DEL WEBB CORPORATION
1995 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 1995 Executive Management Incentive 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
1.3 Duration of the Plan. Subject to approval by the Company's
stockholders, the Plan will commence as of July 1, 1995. 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. 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
(b) "Award Agreement" means the written agreement evidencing
the terms and conditions of an Award.
(c) "Board" or "Board of 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.
(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
(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
(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
(n) "Shares" means the shares of common stock of Del Webb
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 (2) 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 Committee shall have all the
authority that is necessary or helpful to enable it to discharge its
responsibilities under the Plan. 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.
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 $2,000,000.00.
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
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
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.