þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
MICHIGAN | 38-2766606 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o |
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22
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Table of Contents
For the Three Months Ended
March 31,
2006
2005
$
2,914,752
$
2,486,294
44,857
30,276
2,967
1,248
2,962,576
2,517,818
2,538,385
2,140,196
27,240
21,518
12,350
24,004
2,577,975
2,185,718
31,635
1,308
14,797
417,544
346,897
154,899
129,350
262,645
217,547
695
$
262,645
$
218,242
$
1.04
$
.85
$
1.04
$
.86
$
1.01
$
.83
$
1.01
$
.83
$
.04
$
.025
253,684
254,868
7,054
7,885
260,738
262,753
Table of Contents
Accumulated
Other
Additional
Comprehensive
Common
Paid-in
Unearned
Income
Retained
Stock
Capital
Compensation
(Loss)
Earnings
Total
$
2,570
$
1,209,148
$
$
(5,496
)
$
4,751,120
$
5,957,342
2
5,284
5,286
7
(7
)
(10,271
)
(10,271
)
(13
)
(6,135
)
(43,552
)
(49,700
)
15,842
15,842
262,645
262,645
759
759
1,421
1,421
264,825
$
2,566
$
1,224,132
$
$
(3,316
)
$
4,959,942
$
6,183,324
$
2,558
$
1,114,739
$
(44
)
$
(14,380
)
$
3,419,401
$
4,522,274
18
33,093
33,111
8
(8
)
44
44
(6,418
)
(6,418
)
(4
)
(1,482
)
(10,078
)
(11,564
)
12,481
12,481
218,242
218,242
(51
)
(51
)
1,748
1,748
219,939
$
2,580
$
1,158,823
$
$
(12,683
)
$
3,621,147
$
4,769,867
Table of Contents
For The Three Months Ended
March 31,
2006
2005
$
262,645
$
218,242
(31,635
)
18,363
13,733
15,842
12,525
18,915
47,557
864
(4,056
)
1,193
700
(1,090,365
)
(709,688
)
516,929
289,003
106,863
3,859
(165,372
)
(46,943
)
(50,776
)
(87,196
)
(396,534
)
(262,264
)
1,725
33,244
(13,507
)
(83,978
)
(65,779
)
(14,962
)
3,000
49,216
8,366
275
2,600
(15,261
)
(20,688
)
(43,331
)
(72,418
)
60,907
654,635
(445,979
)
(278,744
)
1,396
2,328
15,240
(49,700
)
(11,564
)
(10,271
)
(6,418
)
(441,319
)
373,149
(71
)
67
(881,255
)
38,534
1,002,268
308,118
$
121,013
$
346,652
$
27,653
$
23,543
$
185,401
$
170,194
Table of Contents
1.
Basis of presentation and significant accounting policies
Basis of presentation
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
1.
Basis of presentation and significant accounting policies (continued)
Allowance for warranties
Three Months Ended
March 31,
2006
2005
$
112,297
$
83,397
33,578
24,700
(40,483
)
(27,651
)
$
105,392
$
80,446
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
1.
Basis of presentation and significant accounting policies (continued)
Stock-based compensation (continued)
Three Months Ended
March 31, 2005
$
218,242
net of related tax effects ($000s omitted)
5,195
SFAS 123(R) based method for all awards,
net of related tax effects ($000s omitted)
(5,323
)
$
218,114
$
0.86
$
0.86
$
0.83
$
0.83
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Weighted-Average
Weighted-Average
Per Share
Remaining
Aggregate
Shares
Exercise Price
Contractual Term
Intrinsic Value
16,850
$
19
33
39
(163
)
(14
)
(121
)
(28
)
16,599
19
6.9 years
$
321,902
9,779
$
12
5.7 years
$
255,652
Weighted-Average
Per Share
Grant Date
Shares
Fair Value
3,023
$
31.44
759
39.02
(210
)
15.14
(69
)
32.54
3,503
34.04
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
1.
Basis of presentation and significant accounting policies (continued)
New accounting pronouncements
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
2.
Segment information
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
2.
Segment information (continued)
Operating Data by Segment
($000s omitted)
For the Three Months Ended
March 31,
2006
2005
$
2,914,752
$
2,486,294
44,857
30,276
2,959,609
2,516,570
2,247,109
1,877,227
284,749
254,431
21,939
18,717
306,688
273,148
5,301
2,801
6,527
8,538
2,565,625
2,161,714
31,635
1,216
13,471
92
1,326
1,308
14,797
377,583
359,569
49,344
10,084
426,927
369,653
(9,383
)
(22,756
)
$
417,544
$
346,897
(a)
Homebuilding interest expense, which represents the amortization of capitalized
interest, of $41.2 million and $30.5 million for the three months ended March 31, 2006 and
2005, respectively, is included as part of homebuilding cost of sales.
(b)
Other non-operating expenses, net consists of income and expenses related to
Corporate services provided to the Companys subsidiaries.
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
2.
Segment information (continued)
Financial
Homebuilding
Services
Total
$
9,791,302
$
$
9,791,302
12,009,309
588,860
12,598,169
104,847
$
12,703,016
$
8,756,093
$
$
8,756,093
11,757,925
1,052,578
12,810,503
237,671
$
13,048,174
3.
Inventory
March 31,
December 31,
2006
2005
$
3,750,029
3,136,708
5,465,241
4,844,913
576,032
774,472
$
9,791,302
$
8,756,093
4.
Investments in unconsolidated entities
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
5.
Acquisitions and Divestitures
6.
Shareholders equity
March 31,
December 31,
2006
2005
$
(165
)
$
(1,586
)
(3,151
)
(3,910
)
$
(3,316
)
$
(5,496
)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
7.
Supplemental Guarantor information
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
7.
Supplemental Guarantor information (continued)
March 31, 2006
($000s omitted)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
7.
Supplemental Guarantor information (continued)
DECEMBER 31, 2005
($000s omitted)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2006
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
$
$
2,914,752
$
$
$
2,914,752
5,855
39,002
44,857
39
1,990
938
2,967
39
2,922,597
39,940
2,962,576
2,247,109
2,247,109
7,773
285,022
(1,519
)
291,276
759
2,344
24,137
27,240
20,456
(6,815
)
(1,291
)
12,350
39,684
(39,684
)
68,672
2,487,976
21,327
2,577,975
31,635
31,635
972
336
1,308
(68,633
)
435,593
50,584
417,544
(26,525
)
162,063
19,361
154,899
(42,108
)
273,530
31,223
262,645
304,753
28,868
96,838
(430,459
)
304,753
28,868
96,838
(430,459
)
$
262,645
$
302,398
$
128,061
$
(430,459
)
$
262,645
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2005
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
$
$
2,486,294
$
$
$
2,486,294
5,739
24,537
30,276
58
1,057
133
1,248
58
2,493,090
24,670
2,517,818
1,877,227
1,877,227
4,183
257,980
806
262,969
1,297
1,934
18,287
21,518
31,067
(4,916
)
(2,147
)
24,004
42,790
(42,790
)
79,337
2,089,435
16,946
2,185,718
12,652
2,145
14,797
(79,279
)
416,307
9,869
346,897
(29,318
)
154,533
4,135
129,350
(49,961
)
261,774
5,734
217,547
(64
)
759
695
(50,025
)
261,774
6,493
218,242
267,508
3,781
50,682
(321,971
)
759
(759
)
268,267
3,781
50,682
(322,730
)
$
218,242
$
265,555
$
57,175
$
(322,730
)
$
218,242
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2006
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
$
262,645
$
302,398
$
128,061
$
(430,459
)
$
262,645
(304,753
)
(28,868
)
(96,838
)
430,459
(31,635
)
(31,635
)
16,325
2,038
18,363
15,842
15,842
22,247
(3,332
)
18,915
(880
)
1,744
864
355
899
(61
)
1,193
(1,091,120
)
755
(1,090,365
)
516,929
516,929
(5,419
)
163,191
(50,909
)
106,863
(27,157
)
(106,297
)
(31,918
)
(165,372
)
(235,193
)
162,064
22,353
(50,776
)
(271,433
)
(582,288
)
457,187
(396,534
)
1,725
1,725
(13,507
)
(13,507
)
37,000
6,028
(43,028
)
(19,820
)
(68,104
)
22,145
(65,779
)
49,216
49,216
274
1
275
(13,008
)
(2,253
)
(15,261
)
(19,820
)
(55,620
)
52,992
(20,883
)
(43,331
)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2006
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
24,500
36,407
60,907
(445,979
)
(445,979
)
19,807
2,338
(22,145
)
323,000
(173,338
)
(149,662
)
1,396
1,396
2,328
2,328
(49,700
)
(49,700
)
(10,271
)
(43,028
)
43,028
(10,271
)
291,253
(117,124
)
(636,331
)
20,883
(441,319
)
(71
)
(71
)
(755,032
)
(126,223
)
(881,255
)
839,764
162,504
1,002,268
$
$
84,732
$
36,281
$
$
121,013
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2005
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
$
218,242
$
265,555
$
57,175
$
(322,730
)
$
218,242
(268,267
)
(3,781
)
(50,682
)
322,730
11,516
2,217
13,733
12,525
12,525
49,332
(3
)
(1,772
)
47,557
(2,293
)
(1,763
)
(4,056
)
348
120
232
700
(710,665
)
977
(709,688
)
289,003
289,003
(12,198
)
7,058
8,999
3,859
(12,346
)
(25,540
)
(9,057
)
(46,943
)
(247,639
)
154,536
5,907
(87,196
)
(260,003
)
(303,497
)
301,236
(262,264
)
33,029
215
33,244
(83,978
)
(83,978
)
1,362
13,000
(14,362
)
(28,274
)
(535
)
13,312
535
(14,962
)
3,000
3,000
8,366
8,366
2,600
2,600
(17,805
)
(2,883
)
(20,688
)
(26,912
)
(53,689
)
22,010
(13,827
)
(72,418
)
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three months ended March 31, 2005
($000s omitted)
Unconsolidated
Consolidated
Pulte
Guarantor
Non-Guarantor
Eliminating
Pulte
Homes, Inc.
Subsidiaries
Subsidiaries
Entries
Homes, Inc.
648,557
6,078
654,635
(278,744
)
(278,744
)
535
(535
)
(358,900
)
489,226
(130,326
)
15,240
15,240
(11,564
)
(11,564
)
(6,418
)
(1,362
)
(13,000
)
14,362
(6,418
)
286,915
493,942
(421,535
)
13,827
373,149
67
67
136,756
(98,222
)
38,534
185,375
122,743
308,118
$
$
322,131
$
24,521
$
$
346,652
Table of Contents
Three Months Ended
March 31,
2006
2005
$
377,583
$
359,569
49,344
10,084
(9,383
)
(22,756
)
417,544
346,897
154,899
129,350
262,645
217,547
695
$
262,645
$
218,242
$
1.01
$
.83
$
1.01
$
.83
A comparison of pre-tax income for the three months ended March 31, 2006 and 2005 is as follows:
Geographic and product mix shifts, average unit selling price increases and benefits from the ongoing initiatives to simplify processes and leverage construction costs throughout the operations contributed to increases in pre-tax income of our homebuilding business segment. Pre-tax income from homebuilding operations increased 5% for the three months ended March 31, 2006, compared with the same period in the prior year.
Homebuilding settlement revenues increased 17% to $2.9 billion compared with the same period in the prior year. Higher revenues for the first quarter of 2006 were the result of a 7% increase in closings to 8,602 homes, combined with a 9% increase in the average home selling price to $336,000 compared with the first quarter of 2005.
Backlog dollars increased 9% to $7.1 billion (19,940 units) at March 31, 2006 compared with $6.5 billion (19,964 units) at March 31, 2005.
Pre-tax income of our financial services business segment increased $39.3 million for the three months ended March 31, 2006, compared with the prior year period. We recognized a one-time gain of $31.6 million from the sale of our investment in Su Casita, a Mexican mortgage banking company. Additionally, the quarter benefited from a product mix shift to more profitable loans and a more favorable interest rate environment to sell loans, compared with the same quarter in 2005.
The decrease in non-operating expenses for the three months
ended March 31, 2006, compared with the same period in the prior
year, was due primarily to an increase in the amount of interest
capitalized into homebuilding inventory.
Table of Contents
Northeast:
Connecticut, Delaware, Maryland, Massachusetts, New Hampshire, New Jersey,
New York, Pennsylvania, Virginia
Southeast:
Florida, Georgia, North Carolina, South Carolina, Tennessee
Midwest:
Illinois, Indiana, Kansas, Michigan, Missouri, Minnesota, Ohio
Central:
Colorado, New Mexico, Texas
West:
Arizona, California, Nevada
Three Months Ended
March 31,
2006
2005
$
2,888,834
$
2,462,109
716
538
2,504
2,331
804
901
1,430
926
3,148
3,323
8,602
8,019
728
1,028
3,375
3,717
1,320
1,519
1,728
1,620
3,574
4,183
10,725
12,067
$
3,683,000
$
3,833,000
1,605
1,973
6,536
6,691
1,903
1,895
2,515
1,771
7,381
7,634
19,940
19,964
$
7,096,000
$
6,525,000
Table of Contents
Three Months Ended
March 31,
2006
2005
*
13
%
10
%
*
*
16
%
12
%
*
*
14
%
13
%
11
%
*
Represents less than 10%.
Three Months Ended
March 31,
2006
2005
10
%
18
%
13
%
14
%
19
%
20
%
13
%
*
13
%
*
10
%
16
%
21
%
23
%
17
%
16
%
14
%
12
%
*
Represents less than 10%.
Table of Contents
Three Months Ended
March 31,
2006
2005
$
2,888,834
$
2,462,109
25,918
24,185
(2,225,966
)
(1,856,468
)
(21,143
)
(20,759
)
(284,749
)
(254,431
)
1,216
13,471
(6,527
)
(8,538
)
$
377,583
$
359,569
$
336
$
307
(a)
Homebuilding interest expense, which represents the amortization of
capitalized interest, of $41.2 million for the three months ended March 31, 2006 and $30.5
million for the three months ended March 31, 2005, has been included as part of homebuilding
cost of sales.
Table of Contents
Three Months Ended
March 31,
2006
2005
8,091
7,592
$
1,744,200
$
1,489,400
8,060
7,215
$
1,736,500
$
1,427,900
Table of Contents
Three Months Ended
March 31,
2006
2005
$
(1,090
)
$
13,747
10,473
9,009
$
9,383
$
22,756
Three Months Ended
March 31,
2006
2005
$
229,798
$
223,591
56,624
40,664
(41,169
)
(30,544
)
$
245,253
$
233,711
$
56,834
$
55,659
*
Interest incurred includes interest on our senior debt,
short-term borrowings, and other financing arrangements and
excludes interest incurred by our financial services operations.
Table of Contents
Table of Contents
Table of Contents
As of March 31, 2006 for the
years ended December 31,
There-
Fair
2006
2007
2008
2009
2010
after
Total
Value
$
$
$
$
400,000
$
$
2,998,563
$
3,398,563
$
3,346,132
4.88
%
6.58
%
6.38
%
$
4,800
$
5,842
$
2,273
$
3,265
$
933
$
$
17,113
$
17,113
1.80
%
1.89
%
1.79
%
1.00
%
8.75
%
2.06
%
Table of Contents
34
35
(d)
Approximate dollar
(c)
value of shares
Total number of
that may yet be
(a)
(b)
shares purchased
purchased under
Total Number
Average
as part of publicly
the plans or
of shares
price paid
announced plans
programs
purchased
per share
or programs
($000s omitted)
18,510
(2)
$
39.97
$
195,550
(1)
673,700
(2)
$
37.92
632,500
$
195,550
(1)
619,000
$
37.82
619,000
$
172,140
(1)
1,311,210
$
37.90
1,251,500
(1)
Pursuant to the two $100 million stock repurchase programs authorized by our Board of
Directors in October 2002 and 2005 and the $200 million stock repurchase authorization in
February 2006 (for a total stock repurchase authorization of $400 million), the Company has
repurchased a total of 7,372,300 shares for a total of $227.9 million.
(2)
During January and February 2006, 59,710 shares were surrendered by employees for payment of taxes related to
vesting of restricted stock, and were not repurchased as part of our
publicly announced stock repurchase programs.
Table of Contents
Certificate of Amendment to the
Articles of Incorporation of Pulte Homes, Inc. (Dated May 16,
2005)
Pulte Homes, Inc. Long Term Compensation Deferral Plan (As Amended and Restated Effective
January 1, 2004)
Pulte Homes, Inc. Income Deferral Plan (As Amended and Restated Effective January 1, 2004)
Pulte Homes, Inc. Deferred Compensation Plan For Non-Employee Directors (Effective as of
January 1, 2005)
Rule 13a-14(a) Certification by Richard J. Dugas, Jr., President and Chief Executive Officer
Rule 13a-14(a) Certification by Roger A. Cregg, Executive Vice President and Chief Financial Officer
Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities
Exchange Act of 1934
Table of Contents
36
PULTE HOMES, INC
.
/s/ Roger A. Cregg
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and duly
authorized officer)
Date: May 5, 2006
Table of Contents
Exhibit No.
Description
Certificate of Amendment to the
Articles of Incorporation of Pulte Homes, Inc. (Dated May 16, 2005)
Pulte Homes, Inc. Long Term Compensation Deferral Plan (As Amended and Restated Effective
January 1, 2004)
Pulte Homes, Inc. Income Deferral Plan (As Amended and Restated Effective January 1, 2004)
Pulte Homes, Inc. Deferred Compensation Plan For Non-Employee Directors (Effective as of
January 1, 2005)
Rule 13a-14(a) Certification by Richard J. Dugas, Jr., President and Chief Executive Officer
Rule 13a-14(a) Certification by Roger A. Cregg, Executive Vice President and Chief Financial Officer
Certification Pursuant to 18 United States Code § 1350 and Rule 13a-14(b) of the Securities
Exchange Act of 1934
Date Received
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(FOR BUREAU USE ONLY) | |||||||||
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MAY 16 2005
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FILED | |||||||||
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This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
MAY 16 2005
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517-663-2525 Ref # | 51382 | Administrator | ||||||||
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Attn: Cheryl J. Bixby | BUREAU OF COMMERCIAL SERVICES | |||||||||
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MICHIGAN RUNNER SERVICE | ||||||||||
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P. O. Box 266 | ZIP Code | |||||||||
Eaton Rapids, MI 48827 | EFFECTIVE DATE: | |||||||||
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Ç
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Document
will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office. |
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1.
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The present name of the corporation is: | Pulte Homes, Inc. | ||
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2.
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The identification number assigned by the Bureau is: |
271-982
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3. | Article III of the Articles of Incorporation is hereby amended to read as follows: | |||||
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Article III | ||||||
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The total authorized shares: | ||||||
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1. | Common Shares 400,000,000 Par Value Per Share $0.01 | ||||
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Preferred Shares 25,000,000 Par Value Per Share $0.01 | |||||
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Signed this day of , | ||||||
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(Signature)
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(Signature) | |||||
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(Type or Print Name)
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(Type or Print Name) | |||||
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(Signature)
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(Signature) | |||||
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(Type or Print Name)
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(Type or Print Name) |
þ | at a meeting the necessary votes were cast in favor of the amendment. | ||
o | by written consent of the shareholders or members having not Jess than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1 ) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members Is permitted only if such provision appears in the Articles of Incorporation.) | ||
o | by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation. | ||
o | by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation. | ||
o | by the board of a profit corporation pursuant to section 611(2). | ||
Profit Corporations and Professional Service Corporations | Nonprofit Corporations | |||||
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Signed this 12th day of May, 2005 | Signed this _____day of____________,________ | |||||
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By
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/s/ David M. Sherbin | By | ||||
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(Signature of an authorized officer or agent) | (Signature President, Vice-President, Chairperson or Vice-Chairperson) | ||||
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David M. Sherbin, VP, General Counsel & Secretary | |||||
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(Type or Print Name) | (Type or Print Name) |
EXHIBIT 10(a)
PULTE HOMES, INC.
LONG TERM COMPENSATION DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2004)
TABLE OF CONTENTS PREAMBLE 1 ARTICLE I DEFINITIONS...................................................... 2 1.1 Beneficiary.......................................................... 2 1.2 Committee............................................................ 2 1.3 Deferral Account..................................................... 2 1.4 Deferral Date........................................................ 2 1.5 Deferral Period...................................................... 3 1.6 Designated Employee.................................................. 3 1.7 Determination Date................................................... 3 1.8 Disability........................................................... 3 1.9 Discretion........................................................... 3 1.10 Effective Date....................................................... 3 1.11 Election Form........................................................ 3 1.12 Election Period...................................................... 3 1.13 Employee............................................................. 3 1.14 Measurement Period................................................... 3 1.15 Payment Date......................................................... 3 1.16 Payment Period....................................................... 3 1.17 Performance Period................................................... 4 1.18 Performance Compensation Award....................................... 4 1.19 Prior Plan........................................................... 4 1.20 Retirement........................................................... 4 1.21 Target Cash Compensation Award....................................... 4 ARTICLE II ELIGIBILITY..................................................... 4 ARTICLE III DEFERRALS...................................................... 4 ARTICLE IV DEFERRAL ACCOUNT................................................ 5 4.1 Creation and Maintenance of Deferral Account......................... 5 4.2 Earnings............................................................. 5 ARTICLE V PAYMENTS......................................................... 5 5.1 Deferral Periods...................................................... 5 5.2 Payment Period........................................................ 5 (a) Payment Period For Regular Deferral Period..................... 6 (b) Payment Period For Termination Deferral Period................. 6 5.3 Payment Date.......................................................... 6 5.4 Actual Payments....................................................... 6 5.5 Prior Plan Deferrals.................................................. 7 ARTICLE VI MISCELLANEOUS................................................... 7 6.1 No Trust.............................................................. 7 |
6.2 Funding Arrangements.................................................. 7 6.3 Nonforfeitability..................................................... 7 6.4 Spendthrift Provision................................................. 8 6.5 Successors, Etc....................................................... 8 6.6 Severability.......................................................... 8 6.7 Governing Law......................................................... 8 6.8 No Employment Rights.................................................. 8 6.9 Gender and Number Construction........................................ 8 6.10 Incapacity of Recipient............................................... 8 6.11 Amendment and Termination of Deferral Plan............................ 9 6.12 Interpretation........................................................ 6.13 Procedures and Forms.................................................. 9 |
PREAMBLE
Pulte Homes, Inc. (the "Company") established the Pulte Homes, Inc. Long Term Compensation Deferral Plan (the "Plan"), originally effective May 13, 1996, and as thereafter amended and restated effective January 1, 2000, to provide a select group management employees of the Company and its subsidiaries an opportunity to defer a portion of their Target Cash Compensation Award from the Pulte Corporation Long Term Compensation Plan (the "Long Term Compensation Plan") and/or their Performance Compensation Award under the Pulte Corporation Long Term Incentive Plan (the "Incentive Plan"). This document is adopted as an amendment and restatement of the Plan, effective January 1, 2004.
The provisions of this amended and restated Plan are effective January 1, 2004, unless otherwise provided elsewhere in this document. With respect to either of the following that occurred before the Effective Date of this amendment and restatement: (1) deferrals into the Plan; or (2) employees who terminated their employment, the terms of the Plan as in effect on the deferral date or termination date, as applicable, shall apply, unless otherwise specified in this document.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the following respective meanings, unless the context requires otherwise:
1.1 "BENEFICIARY" means the person or persons designated in writing by the Designated Employee to the Company. Such a written designation may be made at any time by the Designated Employee and may, from time to time, be amended or revoked; provided, however, no designation, amendment or revocation thereof shall be effective if delivered to the Company after the Designated Employee's death, unless the Company shall otherwise consent. In the absence of an effective designation of Beneficiary, or if the designated Beneficiary shall not survive the Designated Employee, the Designated Employee's Beneficiary shall be deemed to be the individual (or the individuals in equal shares, per capita) in the first of the following classes of successive preference beneficiaries, of which there shall be any individual surviving the Designated Employee:
(a) his spouse;
(b) his children (and the children of a deceased child, per stirpes);
(c) his parents; or
(d) his brothers and sisters (and children of deceased brothers and sisters, per stirpes).
In the event of the failure of all of the above categories, the Designated Employee's estate shall be deemed to be his Beneficiary.
1.2 "COMMITTEE" means the Compensation Committee of the Board of Directors of the Company, or such other committee as shall be specified by the Board of Directors to perform the functions and duties of the Compensation Committee under the Plan.
1.3 "DEFERRAL ACCOUNT" means the bookkeeping account or accounts
established by the Company with respect to the Designated Employee pursuant to
Article IV (Deferral Account) for the purpose of recording the amount of the
Designated Employee's Target Cash Compensation Award and/or Performance
Compensation Award being deferred pursuant to this Plan (and, for purposes of
Section 4.2 (Earnings) only, deferred pursuant to the Prior Plan), the amount of
any earnings credited thereto pursuant to Article IV (Deferral Account), and any
payments made pursuant to Article V (Payments).
1.4 "DEFERRAL DATE" means (a) with respect to the Long Term Compensation Plan, the first business day of the year following the Measurement Period during which a Target Cash Compensation Award is earned on which it is reasonably possible to credit amounts to a Designated Employee's Deferral Account, and (b) with respect to the Incentive Plan, the first business day of the year following the Performance Period during which a Performance Compensation Award is earned on which it is reasonably possible to credit amounts to a Designated Employee's Deferral Account.
1.5 "DEFERRAL PERIOD" means the interval between the Deferral Date and the first Payment Date.
1.6 "DESIGNATED EMPLOYEE" means an Employee designated by the Committee pursuant to Article II (Eligibility) as eligible under the Plan to defer his Target Cash Compensation Award and/or Performance Compensation Award earned for a particular Measurement Period and/or Performance Period, as applicable. A list of the Designated Employees for each Measurement Period and each Performance Period shall be maintained in the Company's records and is hereby incorporated by reference.
1.7 "DETERMINATION DATE" means each December 31st and such other date or dates as of which the Company determines the balance of the Deferral Account.
1.8 "DISABILITY" means a physical or mental condition of the Designated Employee which the Company finds would qualify him for a disability benefit under the Federal Social Security Act.
1.9 "DISCRETION" means sole, absolute and uncontrolled discretion, with no requirement whatsoever that the Company and/or the Committee follow past practices, act in a manner consistent with past practices, or treat a Designated Employee in a manner consistent with the treatment afforded other Designated Employees with respect to the Plan.
1.10 "EFFECTIVE DATE" means January 1, 2004.
1.11 "ELECTION FORM" means the form provided by the Company on which each of the Designated Employee's elections are made under this Plan.
1.12 "ELECTION PERIOD" means the period or periods designated by the Committee during which elections under Articles III (Deferrals) and V (Payments) must be made; provided, however, that the Election Period for a Performance Period shall be the ninety (90) day period beginning with January 1 of such Performance Period.
1.13 "EMPLOYEE" means a person who is employed by the Company, or any of its subsidiaries, as a key employee, as determined by the Committee.
1.14 "MEASUREMENT PERIOD" means the period of time during which a Target Cash Compensation Award is earned by a Designated Employee under the Plan and is deferred pursuant to Article III (Deferrals).
1.15 "PAYMENT DATE" means, with respect to the Deferral Account, the date payments of the Deferral Account commence pursuant to Section 5.1 (Deferral Periods) and, for annual installments after the initial payment, the January 31st of each succeeding year until the Deferral Account has been paid in full.
1.16 "PAYMENT PERIOD" means, with respect to a Deferral Account, the period between the dates on which payment of the Deferral Account initially commences and ends.
1.17 "PERFORMANCE PERIOD" means the period of time during which a Performance Compensation Award is earned by a Designated Employee under the Incentive Plan and is deferred pursuant to Article III (Deferrals).
1.18 "PERFORMANCE COMPENSATION AWARD" means the amount of compensation awarded to a Designated Employee under the Incentive Plan.
1.19 "PRIOR PLAN" means the Pulte Corporation Long Term Compensation Plan as in effective from January 1, 2000, through December 31, 2003.
1.20 "RETIREMENT" means a severance from service from the Company and its controlled group of corporations when the Designated Employee's age (at his last birthday) plus his years of service with the Company and its controlled group of corporations total at least seventy (70). Years of service for this purpose shall be measured, in whole years only, starting from the Designated Employee's date of hire with any member of the Company's controlled group of corporations (including service preceding any stock acquisition), with the passage of each anniversary of such date of hire counting as a year of service.
1.21 "TARGET CASH COMPENSATION AWARD" shall mean the amount of compensation awarded to a Designated Employee under the Long Term Compensation Plan.
ARTICLE II
ELIGIBILITY
Prior to the Election Period for each Deferral Period, the Committee shall identify, for that Deferral Period, (a) the Designated Employees who shall be eligible to defer their Target Cash Compensation Award and/or (b) the Designated Employees who shall be eligible to defer their Performance Compensation Award.
ARTICLE III
DEFERRALS
During the Election Period, each Designated Employee may elect, on the Election Form(s), to defer the receipt of a percentage of his (a) Target Cash Compensation Award which would otherwise be payable under the Long Term Compensation Plan and/or (b) his Performance Compensation Award which would otherwise be payable under the Incentive Plan. This amount shall instead be distributed to the Designated Employee (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Separate Elections shall be made with respect the Designated Employee's Target Cash Compensation Award and Performance Compensation Award and each election shall be in five percent (5%) increments, or such other increments as may be specified by the Company, totaling not less than Ten Thousand Dollars ($10,000) and not more than ninety percent (90%) of the Designated
Employee's Target Cash Compensation Award and/or Performance Compensation Award, as applicable. The Company may, in its sole Discretion, further limit, at any time prior to the Deferral Date, the amount which can be deferred by any Designated Employee under this Plan.
ARTICLE IV
DEFERRAL ACCOUNT
4.1 Creation and Maintenance of Deferral Account. The Company shall establish a Deferral Account for each Designated Employee. The portion of each Designated Employee's Target Cash Compensation Award and/or Performance Compensation Award deferred pursuant to Article III (Deferrals) shall be credited to his Deferral Account as of the applicable Deferral Date. The Company may establish subaccounts within each Deferral Account for each Measurement Period and/or Performance Period. The Company shall maintain records for each Deferral Account and any subaccounts until the balance of the Deferral Account has been paid in full pursuant to Article V (Payments).
4.2 Earnings. As of each Determination Date, the balance of the Designated Employee's Deferral Account shall be credited with an amount determined by multiplying the Deferral Account balance as of the Determination Date by a percentage equal to two hundred (200) basis points over the yield, as of January 1st of that year, on U.S. Treasury Notes with a term of five (5) years. The earnings credited shall be weighted to reflect the timing of credits and payments, if any, occurring during the year then ended. On January 1st of each year, the earnings rate shall be reviewed and adjusted, if necessary, to ensure that the rate is a minimum of two hundred (200) basis points over the prevailing yield on U.S. Treasury Notes with a term of five (5) years.
ARTICLE V
PAYMENTS
5.1 Deferral Periods. For any Measurement Period and/or Performance
Period after the Effective Date, the Deferral Period for the subaccount
established within the Designated Employee's Deferral Account for that
Measurement Period and/or Performance Period, as applicable, shall be the period
set forth on the Designated Employee's Election Form(s) (not to exceed twenty
(20) years from the Deferral Date) (the "Regular Deferral Period").
Notwithstanding the preceding sentence, the Designated Employee's elected
Deferral Period shall be overridden and end on the date of the Designated
Employee's severance from service from the Company and its controlled group of
corporations for any reason, including Disability or death, other than
Retirement (the "Termination Deferral Period").
5.2 Payment Period. Payments made by the Company with respect to the subaccounts established within the Designated Employee's Deferral Account for Measurement Periods and/or Performance Periods, as applicable, beginning on or after the Effective Date shall be paid over the period specified below.
(a) Payment Period For Regular Deferral Period. At the end of the Regular Deferral Period described under Section 5.1 (Deferral Periods), payments shall be paid over the period specified by the Designated Employee in the Election Form (not to exceed ten (10) years.
(b) Payment Period For Termination Deferral Period. At the end of the Termination Deferral Period described under Section 5.1 (Deferral Periods), payments shall be paid over the period specified by the Designated Employee in the Election Form (not to exceed three (3) years).
5.3 Payment Date. Payments shall be made, or commence to be made, on the January 31st or July 31st that is at least six (6) months after the end of the applicable Deferral Period set forth in Section 5.1 (Deferral Periods), including payments as a result of the Designated Employee's death before payments commence. Annual installments made in accordance with Section 5.2(a) (Payment Period For Regular Deferral Period) and Section 5.2(b) (Payment Period For Termination Deferral Period) shall be paid each January 31st over the period specified on the Election Form(s); provided, however, that if the Designated Employee dies before the end of his elected payment period, the remaining balance in his subaccounts established within his Deferral Account for Measurement Periods and/or Performance Periods beginning on or after the Effective Date will be paid on the next January 31st or July 31st after his death.
5.4 Actual Payments. Payments made by the Company with respect to the Designated Employee's Deferral Account shall be made in cash (reduced by required tax withholdings) and, for any reason other than the Designated Employee's death or election of a lump sum, annual payments shall be in an amount equal to a percentage of his relevant subaccount balance on the relevant Payment Date, determined by dividing the subaccount balance at the applicable Payment Date by the total remaining years of the payment term.
Examples: A. Assume the Designated Employee remains actively employed until the end of his elected Deferral Period and elected a five (5) year payment period. B. Assume the Designated Employee dies while actively employed and before the end of his elected Deferral Period. C. Assume the Designated Employee has a severance from service because of Disability and elected a two (2) year payment period. D. Assume the Designated Employee elected a three (3) year payment period and dies after receiving his first scheduled payment. |
Payment Date Percentage of Subaccount Account Balance Paid A. B. C. D First Payment Date 20% 100% 50% 33-1/3% Second Payment Date 25% 50% 67-2/3% Third Payment Date 33-1/3% Fourth Payment Date 50% Fifth Payment Date 100% |
5.5 Prior Plan Deferrals. The Company shall pay to the Designated Employee the balance of the subaccounts within the Deferral Account established with respect to Prior Plan deferrals as set forth under the Prior Plan and the Designated Employee's elections for the applicable Measurement Period and/or Performance Period.
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken pursuant to the provisions hereof shall create or deem to create a trust of any kind, or a fiduciary relationship between the Company and the Designated Employee, his Beneficiary or any other person. To the extent that any person acquires the right to receive benefits from the Company under this Plan, such right shall be no greater than the right of any other unsecured general creditor of the Company, and such person shall have no claim on, or any beneficial interest in, any assets of the Company. The Company may establish bookkeeping reserves or any funding media, including grantor trusts, to cover its obligation to make the payments contemplated under Article V (Payments), but amounts designated in such bookkeeping reserves or contained in such funding media as are established shall remain solely those of the Company and shall be subject to the claims of the creditors of the Company until actually paid to the Designated Employee or his Beneficiary.
6.2 Funding Arrangements. It is the Company's intention that the amounts deferred under this Plan shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. All such amounts shall continue for all purposes to be part of the general funds of the Company and the Plan shall constitute a mere promise by the Company to make benefit payments in the future. The Company may, but is not required to, deposit in a trust amounts sufficient to pay benefits under the Plan. Any trust created by the Company and any assets held by the trust to assist the Company in meeting its obligations under the Plan will conform to the terms of the model trust as described in Revenue Procedure 92-64. Any amounts deposited in a trust will be subject to the Company's general creditors.
6.3 Nonforfeitability. The Designated Employee's rights to any payments under this Plan, shall at all times be nonforfeitable.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights or interest of the Designated Employee or his Beneficiary to or under this Plan shall not be subject in any manner to any claims, attachments or encumbrances due to the death, contracts, liabilities, engagements or torts of the Designated Employee or his Beneficiary, directly or indirectly, or be subject to any claim of any creditor of the Designated Employee or his Beneficiary, through legal process or otherwise; nor shall the Designated Employee or his Beneficiary be able or permitted in any manner to transfer, encumber, pledge, anticipate, alienate, sell, or assign any such benefits, payments, proceeds, claims, rights or interest, contingent or otherwise.
6.5 Successors, Etc. This Plan shall be binding upon and benefit the Company and its successors, and the Designated Employee and his Beneficiary, their heirs and personal representatives, all in accordance and subject to the terms of this Plan.
6.6 Severability. Each provision of this Plan shall be independent of and separable from every other provision of this Plan and should any provision of this Plan be deemed or be declared to be contrary to or unenforceable under any law, whether constitutional, statutory or otherwise, all of the remaining provisions of this Plan shall remain in full force and effect.
6.7 Governing Law. This Plan shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, under the laws of the State of Michigan, except to the extent superseded by federal law.
6.8 No Employment Rights. The Designated Employee's relationship with the Company is that of an employee at will and the Company may terminate his employment with the Company at any time, with or without cause. Nothing contained in this Plan shall be construed as conferring upon the Designated Employee the right to continue in the employ of the Company as an executive or in any other capacity.
6.9 Gender and Number Construction. In all cases where they would so apply, words used in the masculine gender shall be construed to include the feminine gender, and words used in the singular shall be construed to include the plural.
6.10 Incapacity of Recipient. In the event the Designated Employee or his Beneficiary is declared incompetent and a conservator or other person legally charged with the care of his person is appointed, any benefits under this Plan to which such Designated Employee or Beneficiary is entitled shall be paid to such appointed person.
6.11 Amendment and Termination of Deferral Plan. This Plan may be amended or terminated by the Company at any time with respect to amounts not yet credited to the Designated Employee's Deferral Account; provided however, no such termination shall affect the Designated Employee's interest in amounts previously deferred. In the event the Plan is terminated, the Company may, in its sole Discretion, immediately distribute the balance of the Designated Employee's Deferral Accounts regardless of the Deferral Periods elected pursuant to Section 5.1 (Deferral Periods).
6.12 Interpretation. The Committee shall have exclusive and final authority and Discretion with respect to (a) the interpretation and implementation of the terms and provisions of this Plan and (b) the adoption or amendment of such procedures or practices as it deems necessary, helpful or appropriate, in its sole and absolute Discretion, for purposes of administering this Plan.
6.13 Procedures and Forms. The Committee may establish such procedures and forms as are appropriate to implement matters under the Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer, this ________ day of December, 2003, to be effective January 1, 2004.
PULTE HOMES, INC.
By: _________________________
Its: ________________
EXHIBIT 10(b)
PULTE HOMES, INC. INCOME DEFERRAL PLAN
(As Amended and Restated Effective January 1, 2004)
.
.
.
TABLE OF CONTENTS PREAMBLE 1 ARTICLE I DEFINITIONS............................................... 2 1.1 Beneficiary.................................................. 2 1.2 Bonus........................................................ 2 1.3 CEO.......................................................... 2 1.4 Deferral Account............................................. 2 1.5 Deferral Date................................................ 2 1.6 Deferral Period.............................................. 3 1.7 Deferral Year................................................ 3 1.8 Designated Employee.......................................... 3 1.9 Determination Date........................................... 3 1.10 Disability................................................... 3 1.11 Effective Date............................................... 3 1.12 Election Form................................................ 3 1.13 Election Period.............................................. 3 1.14 Employee..................................................... 3 1.15 Payment Date................................................. 3 1.16 Prior Plan................................................... 3 1.17 Retirement................................................... 3 ARTICLE II ELIGIBILITY............................................... 4 ARTICLE III DEFERRAL OF BONUS........................................ 4 ARTICLE IV DEFERRAL ACCOUNT.......................................... 4 4.1 Creation and Maintenance of Deferral Account................. 4 4.2 Earnings..................................................... 4 ARTICLE V PAYMENTS................................................... 5 5.1 Deferral Periods............................................. 5 5.2 Payment Period............................................... 5 (a) Payment Period For Regular Deferral Period............. 5 (b) Payment Period For Termination Deferral Period......... 5 5.3 Payment Date................................................. 5 5.4 Actual Payments.............................................. 5 5.5 Prior Plan Deferrals......................................... 6 |
ARTICLE VI MISCELLANEOUS............................................. 6 6.1 No Trust..................................................... 6 6.2 Funding Arrangements......................................... 6 6.3 Nonforfeitability............................................ 7 6.4 Spendthrift Provision........................................ 7 6.5 Successors, Etc.............................................. 7 6.6 Severability................................................. 7 6.7 Governing Law................................................ 7 6.8 No Employment Rights......................................... 7 6.9 Gender and Number Construction............................... 7 6.10 Incapacity of Recipient...................................... 8 6.11 Amendment and Termination of Plan............................ 8 6.12 Interpretation............................................... 8 6.13 Procedures and Forms......................................... 8 |
PREAMBLE
Pulte Homes, Inc. (the "Company") established the Pulte Homes, Inc. Income Deferral Plan (the "Plan"), effective December 16, 1994, to provide a select group of its management and highly compensated employees an opportunity to defer a portion of their income. This document is adopted as an amendment and restatement of the Plan, effective January 1, 2004.
The provisions of this restated Plan are effective January 1, 2004, unless otherwise provided elsewhere in this document. With respect to either of the following that occurred before the Effective Date of this amendment and restatement: (1) deferrals into the Plan, or (2) employees who terminated their employment, the terms of the Plan as in effect on the deferral date or termination date, as applicable, shall apply, unless otherwise specified in this document.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the following respective meanings, unless the context requires otherwise:
1.1 "BENEFICIARY" means the person or persons designated in writing by the Designated Employee to the Company. Such a written designation may be made at any time by the Designated Employee and may, from time to time, be amended or revoked; provided, however, no designation, amendment or revocation thereof shall be effective if delivered to the Company after the Designated Employee's death, unless the Company shall otherwise consent. In the absence of an effective designation of Beneficiary, or if the designated Beneficiary shall not survive the Employee, the Designated Employee's Beneficiary shall be deemed to be the individual (or the individuals in equal shares, per capita) in the first of the following classes of successive preference beneficiaries, of which there shall be any individual surviving the Designated Employee:
(a) his spouse;
(b) his children (and the children of a deceased child, per stirpes);
(c) his parents; or
(d) his brothers and sisters (and children of deceased brothers and sisters, per stirpes).
In the event of the failure of all of the above categories, the Designated Employee's estate shall be deemed to be his Beneficiary.
1.2 "BONUS" means, with respect to any calendar year, the amount credited to the Designated Employee for services rendered by the Designated Employee during that calendar year, excluding salary, which is designated by the CEO as available for deferral for that calendar year for purposes of this Plan.
1.3 "CEO" means the Chief Executive Officer of the Company.
1.4 "DEFERRAL ACCOUNT" means the bookkeeping account established by the Company with respect to the Designated Employee pursuant to Article IV (Deferral Account) for the purpose of recording the amount of the Designated Employee's Bonus being deferred pursuant to this Plan (and, for purposes of Section 4.2 (Earnings) only, deferred pursuant to the Prior Plan), the amount of any earnings credited thereto pursuant to Article IV (Deferral Account), and any payments made pursuant to Article V (Payments).
1.5 "DEFERRAL DATE" means the first business day of the year following the calendar year during which a Bonus is earned on which it is reasonably possible to credit amounts to an Designated Employee's Deferral Account.
1.6 "DEFERRAL PERIOD" means the interval between the Deferral Date and the first Payment Date.
1.7 "DEFERRAL YEAR" means a calendar year during which a Bonus is earned by a Designated Employee and is deferred pursuant to Article III (Deferral of Bonus).
1.8 "DESIGNATED EMPLOYEE" means an Employee designated by the CEO pursuant to Article II (Eligibility) as eligible under the Plan to defer his Bonus earned for a particular Deferral Year. A list of the Designated Employees for each Deferral Year shall be maintained in the Company's records and is hereby incorporated by reference.
1.9 "DETERMINATION DATE" means each December 31st and such other date or dates as of which the Company determines the balance of the Deferral Account.
1.10 "DISABILITY" means a physical or mental condition of the Employee which the Company finds would qualify him for a disability benefit under the Federal Social Security Act.
1.11 "EFFECTIVE DATE" means January 1, 2004.
1.12 "ELECTION FORM" means the form provided by the Company on which each of the Designated Employee's elections are made under this Plan.
1.13 "ELECTION PERIOD" means the period designated by the CEO before each Deferral Year during which elections under Articles III (Deferral of Bonus) and V (Payments) must be made with respect to that Deferral Year.
1.14 "EMPLOYEE" means a person who is employed by the Company, or any of its subsidiaries, as a "key employee," as determined by the CEO.
1.15 "PAYMENT DATE" means, with respect to the Deferral Account, the date payments of the Deferral Account commence pursuant to Section 5.3 (Payment Date) and, for annual installments after the initial payment, the January 31st of each succeeding year until the Deferral Account has been paid in full.
1.16 "PRIOR PLAN" means the Pulte Homes, Inc. Income Deferral Plan as in effect from December 16, 1994, through December 31, 2003.
1.17 "RETIREMENT" means a severance from service from the Company and its controlled group of corporations when the Designated Employee's age (at his last birthday) plus his years of service with the Company and its controlled group of corporations total at least seventy (70). Years of service for this purpose shall be measured, in whole years only, starting from the Designated Employee's date of hire with any member of the Company's controlled group of corporations (including service preceding any stock acquisition), with the passage of each anniversary of such date of hire counting as a year of service.
ARTICLE II
ELIGIBILITY
Prior to the Election Period for each Deferral Year, the CEO shall identify the Designated Employees who shall be eligible to defer their Bonus for that Deferral Year.
ARTICLE III
DEFERRAL OF BONUS
During the Election Period, each Designated Employee may elect, on the Election Form, a percentage of his Bonus to be earned in the following calendar year which shall not currently be paid in cash, but shall instead be distributed to the Designated Employee (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Elections shall be in five percent (5%) increments, or such other increments as may be specified by the Company, totaling not less than Ten Thousand Dollars ($10,000) and not more than ninety percent (90%) of the Designated Employee's Bonus. The Company may, in its sole discretion, further limit, at any time prior to the Deferral Date, the amount which can be deferred by any Designated Employee for a Deferral Year.
ARTICLE IV
DEFERRAL ACCOUNT
4.1 Creation and Maintenance of Deferral Account. The Company shall establish a Deferral Account for each Designated Employee. The portion of each Designated Employee's Bonus deferred pursuant to Article III (Deferral of Bonus) shall be credited to his Deferral Account as of the applicable Deferral Date. The Company may establish subaccounts within each Deferral Account for each Deferral Year. The Company shall maintain records for each Deferral Account and any subaccounts until the balance of the Deferral Account has been paid in full pursuant to Article V (Payments).
4.2 Earnings. As of each Determination Date, the balance of the Designated Employee's Deferral Account shall be credited with an amount determined by multiplying the Deferral Account balance as of the Determination Date by a percentage equal to two hundred (200) basis points over the yield, as of January 1st of that year, on U.S. Treasury Notes with a term of five (5) years. The earnings credited shall be weighted to reflect the timing of credits and payments, if any, occurring during the year then ended. On January 1st of each year, the earnings rate shall be reviewed and adjusted, if necessary, to ensure that the rate is a minimum of two hundred (200) basis points over the prevailing yield on U.S. Treasury Notes with a term of five (5) years.
ARTICLE V
PAYMENTS
5.1 Deferral Periods. For any Deferral Year after the Effective Date, the Deferral Period for the subaccount established within the Designated Employee's Deferral Account for that Deferral Year shall be the period set forth on the Designated Employee's Election Form (not to exceed twenty (20) years from the Deferral Date) (the "Regular Deferral Period"). Notwithstanding the preceding sentence, the Designated Employee's elected Deferral Period shall be overridden and end on the date of the Designated Employee's severance from service from the Company and its controlled group of corporations for any reason, including Disability or death, other than Retirement (the "Termination Deferral Period").
5.2 Payment Period. Payments made by the Company with respect to the subaccounts established within the Designated Employee's Deferral Account for Deferral Years beginning on or after the Effective Date shall be paid over the period specified below.
(a) Payment Period For Regular Deferral Period. At the end of the Regular Deferral Period described under Section 5.1 (Deferral Periods), payments shall be paid over the period specified by the Designated Employee in the Election Form (not to exceed ten (10) years.
(b) Payment Period For Termination Deferral Period. At the end of the Termination Deferral Period described under Section 5.1 (Deferral Periods), payments shall be paid over the period specified by the Designated Employee in the Election Form (not to exceed three (3) years).
5.3 Payment Date. Payments shall be made, or commence to be made, on the January 31st or July 31st that is at least six (6) months after the end of the applicable Deferral Period set forth in Section 5.1 (Deferral Periods), including payments as a result of the Designated Employee's death before payments commence, . Annual installments made in accordance with Section 5.2(a) (Payment Period For Regular Deferral Period) and Section 5.2(b) (Payment Period For Termination Deferral Period) shall be paid each January 31st over the period specified on the Election Form; provided, however, that if the Designated Employee dies before the end of his elected payment period, the remaining balance in his subaccounts established within his Deferral Account for Deferral Years beginning on or after the Effective Date will be paid on the next January 31st or July 31st after his death.
5.4 Actual Payments. Payments made by the Company with respect to the Designated Employee's Deferral Account shall be made in cash (reduced by required tax withholdings) and, for any reason other than the Designated Employee's death or election of a lump sum, annual payments shall be in an amount equal to a percentage of his relevant subaccount balance on the relevant Payment Date, determined by dividing the subaccount balance at the applicable Payment Date by the total remaining years of the payment term.
Examples: A. Assume the Designated Employee remains actively employed until the end of his elected Deferral Period and elected a five (5)year payment period. B. Assume the Designated Employee dies while actively employed and before the end of his elected Deferral Period. C. Assume the Designated Employee has a severance from service because of Disability and elected a two (2) year payment period. D. Assume the Designated Employee elected a three (3) year payment period and dies after receiving his first scheduled payment. |
Payment Date Percentage of Subaccount Account Balance Paid A. B. C. D First Payment Date 20% 100% 50% 33-1/3% Second Payment Date 25% 50% 67-2/3% Third Payment Date 33-1/3% Fourth Payment Date 50% Fifth Payment Date 100% |
5.5 Prior Plan Deferrals. The Company shall pay to the Designated Employee the balance of the subaccounts within the Deferral Account established with respect to Prior Plan deferrals as set forth under the Prior Plan and the Designated Employee's elections for the applicable Deferral Year.
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken pursuant to the provisions hereof shall create or deem to create a trust of any kind, or a fiduciary relationship between the Company and the Designated Employee, his Beneficiary or any other person. To the extent that any person acquires the right to receive benefits from the Company under this Plan, such right shall be no greater than the right of any other unsecured general creditor of the Company, and such person shall have no claim on, or any beneficial interest in, any assets of the Company. The Company may establish bookkeeping reserves or any funding media, including grantor trusts, to cover its obligation to make the payments contemplated under Article V (Payments), but amounts designated in such bookkeeping reserves or contained in such funding media as are established shall remain solely those of the Company and shall be subject to the claims of the creditors of the Company until actually paid to the Designated Employee or his Beneficiary.
6.2 Funding Arrangements. It is the Company's intention that the amounts deferred under this Plan shall be unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended. All such amounts shall continue for all purposes to be part of the general funds of the Company and the Plan shall constitute an unsecured promise of the Company to make benefit payments in the future. The Company may, but is not required to, deposit in a trust amounts sufficient to pay benefits under the Plan. Any trust created by the Company and any assets held by the trust to assist the Company in meeting its obligations under the Plan will conform to the terms of the model trust as described in Revenue Procedure 92-64. Any amounts deposited in a trust will be subject to the Company's general creditors.
6.3 Nonforfeitability. The Designated Employee's rights to any payments under this Plan, shall at all times be nonforfeitable.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights or interest of the Designated Employee or his Beneficiary to or under this Plan shall not be subject in any manner to any claims, attachments or encumbrances due to the death, contracts, liabilities, engagements or torts of the Designated Employee or his Beneficiary, directly or indirectly, or be subject to any claim of any creditor of the Designated Employee or his Beneficiary, through legal process or otherwise; nor shall the Designated Employee or his Beneficiary be able or permitted in any manner to transfer, encumber, pledge, anticipate, alienate, sell, or assign any such benefits, payments, proceeds, claims, rights or interest, contingent or otherwise.
6.5 Successors, Etc This Plan shall be binding upon and benefit the Company and its successors, and the Designated Employee and his Beneficiary, their heirs and personal representatives, all in accordance and subject to the terms of this Plan.
6.6 Severability. Each provision of this Plan shall be independent of and separable from every other provision of this Plan and should any provision of this Plan be deemed or be declared to be contrary to or unenforceable under any law, whether constitutional, statutory or otherwise, all of the remaining provisions of this Plan shall remain in full force and effect.
6.7 Governing Law. This Plan shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, under the laws of the State of Michigan, except to the extent superseded by federal law.
6.8 No Employment Rights. The Designated Employee's relationship with the Company is that of an employee at will and the Company may terminate his employment with the Company at any time, with or without cause. Nothing contained in this Plan shall be construed as conferring upon the Designated Employee the right to continue in the employ of the Company as an executive or in any other capacity.
6.9 Gender and Number Construction. In all cases where they would so apply, words used in the masculine gender shall be construed to include the feminine gender, and words used in the singular shall be construed to include the plural.
6.10 Incapacity of Recipient. In the event the Designated Employee or his Beneficiary is declared incompetent and a conservator or other person legally charged with the care of his person is appointed, any benefits under this Plan to which such Designated Employee or Beneficiary is entitled shall be paid to such appointed person.
6.11 Amendment and Termination of Plan. This Plan may be amended or terminated by the Company at any time with respect to amounts not yet credited to the Designated Employee's Deferral Account; provided however, no such termination shall affect the Designated Employee's interest in amounts previously deferred. In the event the Plan is terminated, the Company may, in its sole discretion, immediately distribute the balance of the Designated Employee's Deferral Accounts regardless of the Deferral Periods elected pursuant to Section 5.1 (Deferral Periods).
6.12 Interpretation. The Compensation Committee of the Board of Directors of the Company shall have exclusive and final authority and discretion with respect to (a) the interpretation and implementation of the terms and provisions of this Plan and (b) the adoption or amendment of such procedures or practices as it deems necessary, helpful or appropriate, in its sole and absolute discretion, for purposes of administering this Plan.
6.13 Procedures and Forms. The Compensation Committee of the Board may establish and amend such procedures and forms as are appropriate to implement matters under this Plan.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly authorized officer, this_____ day of December, 2003, to be effective January 1, 2004.
PULTE HOMES, INC.
By: ____________________________________
Its:_____________________
EXHIBIT 10(c)
PULTE HOMES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 2005)
TABLE OF CONTENTS ARTICLE I DEFINITIONS.................................................... 1 1.1 Beneficiary........................................................ 1 1.2 Board.............................................................. 1 1.3 Company............................................................ 2 1.4 Deferral Account................................................... 2 1.5 Deferral Date...................................................... 2 1.6 Deferral Period.................................................... 2 1.7 Deferral Year...................................................... 2 1.8 Determination Date................................................. 2 1.9 Director........................................................... 2 1.10 Disability......................................................... 2 1.11 Effective Date..................................................... 2 1.12 Election Form...................................................... 2 1.13 Election Period.................................................... 2 1.14 Fees............................................................... 2 1.15 Participant........................................................ 2 1.16 Payment Date....................................................... 2 1.17 Plan............................................................... 3 ARTICLE II ELIGIBILITY................................................... 3 ARTICLE III DEFERRAL OF FEES............................................. 3 ARTICLE IV DEFERRAL ACCOUNT.............................................. 3 4.1 Creation and Maintenance of Deferral Account..................... 3 4.2 Earnings......................................................... 3 ARTICLE V PAYMENTS....................................................... 4 5.1 Deferral Periods................................................... 4 5.2 Payment Period..................................................... 4 (a) Payment Period For Regular Deferral Period.................... 4 (b) Payment Period For Termination Deferral Period................ 4 5.3 Payment Date....................................................... 4 5.4 Actual Payments.................................................... 4 ARTICLE VI MISCELLANEOUS................................................. 4 6.1 No Trust........................................................... 4 6.2 Funding Arrangements............................................... 4 6.3 Nonforfeitability.................................................. 4 6.4 Spendthrift Provision.............................................. 4 |
6.5 Successors, Etc.................................................... 6 6.6 Severability....................................................... 6 6.7 Governing Law...................................................... 6 6.8 Gender and Number Construction..................................... 6 6.9 Incapacity of Recipient............................................ 6 6.10 Amendment and Termination of Plan.................................. 6 6.11 Interpretation..................................................... 6 6.12 Procedures and Forms............................................... 6 |
PULTE HOMES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE AS OF JANUARY 1, 2005)
PREAMBLE
This Pulte Homes, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan") is effective January 1, 2005. This Plan is being established by Pulte Homes, Inc. (the "Company") to provide members of the Board of Directors of the Company who are not employees of the Company an additional incentive to remain in the service of the Company by permitting them to defer all or a portion of the fees earned for services performed as a member of the Company's Board of Directors.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the following respective meanings, unless the context requires otherwise:
1.1"BENEFICIARY" means the person or persons designated in writing by a Participant to the Company. Such a written designation may be made at any time by a Participant and may, from time to time, be amended or revoked; provided, however, no designation, amendment or revocation thereof shall be effective if delivered to the Company after a Participant's death, unless the Company shall otherwise consent. In the absence of an effective designation of Beneficiary, or if the designated Beneficiary shall not survive a Participant, such Participant's Beneficiary shall be deemed to be the individual (or the individuals in equal shares, per capita) in the first of the following classes of successive preference beneficiaries, of which there shall be any individual surviving the Participant:
(a) his spouse;
(b) his children (and the children of a deceased child, per stirpes);
(c) his parents; or
(d) his brothers and sisters (and children of deceased brothers and sisters, per stirpes).
In the event of the failure of all of the above categories, a Participant's estate shall be deemed to be his Beneficiary.
1.2"BOARD" means the Board of Directors of the Company.
1.3."COMPANY" shall have the meaning set forth in the Preamble hereof.
1.4 "DEFERRAL ACCOUNT" means the bookkeeping account established by the Company with respect to a Director pursuant to Article IV (Deferral Account) for the purpose of recording the amount of the Fees being deferred pursuant to this Plan, the amount of any earnings credited thereto pursuant to Article IV (Deferral Account), and any payments made pursuant to Article V (Payments).
1.5 "DEFERRAL DATE" means the first business day of the calendar quarter following the calendar quarter during which Fees are earned on which it is reasonably possible to credit amounts to a Participant's Deferral Account.
1.6 "DEFERRAL PERIOD" means the interval between the Deferral Date and the first Payment Date.
1.7 "DEFERRAL YEAR" means a calendar year during which Fees are earned by a Director and are deferred pursuant to Article III (Deferral of Fees).
1.8 "DETERMINATION DATE" means each December 31st and such other date or dates as of which the Company determines the balance of the Deferral Account.
1.9 "DIRECTOR" means a member of the Board who is not an employee of the Company.
1.10 "DISABILITY" means a physical or mental condition of a Participant which the Company finds would qualify him for a disability benefit under the Federal Social Security Act.
1.11 "EFFECTIVE DATE" means January 1, 2005.
1.12 "ELECTION FORM" means the form provided by the Company on which each of a Participant's elections are made under this Plan.
1.13 "ELECTION PERIOD" means the period designated by the CEO before each Deferral Year during which elections under Articles III (Deferral of Fees) and V (Payments) must be made with respect to that Deferral Year; or with respect to an individual who becomes a Director during a Deferral Year, the 30-day period immediately following his election or appointment to the Board.
1.14 "FEES" means the annual retainer, any Committee Chairperson fees, meeting fees and any other fees earned by the Director on and after January 1, 2005 for the performance of services as a member of the Board.
1.15 "PARTICIPANT" means any Director who elects to defer all or a portion of his Fees earned in a Deferral Year in accordance with Article III.
1.16 "PAYMENT DATE" means, with respect to the Deferral Account, the date payments of the Deferral Account commence pursuant to Section 5.3 (Payment Date) and, for annual installments after the initial payment, each anniversary of the first Payment Date until the Deferral Account has been paid in full.
1.17 "PLAN" shall have the meaning set forth in the Preamble hereof.
ARTICLE II
ELIGIBILITY
Each Director shall be eligible to elect to defer all or any portion of Fees earned subsequent to his election or appointment to the Board in any Deferral Year pursuant to the terms of this Plan.
ARTICLE III
DEFERRAL OF FEES
During the Election Period, each Director may elect, on the Election Form, that all or a portion of his Fees to be earned in a Deferral Year shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the event of his death, to his Beneficiary) in accordance with the provisions of Article V (Payments). Elections shall be in one percent (1%) increments, or such other increments as may be specified by the Company.
ARTICLE IV
DEFERRAL ACCOUNT
4.1 Creation and Maintenance of Deferral Account. The Company shall establish a Deferral Account for each Participant. The portion of each Director's Fees deferred pursuant to Article III (Deferral of Fees) shall be credited to his Deferral Account as of the applicable Deferral Date. The Company may establish subaccounts within each Deferral Account for each Deferral Year. The Company shall maintain records for each Deferral Account and any subaccounts until the balance of the Deferral Account has been paid in full pursuant to Article V (Payments).
4.2 Earnings. As of each Determination Date, the balance of each Participant's Deferral Account shall be credited with an amount determined by multiplying the Deferral Account balance as of the Determination Date by a percentage equal to two hundred (200) basis points over the yield, as of January 1st of that year, on U.S. Treasury Notes with a term of five (5) years. The earnings credited shall be weighted to reflect the timing of credits and payments, if any, occurring during the year then ended. On January 1st of each year, the earnings rate shall be reviewed and adjusted, if necessary, to ensure that the rate is a minimum of two hundred (200) basis points over the prevailing yield on U.S. Treasury Notes with a term of five (5) years.
ARTICLE V
PAYMENTS
5.1 Deferral Periods. For any Deferral Year after the Effective Date, the Deferral Period for the subaccount established within a Participant's Deferral Account for that Deferral Year shall be the period set forth on the applicable Election Form (not to exceed eight (8) years from the Deferral Date) (the "Regular Deferral Period"). Notwithstanding the preceding sentence, a Director's elected Deferral Period shall be overridden and end on the date of the
Director's termination of service as a Director with the Company for any reason, including Disability or death (the "Termination Deferral Period").
5.2 Payment Period. Payments made by the Company with respect to the subaccounts established within a Participant's Deferral Account for Deferral Years beginning on or after the Effective Date shall be paid over the period specified below.
(a) Payment Period For Regular Deferral Period. At the end of the Regular Deferral Period described under Section 5.1 (Deferral Periods), annual payments shall be paid over the period specified in such Participant's applicable Election Form (not to exceed eight (8) years).
(b) Payment Period For Termination Deferral Period. Except as otherwise provided in Section 5.3, at the end of the Termination Deferral Period described under Section 5.1 (Deferral Periods), annual payments shall be paid over the period specified in such Participant's applicable Election Form (not to exceed three (3) years).
5.3 Payment Date. Payments made in accordance with Section 5.2(a)
(Payment Period For Regular Deferral Period) and Section 5.2(b) (Payment Period
For Termination Deferral Period) shall be made, or commence, as soon as
reasonably possible after the January 1st or July 1st that is at least six (6)
months after the end of the applicable Deferral Period set forth in Section 5.1
(Deferral Periods). Annual installments shall continue to be paid thereafter on
each anniversary of the first Payment Date over the period specified on the
Election Form. Notwithstanding the foregoing sentence, however, in the event
that a Participant dies (i) during the Deferral Period, (ii) after the end of
the Deferral Period, but prior to the commencement of the payment period or
(iii) after the commencement of the payment period but before the end of his
elected payment period, the balance of his Deferral Account will be paid in a
lump sum to his Beneficiary on the next Payment Date after his death.
5.4 Actual Payments. Payments made by the Company with respect to a Participant's Deferral Account shall be made in cash (reduced by required tax withholdings) and, for any reason other than the Participant's death or election of a lump sum, annual payments shall be in an amount equal to a percentage of his relevant subaccount balance on the relevant Payment Date, determined by dividing the subaccount balance at the applicable Payment Date by the total remaining years of the payment term.
Examples: A. Assume a Participant remains a Director until the end of his elected Deferral Period and elected a five (5) year payment period. The Deferral Account balance would be paid out as indicated below. B. Assume a Participant terminates as a member of the Board because of Disability and elected a two (2) year payment period. The Deferral Account balance would be paid out as indicated below. C. Assume a Participant elected a three (3) year payment period and dies after receiving his second scheduled payment. The Deferral 4 |
Account balance would be paid out as indicated below. |
Payment Date Percentage of Subaccount Account Balance Paid A. B. C. First Payment Date 20% 50% 33-1/3% Second Payment Date 25% 100% 50% Third Payment Date 33-1/3% 100% Fourth Payment Date 50% Fifth Payment Date 100% |
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken pursuant to the provisions hereof shall create or deem to create a trust of any kind, or a fiduciary relationship between the Company and a Participant, his Beneficiary or any other person. To the extent that any person acquires the right to receive benefits from the Company under this Plan, such right shall be no greater than the right of any other unsecured general creditor of the Company, and such person shall have no claim on, or any beneficial interest in, any assets of the Company. The Company may establish bookkeeping reserves or any funding media, including grantor trusts, to cover its obligation to make the payments contemplated under Article V (Payments), but amounts designated in such bookkeeping reserves or contained in such funding media as are established shall remain solely those of the Company and shall be subject to the claims of the creditors of the Company until actually paid to a Participant or his Beneficiary.
6.2 Funding Arrangements. It is the Company's intention that the amounts deferred under this Plan shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. All such amounts shall continue for all purposes to be part of the general funds of the Company and the Plan shall constitute an unsecured promise of the Company to make benefit payments in the future. The Company may, but is not required to, deposit in a trust amounts sufficient to pay benefits under the Plan. Any amounts deposited in a trust will be subject to the Company's general creditors.
6.3 Nonforfeitability. A Participant's rights to any payments under this Plan, shall at all times be nonforfeitable.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights or interest of a Participant or his Beneficiary to or under this Plan shall not be subject in any manner to any claims, attachments or encumbrances due to the death, contracts, liabilities, engagements or torts of the Participant or his Beneficiary, directly or indirectly, or be subject to any claim of any creditor of the Participant or his Beneficiary, through legal process or otherwise; nor shall a Participant or his Beneficiary be able or permitted in any manner to transfer, encumber, pledge, anticipate, alienate, sell, or assign any such benefits, payments, proceeds, claims, rights or interest, contingent or otherwise.
6.5 Successors, Etc. This Plan shall be binding upon and benefit the Company and its successors, and the Participant and his Beneficiary, their heirs and personal representatives, all in accordance and subject to the terms of this Plan.
6.6 Severability. Each provision of this Plan shall be independent of and separable from every other provision of this Plan and should any provision of this Plan be deemed or be declared to be contrary to or unenforceable under any law, whether constitutional, statutory or otherwise, all of the remaining provisions of this Plan shall remain in full force and effect.
6.7 Governing Law. This Plan shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, under the laws of the State of Michigan, except to the extent superseded by federal law.
6.8 Gender and Number Construction. In all cases where they would so apply, words used in the masculine gender shall be construed to include the feminine gender, and words used in the singular shall be construed to include the plural.
6.9 Incapacity of Recipient. In the event a Participant or his Beneficiary is declared incompetent and a conservator or other person legally charged with the care of his person is appointed, any benefits under this Plan to which such Participant or Beneficiary is entitled shall be paid to such appointed person.
6.10 Amendment and Termination of Plan. This Plan may be amended or terminated by the Company at any time with respect to amounts not yet credited to a Participant's Deferral Account; provided however, no such termination shall affect a Participant's interest in amounts previously deferred.
6.11 Interpretation. The Executive Committee of the Board of Directors of the Company (excluding the Director) shall have exclusive and final authority and discretion with respect to (a) the interpretation and implementation of the terms and provisions of this Plan and (b) the adoption or amendment of such procedures or practices as it deems necessary, helpful or appropriate, in its sole and absolute discretion, for purposes of administering this Plan.
6.12 Procedures and Forms. The Executive Committee of the Board (excluding the Director) may establish and amend such procedures and forms as are appropriate to implement matters under this Plan.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly authorized officer, this ____ day of _______________, 2004, to be effective January 1, 2005.
PULTE HOMES, INC.
By: ________________________
Its:________________________
EXHIBIT 31(a)
CHIEF EXECUTIVE OFFICER'S CERTIFICATION
I, Richard J. Dugas, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulte Homes, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2006 /s/ Richard J. Dugas, Jr. --------------------------------------- Richard J. Dugas, Jr. President and Chief Executive Officer |
EXHIBIT 31(b)
CHIEF FINANCIAL OFFICER'S CERTIFICATION
I, Roger A. Cregg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pulte Homes, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2006 /s/ Roger A. Cregg ----------------------------------- Roger A. Cregg Executive Vice President and Chief Financial Officer |
EXHIBIT 32
CERTIFICATION
PURSUANT TO 18 UNITED STATES CODE Section 1350 AND
RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Pulte Homes, Inc. (the "Company") on Form 10-Q for the period ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned herby certifies that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: May 5, 2006 /s/ Richard J. Dugas, Jr. ------------------------------------------ Richard J. Dugas, Jr. President and Chief Executive Officer /s/ Roger A. Cregg ------------------------------------------ Roger A. Cregg Executive Vice President and Chief Financial Officer |