Exhibit 10.1
DEL WEBB CORPORATION
2000 EXECUTIVE MANAGEMENT INCENTIVE PLAN
ARTICLE 1. ESTABLISHMENT, AND PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Del Webb Corporation, a Delaware corporation
(the "Company"), hereby establishes an annual incentive plan to be known as the
"Del Webb Corporation 2000 Executive Management Incentive Plan" (the "Plan").
1.2 PURPOSE OF THE PLAN. The Plan is designed to (i) recognize and reward
on an annual basis select Company executives for their contributions to the
overall success of the Company, and (ii) qualify compensation paid under the
Plan as "performance-based compensation" as that term is defined in Section
162(m) of the Internal Revenue Code of 1986 (the "Code") and the regulations
thereunder.
1.3 DURATION OF THE PLAN. Subject to approval by the Company's
stockholders, the Plan will commence as of July 1, 2000. If the Plan is not
approved by the Company's stockholders, the Plan will not be effective and any
grants made under the Plan prior to that date will be void. The Plan shall
terminate on July 1, 2005. No award may be made under the Plan after the date
the Plan terminates, but awards made prior to that date may extend beyond that
date.
ARTICLE 2. DEFINITIONS AND CONSTRUCTION
2.1 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) "Award" means the agreement of the Company to pay compensation to
a Participant upon the attainment of specified Performance Goals.
(b) "Award Agreement" means the written agreement evidencing the terms
and conditions of an Award.
(c) "Board" or "Board or Directors" means the Board of Directors of
Del Webb Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means the Human Resources Committee of the Board or
the committee appointed by the Board pursuant to Article 3 to administer
the Plan.
(f) "Company" means Del Webb Corporation, a Delaware corporation, or
any successor thereto.
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(g) "Covered Employee" means an Employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.
(h) "Director" means any individual who is a member of the Board of
Directors of the Company.
(i) "Employee" means any full-time, nonunion employee of the Company.
Directors who are not otherwise employed by the Company shall not be
considered Employees under this Plan.
(j) "Participant" means a Covered Employee who is designated by the
Committee to participate in the Plan for a Performance Period pursuant to
Article 4.
(k) "Performance Criteria" means the criteria that the Committee
selects for purposes of establishing the Performance Goal or Performance
Goals for a Participant for a Performance Period. The Performance Criteria
that will be used to establish Performance Goals are limited to the
following: pre- or after-tax net earnings, revenue growth, operating
income, operating cash flow, return on net assets, return on shareholders'
equity, return on assets, return on capital, Share price growth,
shareholder returns, gross or net profit margin, earnings per Share, price
per Share, and market share, any of which may be measured either in
absolute terms, or as compared to any incremental increase, or as compared
to results of a peer group. The Committee shall, within the time prescribed
by Section 162(m) of the Code, define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period for such Participant.
(l) "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based
upon the Performance Criteria. Depending on the Performance Criteria used
to establish such Goal, the Goal may be expressed in terms of overall
Company performance or the performance of an operating unit or community.
The Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants, (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development; and (ii) in recognition of, or in anticipation of,
any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation
of, changes in applicable laws, regulations, accounting principles, or
business conditions.
(m) "Performance Period" means the one or more periods of time, which
may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured
for the purpose of determining a Participant's right to, and the payment
of, compensation under the Plan.
(n) "Shares" means the shares of common stock of the Company.
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2.2 SEVERABILITY. In the event that a court of competent jurisdiction
determines that any portion of this Plan is in violation of any statute, common
law, or public policy, then only the portions of this Plan that violate such
statute, common law, or public policy shall be stricken. All portions of this
Plan that do not violate any statute or public policy shall continue in full
force and effect. Further, any court order striking any portion of this Plan
shall modify the stricken terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Plan.
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Human Resources
Committee of the Board, or by any other Committee appointed by the Board
consisting of not less than two Directors who are not Employees. The members of
the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors.
3.2 AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the Human
Resources Committee of the Board, or by any other Committee appointed by the
Board consisting solely of two or more Directors who qualify as "outside
directors" under Section 162(m) of the Code and the regulations issued
thereunder. Without limiting the generality of the preceding sentence, the
Committee shall have the exclusive right to interpret the Plan, to determine
eligibility for participation in the Plan, to decide all questions concerning
eligibility for and the amount of Awards payable under the Plan, to establish
and administer the Performance Goals and certify whether, and to what extent,
they are attained, to construe any ambiguous provisions of the Plan, to correct
any default, to supply any omission, to reconcile any inconsistency, to issue
administrative guidelines as an aide to the administration of the Plan, to make
regulations for carrying out the Plan, and to decide any and all questions
arising in the administration, interpretation, and application of the Plan.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its stockholders, Employees, Participants,
and their estates and beneficiaries.
3.4 SECTION 162(m) COMPLIANCE. This Plan shall be administered to comply
with Section 162(m) of the Code and, if any provisions of the Plan cause any
Award to not qualify as performance-based compensation under Section 162(m) of
the Code, that provision shall be stricken from this Plan, but the other
provisions of this Plan shall remain in effect. Any action striking any portion
of this Plan shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Plan.
Furthermore, if any portion of the Plan or any Award Agreement conflicts with
Section 162(m) or the regulations issued thereunder, the provisions of Section
162(m) and such regulations shall control.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
4.1 ELIGIBILITY. Participation is limited in any fiscal year to Employees
who the Committee concludes will be Covered Employees for such year.
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4.2 ACTUAL PARTICIPATION. From among the Covered Employees eligible to
participate each year, the Committee may select those to receive Awards in any
one or more Performance Periods under the Plan.
ARTICLE 5. FORM OF AWARDS.
Awards shall be paid in cash. The Committee may, in its sole discretion,
subject any Award to such terms, conditions, restrictions, or limitations
(including but not limited to restrictions on transferability, vesting,
termination of employment for cause or otherwise, or change of control) that the
Committee deems to be appropriate, provided that such terms are not inconsistent
with the terms of the Plan or Section 162(m) of the Code. All Awards will be
evidenced by an Award Agreement.
ARTICLE 6. DETERMINATION AND LIMITATION OF AWARDS.
6.1 DETERMINATION OF AWARDS. Within the time prescribed by Section 162(m)
of the Code for each Performance Period, the Committee shall, in its sole
discretion, determine and establish:
(a) the Performance Goals applicable to the Performance Period for
each Participant;
(b) the total dollar amount payable to each Participant under the
Award based upon attaining the Performance Goals; and
(c) such other terms and conditions of such Award as the Committee
determines to be appropriate under the circumstances.
Such determinations shall be reflected in the minutes of a Committee meeting, or
in a written action adopted without the necessity of a meeting, and also shall
be documented in the Award Agreement.
6.2 LIMITATIONS OF AWARDS. If only one Performance Goal is established for
a Performance Period, the Performance Goal for such Performance Period must be
achieved in order for a Participant to receive payment for an Award for such
Performance Period. If more than one Performance Goal is established for a
Performance Period, one or more of the Performance Goals for such Performance
Period must be achieved in order for a Participant to receive payment for an
Award for such Performance Period, all as set forth in accordance with the terms
of the Award Agreement. Furthermore, the Committee is authorized at any time
during or after a Performance Period to reduce or eliminate (but not to
increase) the amount of an Award payable to any Covered Employee for a
Performance Period for any reason.
6.3 MAXIMUM AWARDS. Notwithstanding any provision in the Plan to the
contrary, the maximum Award payable to any Covered Employee under the Plan for a
Performance Period shall be $3,000,000.00.
6.4 EMPLOYMENT CONTINUATION. Unless otherwise determined by the Committee,
provided in the Award Agreement, or required by applicable law, no payment
pursuant to this Plan shall be made to a Participant unless the Participant is
employed by the Company on the last day of the Performance Period.
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6.5 DEFERRALS OF PAYMENTS. In the exercise of its discretion, the Committee
may allow a Participant to elect to defer the receipt of all or any portion of
an Award. Such deferral shall be made pursuant to the terms and conditions set
forth in the Del Webb Corporation Deferred Compensation Plan.
ARTICLE 7. RIGHTS OF EMPLOYEES
7.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.
7.2 PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION
The Committee may suspend or terminate the Plan at any time with or without
prior notice. In addition, the Committee may from time to time and with or
without prior notice, amend or modify the Plan in any manner, but may not
without shareholder approval adopt any amendment that would require the vote of
shareholders of the Company pursuant to Section 162(m) of the Code.
ARTICLE 9. WITHHOLDING
The Company shall have the power and the right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
Federal, state, and local taxes (including the Participant's FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.
ARTICLE 10. SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 11. REQUIREMENTS OF LAW
11.1 REQUIREMENTS OF LAW. The granting of Awards under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies as may be required.
11.2 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
governed by the laws of the State of Delaware.
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