (Other   HTML     43K 
                Expense, Net) (Details)                                          
57: R32         Summary of Significant Accounting Policies Summary  HTML     55K 
                of Significant Accounting Policies (Earnings Per                 
                Share) (Details)                                                 
58: R33         Summary of Significant Accounting Policies          HTML     34K 
                (Schedule Of The Company's Interests In Land                     
                Option Agreements) (Details)                                     
59: R34         Summary of Significant Accounting Policies (Fair    HTML     37K 
                Value Of the Company's Derivative Instruments)                   
                (Details)                                                        
60: R35         Inventory And Land Held For Sale (Major Components  HTML     36K 
                Of Inventory) (Details)                                          
61: R36         Inventory And Land Held For Sale (Information       HTML     32K 
                Related To Interest Capitalized Into Homebuilding                
                Inventory) (Details)                                             
62: R37         Inventory And Land Held For Sale Inventory and      HTML     33K 
                Land Held for Sale (Land-related Charges)                        
                (Details)                                                        
63: R38         Segment Information Narrative (Details)             HTML     42K 
64: R39         Segment Information (Operating Data By Segment)     HTML     79K 
                (Details)                                                        
65: R40         Segment Information (Land-Related Charges By        HTML     44K 
                Segment) (Details)                                               
66: R41         Segment Information (Depreciation and               HTML     49K 
                Amortization) (Details)                                          
67: R42         Segment Information (Total Assets And Inventory By  HTML     84K 
                Reportable Segment) (Details)                                    
68: R43         Investments In Unconsolidated Entities (Narrative)  HTML     44K 
                (Details)                                                        
69: R44         Debt (Summary Of Company's Senior Notes) (Details)  HTML     66K 
70: R45         Debt (Narrative) (Details)                          HTML     91K 
71: R46         Shareholders' Equity (Narrative) (Details)          HTML     50K 
72: R47         Stock Compensation Plans Narrative (Details)        HTML     58K 
73: R48         Stock Compensation Plans (Expense by plan type)     HTML     40K 
                (Details)                                                        
74: R49         Stock Compensation Plans (Restricted Stock, RSUs    HTML     49K 
                and Performance Shares Activity Rollforward)                     
                (Details)                                                        
75: R50         Income Taxes Components of current and deferred     HTML     48K 
                income tax expense (Benefit) (Details)                           
76: R51         Income Taxes Reconciliation of statutory federal    HTML     41K 
                income tax rate to effective income tax rate                     
                (Details)                                                        
77: R52         Income Taxes (Narrative) (Details)                  HTML     43K 
78: R53         Income Taxes Net deferred tax asset (Liability)     HTML     56K 
                (Details)                                                        
79: R54         Income Taxes Reconciliation of the change in        HTML     37K 
                unrecognized tax benefits (Details)                              
80: R55         Fair Value Disclosures Fair Value Disclosures       HTML     58K 
                (Details)                                                        
81: R56         Fair Value Disclosures Fair Value Disclosures       HTML     31K 
                (Narrative) (Details) (Details)                                  
82: R57         Other Assets and Accrued and Other Liabilities      HTML     50K 
                (Other Assets) (Details)                                         
83: R58         Other Assets and Accrued and Other Liabilities      HTML     57K 
                (Other Liabilities) (Details)                                    
84: R59         Commitments And Contingencies (Narrative)           HTML     55K 
                (Details)                                                        
85: R60         Commitments And Contingencies (Changes To           HTML     28K 
                Anticipated Loan Losses) (Details)                               
86: R61         Commitments And Contingencies (Changes To Warranty  HTML     35K 
                Liability) (Details)                                             
87: R62         Commitments And Contingencies (Changes in           HTML     37K 
                Self-insurance Liability) (Details)                              
88: R63         Commitments and Contingencies Commitments And       HTML     51K 
                Contingencies (Future minimum operating lease                    
                payments) (Details)                                              
90: XML         IDEA XML File -- Filing Summary                      XML    147K 
93: XML         XBRL Instance -- phm-20231231_htm                    XML   1.97M 
89: EXCEL       IDEA Workbook of Financial Report Info              XLSX    165K 
22: EX-101.CAL  XBRL Calculations -- phm-20231231_cal                XML    216K 
23: EX-101.DEF  XBRL Definitions -- phm-20231231_def                 XML    679K 
24: EX-101.LAB  XBRL Labels -- phm-20231231_lab                      XML   1.64M 
25: EX-101.PRE  XBRL Presentations -- phm-20231231_pre               XML   1.09M 
21: EX-101.SCH  XBRL Schema -- phm-20231231                          XSD    152K 
91: JSON        XBRL Instance as JSON Data -- MetaLinks              515±   784K 
92: ZIP         XBRL Zipped Folder -- 0000822416-24-000010-xbrl      Zip    917K 


‘EX-10.R’   —   EX-10.R – 2024 Amended Retirement Policy


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  Document  

PULTEGROUP, INC. AMENDED RETIREMENT POLICY
(Effective January 31, 2024)

This PulteGroup, Inc. Amended Retirement Policy, as set forth herein (the “Policy”), sets forth administrative guidelines to be used by the Compensation and Management Development Committee of the Board of Directors (the “Compensation Committee”) of PulteGroup, Inc., a Michigan corporation (“PulteGroup”), with respect to the treatment of outstanding equity-based1 awards and long-term incentive awards for employees of PulteGroup and its subsidiaries
(collectively, the “Company”) whose employment terminates pursuant to a Qualifying Retirement (as described herein).

1.Qualifying Retirement. For purposes of administering this Policy, a Qualifying Retirement means a termination of employment by the employee (i) on or after the attainment of age 60 and the completion of five consecutive years of service or (ii) on or after the attainment of age 55 and the completion of ten consecutive years of service; provided that, the employee delivers his or her notice of retirement to the Company at least six months prior to the anticipated retirement date. This notice of retirement provision timing may be reduced to a time period shorter than six months at the discretion of PulteGroup’s Chief Executive Officer. The Compensation Committee will have the sole authority to reduce the time period in the event of a Qualifying Retirement of the PulteGroup Chief Executive Officer.

2.Treatment of Equity and Long-Term Incentive Awards Upon a Qualifying Retirement.

If an employee experiences a Qualifying Retirement and timely executes and does not revoke a Release, Non-Competition, Non-Solicitation and Confidentiality Agreement (“Release”), in a form satisfactory to the Company which shall include a two-year non-competition and non- solicitation period, the vesting and exercise period with respect to the employee’s outstanding awards under PulteGroup’s stock incentive plans and long-term incentive programs may be
treated as follows (and, with respect to time-based restricted stock units (“RSUs”), to the extent set forth in the applicable award agreement):

(a)Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.

(b)Time-Based Restricted Shares and Time-Based RSUs. The shares of PulteGroup common stock subject to an employee’s outstanding time-based restricted share and RSU awards that were not vested immediately prior to the employee’s Qualifying
Retirement shall continue to vest in accordance with the original vesting schedule set forth in the underlying award agreements, assuming that the employee had remained employed with the Company through each vesting date upon the employee’s Qualifying Retirement (subject to the Release becoming irrevocable).

1 This Policy applies to all outstanding equity-based awards granted in 2024 or later; the Company will treat equity-based awards granted prior to 2024 pursuant to the PulteGroup, Inc. Amended Retirement Policy Effective May 12, 2021.




(c)Long-Term Incentive Plan Awards (Cash and Equity-Based Performance Awards). If an employee experiences a Qualifying Retirement after December 31st of the year of grant, then subject to the Compensation Committee’s certification that the performance goals for such performance period have been achieved, the employee shall be entitled to any outstanding long-term incentive plan awards at the end of the applicable performance period(s) based on the actual performance during the performance period. For the avoidance of doubt, if the employee experiences a Qualifying Retirement on or before December 31st of the year in which the long-term incentive plan award was granted, then the employee shall not be eligible for the retirement vesting set forth in this section for such award and such award will be forfeited in its entirety. Notwithstanding anything herein to the contrary, the award shall be paid in accordance with the terms of the applicable award agreement, subject to any delay required by Section 409A of the Code.

(d)Cancellation of Awards. Notwithstanding the preceding, this Section 2 shall not limit the right of the Company to cancel any awards in connection with a corporate
transaction pursuant to the terms of PulteGroup’s stock incentive plans.

3.Other Benefits. If an employee experiences a Qualifying Retirement and timely executes and does not revoke a Release, in a form satisfactory to the Company which shall include a two-year non-competition and non-solicitation period, the employee is also eligible for the employee’s annual bonus, based on actual performance of the Company and prorated based on number of days employee was employed in the year of employee’s Qualifying Retirement. Payment under this section, if any, will be made as soon as is practical after the end of the year and no later than March 15 of the year following employee’s Qualifying Retirement.

4.Amendment or Termination of the Policy.

PulteGroup reserves the right to amend or terminate this Policy at any time in its sole discretion.

5.No Right to Employment or Benefits Described in this Policy.

Neither the adoption of this Policy, nor any amendment hereof, nor the creation of any fund, trust or account, nor the payment of any benefits, shall be construed as giving any employee the right to be retained in the service of the Company, and all employees shall remain subject to discharge to the same extent as if this Policy had not been adopted.

This Policy is adopted to set forth certain administrative guidelines with respect to the treatment of equity awards following a Qualifying Retirement and, notwithstanding anything in this Policy to the contrary, the decision to apply this Policy to any particular award shall be determined by the Compensation Committee on a case-by-case basis and nothing in this Policy shall entitle any employee of the Company to receive any of the benefits described herein, except to the extent such benefits are set forth in the underlying award agreement.

6.Compliance With Section 409A of the Code.
This Policy and the awards subject to this Policy are intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed accordingly. To the extent an award agreement provides for the award to become vested and be settled upon the employee’s termination of employment, the applicable shares shall be transferred to the
employee or his or her beneficiary upon the employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Policy or an





award agreement, to the extent any payments under an award agreement constitute nonqualified deferred compensation (within the meaning of Section 409A of the Code), then (A) each such payment which is conditioned upon the employee’s execution of the Release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years, (B) if the employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of the employee’s separation from service, each such payment that is payable upon the
employee’s separation from service and would have been paid prior to the six-month
anniversary of the employee’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following the employee’s separation from service or (ii) the date of the employee’s death and (C) if the employee satisfies the age and service requirements for a Qualifying Retirement, then any shares that vest upon any other termination of employment under the award agreement (except for death) shall be settled pursuant to the same vesting terms that apply to a termination by reason of a Qualifying Retirement; provided, however, if a termination of employment occurs within two years following a Change in Control and the Change in Control is a “change in control event” within the meaning of Section 409A of the Code, then any shares deliverable pursuant to such termination shall be delivered in accordance with the applicable sections of the award agreement that provide for such terminations to the extent permitted by Section 409A of the Code and subject to clauses (A) and (B) of this sentence.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/5/24
1/31/244
For Period end:12/31/23
5/12/214,  8-K,  DEF 14A
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/23/24  PulteGroup, Inc.                  10-Q        3/31/24   59:5.9M


23 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/17/23  PulteGroup, Inc.                  8-K:1,2,9   8/16/23   12:60M
 5/05/23  PulteGroup, Inc.                  8-K:5       5/03/23   13:1M
 2/06/23  PulteGroup, Inc.                  10-K       12/31/22   82:10M
 7/29/22  PulteGroup, Inc.                  8-K:1,2,9   7/28/22   12:54M
 6/16/22  PulteGroup, Inc.                  8-K:1,2,9   6/14/22   12:58M
 3/22/22  PulteGroup, Inc.                  DEF 14A     5/04/22    1:6.2M                                   Donnelley … Solutions/FA
 3/11/22  PulteGroup, Inc.                  8-K:1,3,9   3/10/22   12:247K
 2/07/22  PulteGroup, Inc.                  10-K       12/31/21   83:9.9M
 2/02/21  PulteGroup, Inc.                  10-K       12/31/20   91:11M
 5/11/20  PulteGroup, Inc.                  8-K:1,3,5,9 5/06/20   16:1.1M
 3/07/19  PulteGroup, Inc.                  8-K:1,3,9   3/07/19    2:31K                                    Donnelley … Solutions/FA
 2/08/19  PulteGroup, Inc.                  8-K:5,9     2/06/19    2:65K
 4/25/17  PulteGroup, Inc.                  10-Q        3/31/17   60:8.4M
 3/10/16  PulteGroup, Inc.                  8-K:1,3,9   3/10/16    2:44K
 5/13/13  PulteGroup, Inc.                  8-K:5,9     5/08/13    3:231K
 3/15/13  PulteGroup, Inc.                  8-K:1,3,9   3/14/13    2:62K
 2/12/13  PulteGroup, Inc.                  8-K:5,9     2/06/13    3:114K
11/05/10  PulteGroup, Inc.                  10-Q        9/30/10   34:6.6M                                   Donnelley … Solutions/FA
 5/06/10  PulteGroup, Inc.                  10-Q        3/31/10    7:1.1M                                   Donnelley … Solutions/FA
 3/23/10  PulteGroup, Inc.                  8-A12B/A               2:334K                                   Donnelley … Solutions/FA
 8/18/09  PulteGroup, Inc.                  8-A12B/A               2:51K                                    Donnelley … Solutions/FA
 8/18/09  PulteGroup, Inc.                  8-K:2,5,8,9 8/18/09    3:85K                                    Donnelley … Solutions/FA
 5/05/06  PulteGroup, Inc.                  10-Q        3/31/06    8:577K                                   Bowne - Bde
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