EXHIBIT 10.2 TOLL BROTHERS, INC. EXECUTIVE OFFICER CASH BONUS PLAN

 

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EXHIBIT 10.2

 

                               TOLL BROTHERS, INC.

                        EXECUTIVE OFFICER CASH BONUS PLAN

           (AS AMENDED AND APPROVED BY STOCKHOLDERS ON MARCH 17, 2005)

 

PURPOSE

 

   The Toll Brothers, Inc. Executive Officer Cash Bonus Plan, as amended (the

"Plan") is designed to reward executive officers of Toll Brothers, Inc. (the

"Company") for achieving corporate performance objectives. The Plan is intended

to provide an incentive for superior work and to motivate participating officers

toward even higher achievement and business results, to increase stockholder

value, to tie their goals and interests to those of the Company and its

stockholders, and to enable the Company to attract and retain highly qualified

executive officers. The Plan is also intended to secure the full deductibility

under the provisions of Section 162(m) of the Internal Revenue Code of 1986, as

amended (the "Code") of the bonus compensation paid under the Plan to the

Company's Covered Employees (as hereinafter defined).

 

ARTICLE I -- DEFINITIONS

 

   1.1    "Board" shall mean the Board of Directors of the Company.

 

   1.2    "Code" shall mean the Internal Revenue Code of 1986, as amended (the

"Code").

 

   1.3    "Committee" shall mean the Compensation and the Stock Based

Compensation Committee for Key Executives and Non- Employee Directors.

 

   1.4    "Company" shall mean Toll Brothers, Inc.

 

   1.5    "Covered Employee" shall mean, with respect to any fiscal year of the

Company, each officer, other than the chief executive officer, whose

compensation for such fiscal year is required to be disclosed to stockholders in

the proxy statement relating to the annual meeting of stockholders of the

Company held during the next fiscal year pursuant to the executive compensation

disclosure rules promulgated by the Securities and Exchange Commission under the

Securities Exchange Act of 1934, as amended.

 

   1.6    "Participant" shall mean, with respect to each Performance Period,

each executive officer, other than the chief executive officer, who has been

designated by the Committee as a Participant in the Plan for such Performance

Period.

 

   1.7    "Performance Goal" shall mean, with respect to a Performance Period,

an objective performance goal or goals that have been established by the

Committee, consistent with the express terms of the Plan, which must be met in

order for any bonus payments to be payable to any Participant in the Plan with

respect to such Performance Period.

 

   1.8    "Performance Period" shall mean the Plan Year or such other period as

may be established as a Performance Period by the Committee from time to time.

 

   1.9    "Plan" shall mean the Toll Brothers, Inc. Executive Officer Bonus Plan

as set forth herein and as may be amended from time to time.

 

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   1.10   "Plan Year" shall mean the Company's fiscal year, beginning on

November 1 and ending on October 31.

 

ARTICLE II - ELIGIBILITY AND PARTICIPATION

 

   2.1    Those executive officers of the Company who are officers at the level

of vice president or above and who are designated as Participants in the Plan

from time to time by the Committee shall be eligible to participate in the Plan.

Prior to or at the time performance objectives are established for a specified

Performance Period, the Committee shall, at its sole discretion, designate in

writing which executive officers are to be Participants in the Plan with respect

to such Performance Period.

 

   2.2    If no specific designation with respect to participation in the Plan

is made by the Committee at the time performance goals are established for a

specified Performance Period, those officers who participated in the Plan with

respect to the immediately prior Performance Period shall be deemed to have been

designated as Participants by the Committee.

 

ARTICLE III -- PERFORMANCE GOALS

 

   3.1    Prior to or within the first ninety (90) days of a Performance Period

the Committee shall establish in writing with respect to such Performance

Period, one or more specific Performance Goals and an objective formula or

method for computing the amount of bonus compensation payable to each

Participant if the specified Performance Goals are attained. Notwithstanding the

foregoing sentence, the Performance Goals for any Performance Period may not be

established after 25 percent of the period of serv