UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 24, 2006 (February 23, 2006)
Centex Corporation
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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1-6776
(Commission File Number)
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75-0778259
(IRS Employer
Identification No.) |
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2728 N. Harwood Street, Dallas, Texas
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75201 |
(Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number including area code: (214) 981-5000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Amendment of Executive Employment Agreement
On February 23, 2006, Centex Corporation (the “Corporation”) announced that Leldon E. Echols
will leave his position as Executive Vice President and Chief Financial Officer of the Corporation,
and that his employment by the Company will terminate, effective June 30, 2006. In connection with
the anticipated departure of Mr. Echols, the Corporation and Mr. Echols entered into an amended and
restated employment agreement dated as of February 23, 2006. During the period until June 30,
2006, Mr. Echols will continue to serve in his current position and to receive the salary and other
compensation, benefits and perquisites applicable to his position. Incentive compensation for
Fiscal 2006, which ends March 31, 2006, will be paid in May in the same manner as for other senior
Centex executives except that the portion of the annual long-term incentive award that was to have
been awarded in options will instead be paid in deferred cash of equivalent value. Under the
restated agreement, and consistent with the severance provisions of his current employment
agreement, Mr. Echols will receive a severance payment of two times his base salary on the
termination date payable in a lump sum on or about June 30, 2006. The restated agreement provides
that his stock options and deferred cash awards that would have vested between June 30, 2006 and
December 31, 2007 will be vested on June 30, 2006. In addition, the restrictions on his shares of
restricted stock that would have lapsed between June 30, 2006 and December 31, 2007 will lapse on
June 30, 2006. The stock options may be exercised within the periods provided in the applicable
equity plans (generally 4 or 7 months after the termination of employment). The restated agreement
also contains provisions with respect to other matters, including releases of claims, preservation
of trade secrets and confidential information, non-competition and non-solicitation. The above
description of the restated employment agreement does not purport to be complete and is qualified
in its entirety by reference to the restated employment agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Item 5.02(b)
On February 23, 2006, the Corporation announced that Mr. Echols will leave his position as
Executive Vice President and Chief Financial Officer of the Corporation, and that his employment by
the Company will terminate, effective June 30, 2006. In connection with the departure of Mr.
Echols, the Corporation and Mr. Echols entered into an amended and restated employment agreement
dated as of February 23, 2006. The Board of Directors of the Corporation expressed its
appreciation to Mr. Echols for his contribution as an officer of the Corporation and for his
assistance in ensuring an orderly transition upon his departure. Mr. Echols’ departure is
unrelated in any manner to any past, present or contemplated
accounting or finance issue or to any disagreement over accounting treatment or policy. The
material terms of Mr. Echols’ amended and restated employment agreement are described under Item
1.01 above and are incorporated by reference into this Item 5.02(b). A copy of the press release
announcing Mr. Echols’ resignation is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Description |
10.1
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Agreement dated as of February 23, 2006, between the
Corporation and Leldon E. Echols |
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99.1
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Press release dated February 23, 2006 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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CENTEX CORPORATION
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By: |
/s/ James R. Peacock III
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Name: |
James R. Peacock III |
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Title: |
Vice President, Deputy General Counsel
and Secretary |
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Date: February 24, 2006