U.S. HOME CORPORATION
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
U.S. HOME CORPORATION
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
Table of Contents
ARTICLE I PURPOSE 1
ARTICLE II DEFINITIONS 1
ARTICLE III EFFECTIVE DATE 4
ARTICLE IV RETIREMENT BENEFITS 4
ARTICLE V PAYMENT OF BENEFITS UPON DEATH,
DISABILITY OR CHANGE IN CONTROL 5
ARTICLE VI PLAN BENEFITS UNFUNDED 7
ARTICLE VII PLAN ADMINISTRATION 8
ARTICLE VIII AMENDMENT AND TERMINATION 8
ARTICLE IX MISCELLANEOUS PROVISIONS 8
The purpose of the Plan is to provide retirement benefits
to Directors of the Company who meet the eligibility
requirements of the Plan.
2.1 "Base Retainer" means the regular annual active
service retainer for service as a member of the Board
of Directors in effect on the date of retirement, exclusive
of any other fees for serving on committees of the Board of
Directors, attending meetings of the Board of Directors or
committees thereof or otherwise paid for services rendered
to the Company by the Director during the period in question.
2.2 "Board of Directors" means the Board of Directors of
2.3 "Change of Control" means any of the following:
(i) the sale, lease, conveyance or other disposition of
all or substantially all of the Company's assets as an entirety
or substantially as an entirety to any person (including any
individual or entity) or group of persons (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") in one or a series of
transactions; provided that a transaction where the holders of
all classes of common equity of the Company immediately prior
to such transaction own, directly or indirectly, 50% or more of
the aggregate voting power of all classes of common equity of
such person or group immediately after such transaction will
not be a Change of Control, (ii) the acquisition by the Company
and/or any of its subsidiaries of 50% or more of the aggregate
voting power of all classes of common equity of the Company in
one transaction or a series of related transactions, (iii) the
liquidation or dissolution of the Company; provided that a
liquidation or dissolution of the Company which is part of a
transaction or series of related transactions that does not
constitute a Change of Control under the "provided" clause of
clause (i) above will not constitute a Change of Control
hereunder or (iv) any transaction or a series of related
transactions (as a result of a tender offer, merger,
consolidation or otherwise) that results in, or that is in
connection with, (a) any person, including, a "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) acquiring
"beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% or more of the
aggregate voting power of all classes of common equity of
the Company or of any person that possesses "beneficial
ownership" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% or more of the aggregate voting
power of all classes of common equity of the Company or (b)
less than 50% (measured by the aggregate voting power of all
classes) of the common equity of the Company being registered
under Section 12(b) or 12(g) of the Exchange Act.
2.4 "Company" means U.S. Home Corporation, a Delaware
2.5 "Director" means a member of the Board of Directors.
2.6 "Early Retirement" means retirement from the Board of
Directors prior to age 65.
2.7 "Eligible Director" means a Director with at least
five years of Service and who is not an Employee of the
Company, whether or not such Director is a Director upon
2.8 "Employee" means a person employed by the Company or
its subsidiaries in any capacity other than as a Director.
2.9 "Nominating Committee" means the Nominating Committee
of the Board of Directors.
2.10 "Normal Retirement" means retirement from the Board
of Directors at or after age 65.
2.11 "Plan" means this Retirement Plan for Non-Employee
2.12 "Present Value" shall be determined by the Nominating
Committee (whose determination shall be conclusive) using the
discount rate of interest established by the Pension Benefit
Guaranty Corporation as in effect on the date of determination.
2.13 "Service" means that period of service, counted in
full calendar years (which need not be consecutive), a Director
has been a member of the Board of Directors since January 1,
1985. Partial years of service shall be disregarded.
This Plan shall be effective as of October 13, 1994.
4.1 Normal Retirement Benefit. An Eligible Director's
annual "Normal Retirement Benefit" under this Plan shall equal
100% of such Eligible Director's Base Retainer payable in equal
monthly installments and continuing for the number of full
months of service as a non-Employee Director from January 1,
1985 to the month prior to retirement (whether or not after age
65), less - in the case of directors who received accrued
retirement benefits in a lump sum payment upon termination as
of December 31, 1988 of the Non-Employee Directors' Retirement
Plan in effect as of January 1, 1985 - the number of months
since January 1, 1985 required to amortize such lump sum
payment at the actual rate per month of the Base Retainer in
effect from time to time since January 1, 1985.
4.2 Early Retirement Benefit. An Eligible Director who
elects Early Retirement may elect to receive an Early Retirement
benefit commencing at age 55 in an amount equal to his Normal
Retirement Benefit minus 5% for each year prior to age 65 that
the Director elects early retirement, but not more than a 50%
reduction in Normal Retirement Benefits.
4.3 Optional Lump Sum Payment. An Eligible Director may
elect to receive a lump sum payment, in lieu of his Normal
Retirement Benefit on Early Retirement benefit, payable at the
time when his benefit payments would otherwise commence, in an
amount equal to the Present Value of the benefit payments to
4.4 Payments Rounded to Next Higher Dollar. Each monthly
payment which is computed in accordance with this Plan will, if
not in whole dollars, be increased to the next higher whole
4.5 Adjustment of Benefits for Increases in the Cost of
Living. Upon commencement of periodic benefit payments
hereunder, such payments shall be adjusted on January 1 of each
year for increases in the cost of living in the preceding year,
as measured by the Consumer Price Index - U.S. City Average, as
published by the Bureau of Labor Statistics of the United
States Department of Labor.
4.6 Commencement of Payments. Normal Retirement Benefit
payments hereunder shall commence in the month following the
Eligible Director's retirement or 65th birthday, whichever is
later. Early Retirement benefit payments hereunder shall
commence in the month following the Eligible Director's Early
Retirement or 55th birthday, whichever is later.
PAYMENT OF BENEFITS UPON DEATH,
DISABILITY OR CHANGE IN CONTROL
5.1 Survivor Benefits After Payments Begin Under This
Plan. If a Director dies while receiving periodic retirement
benefits hereunder, the Company shall pay to the Director's
named beneficiary or the Director's estate a lump sum payment
equal to the Present Value of the remaining benefit payments
which the Director would have received had he lived.
5.2 Survivor Benefits Before Payments Begin Under This
Plan. If an Eligible Director (without regard to the length of
service requirement) dies before payments commence under this
Plan while still a Director or, if an Eligible Director dies
after he has ceased to be a Director but before benefit
payments commence, the Company shall pay to the Director's
named beneficiary or the Director's estate an amount equal to
the Present Value of the benefit payment which the Director
would otherwise have received, calculated as if such Director
had retired the month preceding his death.
5.3 Disability. If an Eligible Director (while still a
Director, but without regard to the length of service
requirement) becomes permanently and total disabled (within
the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended) and resigns from the Board of Directors
prior to commencement of benefit payments hereunder, payment
of the Normal Retirement Benefit (calculated as if such
Director had retired the month preceding his disability) in
equal monthly installments shall commence the month following
such disability and resignation. In lieu thereof, such
Director may elect to receive a lump sum payment equal to the
Present Value of the Normal Retirement Benefit to be received.
5.4 Payment of Benefits Upon Change in Control. If a
Change of Control occurs, not later than the 90th day
after such Change of Control, each (i) Director who is not an
Employee shall receive a lump sum payment equal to the Present
Value of such Director's Normal Retirement Benefit, calculated
as if such Director had retired the month preceding such Change
of Control, and (ii) non-Employee Director who has retired or
has become disabled and is receiving retirement benefit
payments hereunder shall receive a lump sum payment equal to
the Present Value of the remaining benefit payments as of the
month preceding such Change of Control.
PLAN BENEFITS UNFUNDED
Benefits under this Plan shall not be funded in advance,
but shall be paid by the Company as and when they become due
as provided herein. No retirement benefit payable hereunder
shall be considered segregated funds and all such amounts
shall at all times prior to the payment of same be the property
of the Company and available to satisfy the claims of the
general creditors of the Company. Directors' interests in
benefits under this Plan shall only be those of unsecured
creditors of the Company.
The general administration of this Plan and the responsibility
for carrying out the provisions hereof shall be vested in the
Nominating Committee. The Nominating Committee may adopt such
rules and regulations as it may deem necessary for the proper
administration of this Plan, and its decision in all matters
shall be final, conclusive and binding. No Director and no
employee of the Company shall be liable for any action or
omission hereunder, except in circumstances involving such
Director's or employee's bad faith or willful misconduct.
AMENDMENT AND TERMINATION
The Board of Directors reserves in its sole and exclusive
discretion the right at any time and from time to time to amend
this Plan in any respect or terminate this Plan without
restriction and without the consent of any Director, provided,
however, that no amendment or termination of this Plan shall
impair the right of any Director to receive benefits accrued
hereunder prior to such amendment or termination.
9.1 This Plan does not in any way obligate the Company
to continue to nominate or retain a Director on the Board of
Directors, nor does this Plan limit the right of the Company
to terminate a Director's service on the Board of Directors.
Termination of a Director's service on the Board of Directors
for any reason, whether by action of the Company, its
stockholders or the Director, shall immediately terminate any
further obligation of the Company, except as set forth herein.
9.2 Non-Alienation of Benefits. No retirement benefit
payable hereunder may be assigned, pledged, mortgaged or
hypothecated and, to the extent permitted by law, no such
retirement benefit shall be subject to legal process or
attachment for the payment of any claims against any person
entitled to receive the same.
9.3 Payment to Incompetents. If a Director entitled to
receive any retirement benefits hereunder is deemed by the
Nominating Committee or is adjudged by a court of competent
jurisdiction to be legally incapable of giving valid receipt
and discharge for such retirement benefit, such payments shall
be paid to such person or persons as the Nominating Committee
shall designate or to the duly appointed guardian of such
Director. Such payments shall, to the extent made, be deemed
a complete discharge for such payments under this Plan.
9.4 Loss of Benefits. At the sole discretion of the
Nominating Committee, and after written notice to the Director,
rights to receive any retirement benefit under this Plan may be
forfeited, suspended, reduced or terminated in cases of gross
misconduct by the Director, or of any conduct, activity or
competitive occupation which is reasonably deemed to be
prejudicial to the interests of the Company or a subsidiary
of the Company, including but not limited to the utilization
or disclosure of confidential information for gain or otherwise.
9.5 Noncompetition. A Director shall forfeit any and
all retirement benefits pursuant to this Plan if such Director,
directly or indirectly, owns, manages, operates, joins or
controls, or participates in the ownership, management,
operation or control of, or becomes a director or an employee
of, or a consultant to, any person or entity which competes
with the Company; provided, however, that the provisions of
this Section 9.5 shall not apply to investments by the Director
in stock traded on a national securities exchange or on the
national over-the-counter market which shall have an aggregate
market value of less than 2% of the outstanding shares of such
9.6 Withholding. Payments made by the Company under
this Plan to any Director shall be subject to withholding as
shall, at the time for such payment, be required under any
income tax or other law.
9.7 Expenses. All expenses and costs in connection with
the operation of this Plan and the expenses and costs of any
Director in enforcing his rights hereunder shall be borne by
9.8 Governing Law. The provisions of this Plan will be
construed according to the laws of the State of Delaware.
9.9 Gender and Number. The masculine pronoun wherever
used herein shall include the feminine gender and the feminine
the masculine, and the singular number as used herein shall
include the plural and the plural the singular, unless the
context clearly indicates a different meaning.
9.10 Titles and Headings. The titles to articles and
headings of sections of this Plan are for convenience of
reference only, and in case of any conflict, the text of the
Plan, rather than such titles and headings, shall control.
Adopted by the Board of Directors on October 13, 1994.