2008 HOVNANIAN ENTERPRISES,
INC.
STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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Participant:
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Date of Grant:
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Number of Class A
Shares:
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Grant Price:
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Vesting Schedule:
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Date
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Number of Shares
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Option Termination
Date:
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1. Grant of the Option . For
valuable consideration, receipt of which is hereby acknowledged,
Hovnanian Enterprises, Inc., a Delaware Corporation (The
"Company"), hereby grants the right and option (the "Option") to
purchase, on the terms and conditions hereinafter set forth, all or
any part of an aggregate number of Class A Shares set forth above.
This grant is made subject to the terms and conditions of the 2008
Company Stock Incentive Plan (the "Plan"), which Plan is
incorporated herein by reference and subject to amendments to the
Plan. The purchase price of the Shares subject to the Option (the
"Grant Price") shall be the price per Share set forth above. This
Option is intended to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Internal Revenue Code of 1986
(the "Code") to the extent possible under Section 422 of the Code.
Any portion of the Option which is ineligible to be treated as an
Incentive Stock Option (due to Section 422(d) of the Code or
otherwise) shall be treated as a nonqualified option.
2.
Vesting . This Option will vest in accordance with the
schedule set forth above, subject to Section 3 of this
Agreement.
(i)
In General . The Option must be exercised before the Option
Termination Date set forth above (the "Option Termination Date").
The Participant may exercise
less than the full installment
available to him or her under this Option, but the Participant must
exercise this Option in full shares of the Common Stock of the
Company. The Participant is limited to ten exercises during the
term of this Option.
(ii)
Termination of Employment Other Than Due to Death, Disability or
Retirement . If, prior to the Option Termination Date, the
Participant ceases to be employed by the Company or a subsidiary
thereof (otherwise than by reason of death, Disability or
Retirement), the nonvested portion of the Option shall be canceled
and the vested portion of the Option, to the extent not previously
exercised, shall remain exercisable until the earlier of (a) the
Option Termination Date and (b) the sixtieth (60 th )
day after the date of cessation of employment, and thereafter all
Options, to the extent not previously exercised, shall terminate
together with all other rights hereunder. This Option shall be
wholly void and of no effect after the Option Termination Date. For
purposes of this Agreement, "Disability" shall mean disability
within the meaning of Section 22(e)(3) of the Code, and
"Retirement" shall mean termination of employment on or after age
60, or on or after age 58 with at least 15 years of "Service" to
the Company and its Subsidiaries immediately preceding such
termination of employment. For this purpose, "Service" means the
period of employment immediately preceding Retirement, plus any
prior periods of employment with the Company and its Subsidiaries
of one or more years' duration, unless they were succeeded by a
period of non-employment with the Company and its Subsidiaries of
more than three years' duration.
(iii)
Termination of Employment Due to Death . If, prior to the
Option Termination Date, the Participant ceases to be employed by
the Company or a subsidiary thereof due to the Participant's death,
the Option, to the extent not previously vested and exercised,
shall immediately become fully vested and exercisable and remain
exercisable until the earlier of (i) the Option Termination Date
and (ii) the first anniversary of the Participant's death, and
thereafter all Options, to the extent not previously exercised,
shall terminate together with all other rights hereunder. During
such time, the Option will be exercisable by the person or persons
to whom the Participant's rights under the Option shall pass by
will or by the applicable laws of descent and
distribution.
(iv)
Termination of Employment Due to Disability . If prior to
the Option Termination Date the Participant ceases to be employed
by the Company or a subsidiary thereof by reason of Disability, the
Option, to the extent not previously vested and exercised, shall
immediately become fully vested and exercisable and shall remain
exercisable until the earlier of (i) the Option Termination Date
and (ii) the first anniversary of the date of cessation of
employment due to Disability, by the Participant or his or her
designated personal representative on the Participant's behalf, and
thereafter all Options, to the extent not previously exercised,
shall terminate together with all other rights
hereunder.
(v)
Termination of Employment Due to Retirement . If prior to
the Option Termination Date the Participant ceases to be employed
by the Company or a subsidiary thereof due to Participant's
Retirement, the Option, to the extent not previously vested and
exercised, shall immediately become fully vested and exercisable
and remain exercisable until the earlier of (i) the Option
Termination Date and (ii) the first anniversary of the
Participant's Retirement, and thereafter all Options, to the extent
not previously exercised, shall terminate together with all other
rights hereunder.
(b) Method of
Exercise . Subject to the provisions of the Plan, this Option
may be exercised by written notice to the Company stating the
number of shares with respect to
Incentive Stock Option
Agreement
Page 2
which it is being exercised and
accompanied by payment of the Option Price (a) by certified or bank
cashier's check payable to the order of the Company in New York
Clearing House Funds, (b) by surrender or delivery to the Company
of shares of its Common Stock that have been held by the
Participant for at least six months (or such other period of time
as may be determined by the Board of Directors), or (c) in any
other form acceptable to the Company together with payment or
arrangement for payment of any federal income or other tax required
to be withheld by the Company. As soon as practical after receipt
of such notice and payment, the Company, shall, without
transfer