Consulting Agreement (14K)
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CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into as of
March 31, 2002 by and between David W. Quinn ("Quinn"), an individual residing
in Dallas County, Texas and Centex Corporation, a Nevada corporation, with
offices in Dallas County, Texas.
RECITALS
Quinn has retired from employment with Centex Corporation and its
Affiliates as of March 31, 2002. However, Quinn will continue to serve on the
Boards of Directors of both Centex Corporation and CXP, as is set forth below.
Centex Corporation and Quinn have agreed that beginning April 1, 2002 and
ending March 31, 2007 Centex Corporation will retain Quinn as a consultant,
subject to the terms and conditions of this Agreement.
WITNESSETH
NOW THEREFORE, in consideration of the covenants herein set forth, Centex
Corporation and Quinn agree as follows:
1. DEFINITIONS. For the purposes of this Agreement, the following definitions
shall apply unless the context requires otherwise.
a. "Affiliate" shall mean any entity or corporation that controls, is
controlled by, or is under common control with Centex Corporation.
b. "Compensation Committee" shall mean the Compensation and Stock
Option Committee of the Board of Directors of Centex Corporation.
c. "Consulting Period" shall mean the period beginning on April 1, 2002
and ending on March 31, 2007, unless sooner terminated under the
terms of this Agreement.
d. "CXP" shall mean Centex Construction Products, Inc., a Delaware
corporation.
e. "Effective Date" shall mean April 1, 2002.
2. CONSULTING SERVICES AND COMPENSATION.
a. Consulting Period: On April 1, 2002 Quinn shall be retained by
Centex Corporation for the Consulting Period.
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b. Services During Consulting Period: Quinn's duties to Centex
Corporation as a consultant during the Consulting Period shall be to
assist Centex Corporation and its Affiliates with, among other
matters, the following:
i. pending litigation in the U.S. Court of Federal Claims
entitled Centex Corporation and CTX Holding Company v. United
States of America, including the damages award and any future
appeals;
ii. acquisitions from a structural standpoint;
iii. pursuit of new speciality acquisition opportunities;
iv. strategic business and financial planning, including related
tax matters;
v. dispositions and restructuring;
vi. special reviews or examinations; and
vii. corporate structural planning.
c. Compensation During Consulting Period: During the Consulting Period,
with the understanding that Quinn will not accept full-time
employment with any third party until April 1, 2004, Centex
Corporation shall pay Quinn as follows:
i. $400,000 per year for the first 24 months. Such amounts shall
be paid as depicted on the schedule described in section 2. c.
iii. below.
ii. Until March 31, 2007 Centex Corporation shall provide Quinn
with such medical and dental coverages as were being provided
to Quinn as an employee of Centex Corporation at March 31,
2002. The provision of such coverage will be subject to any
changes of general application in the programs which provide
such coverages to employees of Centex Corporation.
iii. Prior to the conclusion of fiscal year 2001 Quinn and Centex
Corporation agreed that, with respect to such year, payment of
Quinn's annual bonus and payment of cash to Quinn in lieu of
his annual stock option award would be deferred until April
2002, and such deferred payments would accrue interest at the
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