<PAGE>
EXHIBIT 10.1
------------
ADVISORY AND NON-COMPETITION AGREEMENT
--------------------------------------
This Advisory and Non-Competition Agreement (hereinafter
sometimes
referred to as the "Agreement"), as of
November 1, 2004, is by and between Toll
Brothers, Inc. (hereinafter "Company") and
Bruce E. Toll (hereinafter "BET").
WHEREAS, BET, a founder of the Company, was employed by the Company
for
many years as its President, Chief
Operating Officer and Secretary and in
various capacities with respect to the
Company's subsidiaries, and, more
recently, has been and continues to be
retained under a Consulting and
Non-Competition Agreement, dated March 5,
1998, as amended by an Amendment
Agreement, dated June 6, 2000 (sometimes
referred to herein collectively as
"Original Consulting Agreement").
WHEREAS, BET's term under the Original Consulting Agreement expires
as
of October 31, 2004;
WHEREAS, the Company desires to have the valuable and special
knowledge, expertise and services of BET
available to the Company on a
continuing basis after expiration of the
Original Consulting Agreement, and the
Company further desires that BET preserve
the Company's confidences and not
compete with the Company upon termination
of his services under this Agreement
or otherwise; and
WHEREAS, BET, during his many years of service with the Company
in
executive and other capacities, has gained
knowledge and received information
concerning the Company's business and
operations of a proprietary and
confidential nature;
<PAGE>
WHEREAS, in recognition of BET's continuing contributions to
the
Company and in exchange for BET's covenants
contained herein, the Company
desires to employ BET and provide him with
the benefits contained in this
Agreement.
NOW, therefore, in consideration of the mutual obligations and
promises
contained herein, and intending to be
legally bound, Company and BET hereby
agree as follows:
1.
Recitals. The foregoing recitals are hereby incorporated by
reference as if set forth fully herein.
2. Services; Term, and Title. During the three (3) year period
commencing November 1, 2004 and ending
October 31, 2007 (hereinafter "Term,"
which shall include any written
extensions), the Company agrees to employ BET as
follows: BET agrees to make himself
available to the Company and, in particular,
to the Chairman of the Board and Chief
Executive Officer of the Company
("Chairman"), on a reasonable basis and at
reasonable times and places so as not
to interfere with BET's other business
interests, to consult with the Company
and the Chairman concerning matters within
his knowledge or expertise. BET's
services shall, among other things, include
providing advice, assistance,
information and recommendations with regard
to suitable investments to be made
by the Company relating to or compatible
with the real estate industry. BET's
title, in connection with his services
hereunder, shall be Special Advisor to
the Chairman.
3. Compensation. In consideration of BET's continued availability
and
services to the Company, as provided in
Paragraph 2, hereof, and in further
consideration other agreements of BET
herein, including BET's covenants as set
forth in Paragraphs 6, 7, 8 and 9, hereof,
the Company agrees to pay BET the sum
of $675,000 during each year of the Term,
payable in accordance with the
Company's regular pay schedule (which is
currently every two weeks).
-2-
<PAGE>
4. Health Insurance. BET will continue to be entitled during the
term
of this Agreement to group health insurance
of the type and amount currently
being provided to Company executives.
5. Termination.
(a) Except as provided in Paragraph 5(b), hereof, in the event,
and
at such time as, (i) BET's services are
terminated by the Company before the end
of the Term or (ii) this Agreement is not
renewed or extended on terms mutually
acceptable to the Company and BET, BET
shall be entitled, so long as BET is in
compliance with the provisions of
Paragraphs 6, 7, 8 and 9 of this Agreement, to
payment of the annual amount payable to him
pursuant to Section 3, hereof, over
the three year period starting as of the
Termination Date, defined below, in the
same manner as payments are to be made
pursuant to Section 3 hereof. For these
purposes, the term Termination Date means
the date as of which BET's services
hereunder are terminated by the Company or
the last day of the Term of this
Agreement (or any written extension
thereof).
(b) The payments provided for under Section 5(a), hereof, shall
not
be made if (i) the termination of BET's
services or the non-renewal or
non-extension of this Agreement is in
connection with BET's death or disability,
(ii) the termination of BET's services or
the non-renewal or non-extension of
this Agreement is for Cause, or (iii) BET
voluntarily terminates this Agreement.
For these purposes, the term "Cause" shall
mean any act that constitutes
embezzlement, theft, commission of a felony
or proven dishonesty in the course
of BET's services with the Company, any
material violation of Paragraphs 6, 7,
8, or 9 of this Agreement, or any willful
refusal to perform the normal duties
of BET's position.
(c) BET agrees that his benefit under the Company's
Supplemental
Executive Retirement Plan ("SERP") shall
commence to be paid to him by reason
of, and following, his separation from
service, as provided for under the terms
-3-
<PAGE>
of the SERP, as amended to comply with
applicable provisions of the Internal
Revenue Code (the "Code") and applicable
Treasury Regulations, including new
Code Section 409A added by the American
Jobs Creation Act of 2004; provided,
however, that such payments on account of
BET's separation from service shall
not commence until the third anniversary of
his separation from service (which
is intended to coincide with the three year
non-competition period(s) referred
to in Paragraphs 6(i) and (ii) hereof).
6. Non-Compete. During the longer of (i) the Term and for a period
of
three years thereafter, (ii) three years
after any other termination of this
Agreement, re
