0001193125-04-135806 Sample Contracts

DOMINION HOMES, INC. STOCK OPTION AGREEMENT (Directors’ Nonqualified Stock Option)
Stock Option Agreement • August 9th, 2004 • Dominion Homes Inc • Operative builders • Ohio

Dominion Homes, Inc., an Ohio corporation (the “Company”), hereby grants an option (this “Option”) to purchase its common shares, without par value (the “Shares”), to the Optionee named below. The terms and conditions of this Option are set forth in this Agreement (which includes this cover sheet), in the Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached.

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Dominion Homes Inc • Operative builders • Ohio

THIS AMENDMENT NO 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into at Columbus, Ohio, as of June 30, 2004, by and among (a) Dominion Homes, Inc. (the “Company”), (b) the institutions from time to time party to the Credit Agreement (as defined below) signatory hereto (individually a “Lender” and collectively the “Lenders”), and (c) The Huntington National Bank (“Huntington”) in its separate capacity as administrative agent for the Lenders and issuing banks under the Credit Agreement (with its successors in such capacity, the “Administrative Agent”). This Amendment amends and modifies a certain Second Amended and Restated Credit Agreement dated as of December 3, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) by and among (a) the Company, as borrower, (b) the Lenders, as lenders, (c) KeyBank National Association, as Syndication Agent, (d) U. S. Bank National Association, as Documentation Agent,

DOMINION HOMES, INC. AMENDED AND RESTATED 2003 STOCK OPTION AND INCENTIVE EQUITY PLAN STOCK OPTION AGREEMENT (Employees’ Nonqualified Stock Option)
Incentive Equity Plan • August 9th, 2004 • Dominion Homes Inc • Operative builders • Ohio

Dominion Homes, Inc., an Ohio corporation (the “Company”), hereby grants an option (this “Option”) to purchase its common shares, without par value (the “Shares”), to the Optionee named below. The terms and conditions of this Option are set forth in this Agreement (which includes this cover sheet), in the Dominion Homes, Inc. Amended and Restated 2003 Stock Option and Incentive Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached.

DOMINION HOMES, INC. AMENDED AND RESTATED 2003 STOCK OPTION AND INCENTIVE EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 9th, 2004 • Dominion Homes Inc • Operative builders • Ohio

Dominion Homes, Inc., an Ohio corporation (the “Company”), hereby grants its common shares, without par value (the “Shares”), to the Recipient named below, subject to the restrictions contained herein. The terms and conditions of this grant are set forth in this cover sheet, in the attached Agreement, the Dominion Homes, Inc. Amended and Restated 2003 Stock Option and Incentive Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached.

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