TOLL BROTHERS, INC. STOCK INCENTIVE PLAN (1998) STOCK AWARD
EXHIBIT 10.3
TOLL
BROTHERS, INC. STOCK INCENTIVE PLAN (1998)
This Stock Award (the “Award Agreement”) constitutes
an Award Agreement in connection with the grant of an Award by
Toll Brothers, Inc. (the “Company”) pursuant to the
terms of the Toll Brothers, Inc. Stock Incentive Plan (1998)
(the “1998 Plan”). This Award consists of a grant of
96,586 shares of Common Stock (the “Award
Shares”), granted on this 5th day of January, 2007
(the “Date of Grant”) to Xxxxxx X. Xxxx (the
“Grantee”), and is subject to all applicable terms and
conditions set forth in the 1998 Plan.
1. Definitions. All
capitalized terms contained in this Award Agreement shall have
the meaning set forth in the 1998 Plan unless otherwise defined
herein or as may be required by the context.
2. Purchase Price. The
purchase price per share for the Award Shares shall be $31.06,
which was the closing price of the Company’s common stock
on the New York Stock Exchange on the Date of Grant. Grantee
shall deliver to the Company on the Date of Grant the aggregate
purchase price (the “Purchase Price”) for the Award
Shares.
3. Restrictions on the Award
Shares. Grantee shall not be permitted to
sell, transfer, pledge or assign the Award Shares at any time
except to the extent such Award Shares have become vested
pursuant to the terms of this Award Agreement or the 1998 Plan.
The period during which such restrictions are effective is
referred to herein as the “Restricted Period.” The
Company shall, in its discretion, either maintain possession of
the certificates respecting the Award Shares, place the
certificates in the custody of an escrow agent for the period
the Award Shares are not vested, or transfer certificates to the
Grantee; provided, however, that such certificates shall be
legended in a manner determined to be appropriate by the
Committee that indicates such restrictions as are in effect with
respect to the Award Shares evidenced by such certificates.
4. Lapse of
Restrictions. Subject to the terms and
conditions set forth herein and in the 1998 Plan, the
restrictions set forth in Paragraph 3 with respect to the
Award Shares shall lapse (and the Award Shares shall be
considered as “vested”) with respect to one-half (1/2)
of the Award Shares on the first anniversary of the Date of
Grant, and with respect to the remaining Award Shares on the
second anniversary of the Date of Grant (each such date being a
“Vesting Date”); provided, however, that such
restrictions shall lapse on such dates only if the Grantee has
been an employee of the Company or a member of the
Company’s Board of Directors (the “Board”)
continuously from the Date of Grant through such Vesting Date.
Except as otherwise provided, Grantee shall be required to
transfer back to the Company any Award Shares that have not
become vested as of the date Grantee’s service as an
employee of the Company and as a member of the Board terminates
upon payment to Grantee of the lesser of (a) the Purchase
Price paid by Grantee for the Award Shares, and (b) the
fair market value of the Award Shares as of the date of such
termination of employment or service.
5. Vesting Date on Death or
Disability. Notwithstanding the foregoing,
the Grantee’s Award Shares shall, if not already vested,
become fully vested in the event the Grantee’s service as
an employee of the Company or as a member of the Board
terminates by reason of the Grantee’s death or by reason of
the grantee’s “disability” (as that term is used
for purposes of the 1998 Plan).
6. Vesting on Change of
Control. In the event there is a Change of
Control while Grantee is employed by the Company or serving as a
member of the Board, Xxxxxxx’s Award Shares shall
immediately become fully vested.
7. Vesting on
Retirement. Notwithstanding the foregoing,
the Grantee’s Award Shares shall, if not already vested,
become fully vested in the event the Grantee’s service as
an employee of the Company or as a member of the Board
terminates by reason of the Grantee’s
“retirement” from the Company. For purposes of this
Agreement “retirement” shall be defined as Grantee
voluntarily terminating his service to the Company after
reaching the age of 62 and, not engaging directly or indirectly
as a proprietor, equity holder, investor (except as a passive
investor not holding more than 5% of the outstanding capital
stock of a publicly held company), lender, partner, director,
officer, employee, consultant or representative in the
“Home Building Business”, as determined by the Board.
As used herein, the term “Home Building Business”
shall generally means any business determined by the Board to be
involved in the acquisition, development or improvement of any
real estate for potential residential use, or the purchase,
construction, development, marketing or sale of single or
multi-family residential units or any other business which
competes with the Company as determined by the Board.
8. Rights of Grantee. During
the Restricted Period, Grantee shall have the right to vote the
Award Shares and to receive dividends. Stock dividends received
with respect to the Award Shares shall be subject to the same
restrictions as the Award Shares.
9. Notices. Any notice to
the Company under this Agreement shall be made in care of the
Committee to the office of the General Counsel, at the
Company’s main offices. All notices under this Agreement
shall be deemed to have been given when hand delivered or
mailed, first class postage prepaid, and shall be irrevocable
once given.
10. Securities Laws. The Committee may
from time to time impose any conditions on the Award Shares as
it deems necessary or advisable to ensure that Shares are issued
and resold in compliance with the Securities Act of 1933, as
amended.
11. Delivery of
Shares. Within ten (10) business days of
any Vesting Date, the Company shall, without payment from the
Grantee (or the person to whom ownership rights may have passed
by will or the laws of descent and distribution) for the Award
Shares, (i) deliver to the Grantee (or such other person) a
certificate for the Award Shares or (ii) if consented to by
the Grantee (or such other person), deliver electronically to an
account designated by the Grantee (or such other person) the
Award Shares, in either case without any legend or restrictions,
except for such restrictions as may be imposed by the Committee,
in its sole judgment. The Company may condition delivery of the
Award Shares upon the prior receipt from Grantee (or such other
person) of any undertakings which it may determine are required
to assure that the Award Shares are being issued in compliance
with federal and state securities laws. The right to payment of
any fractional Shares shall be satisfied in cash, measured by
the product of the fractional amount times the fair market value
of a Share on the Vesting Date, as determined by the Committee.
12. Award Not to Affect
Service. The Award granted hereunder shall
not confer upon Grantee any right to continue as an employee of
the Company or as a member of the Board or to serve in any other
capacity for the Company or any Affiliate.
13. Amendment to Award
Agreement. Notwithstanding anything contained
herein to the contrary, the Committee shall have the authority
to amend or modify the terms and conditions set forth in this
Award Agreement if the Committee determines, at its discretion,
that any such amendment or modification is necessary or
appropriate; provided, however, that the terms of this Award
Agreement may not be changed in a manner that is unfavorable to
the Grantee without the Grantee’s consent.
14. Miscellaneous.
(a) The address for Grantee to which notice, demands and
other communications to be given or delivered under or by reason
of the provisions hereof shall be the Grantee’s address as
reflected in the Company’s personnel records.
(b) Grantee acknowledges receipt of a copy of the 1998 Plan
prospectus, included in which is a summary of the terms of the
1998 Plan and a copy of which is annexed hereto. The summary
contained therein is qualified in its entirety by reference to
the terms of the 1998 Plan, copies of which are available with
the Company’s public filings with the United States
Securities and Exchange Commission at xxx.xxx.xxx, or by
oral or written request directed to the Company. The Grantee
represents that
he/she is
familiar with the terms and provisions of the 1998 Plan, and
hereby accepts the Award subject to all of the terms and
provisions thereof. Xxxxxxx agrees to hereby accept as binding,
conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the 1998 Plan or this
Agreement. Xxxxxxx authorizes the Company to withhold in
accordance with applicable law from any compensation payable to
him/her any taxes required to be withheld be federal, state or
local law in connection with the Award.
(c) The validity, performance, construction and effect of
this Award shall be governed by the laws of Pennsylvania,
without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, this Award Agreement has been executed on
this 5th day of January, 2007.
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TOLL BROTHERS, INC.
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GRANTEE: | |
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By: Xxxx
X. Xxxxxxx
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Xxxxxx X. Toll | |
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Name: Xxxx X. Xxxxxxx
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Xxxxxx X. Toll | |
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Title: Chief
Financial Officer
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