EXHIBIT 10.5
AMENDMENT TO THE TOLL BROTHERS, INC.
KEY EXECUTIVES AND NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN (1993)
WHEREAS, the Board of Directors (the
“Board”) of Toll Brothers, Inc. (the
“Company”) has determined to amend the Toll Brothers,
Inc. Key Executives and Non-Employee Directors Stock Option Plan
(1993) (the “Plan”) so as to make clear that options
may be exercised by means treating a portion of an option as having
been relinquished in payment of all or a portion of the option
exercise price required to be paid pursuant to the terms of the
option; and
WHEREAS, the Board is authorized to
amend the Plan pursuant to Section 10 of the Plan, subject to
certain terms and conditions set forth therein;
NOW, THEREFORE, the Plan is hereby
amended as follows:
1. Section 6(c) of the Plan
is revised in its entirety to read:
“(c) Medium of
Payment . An Optionee shall pay for Option Shares:
(i) in
cash;
(ii) by
certified check payable to the order of the Company; or
(iii)
by such other mode of payment as the Committee may approve,
including, but not limited to, (x) payment through a broker in
accordance with procedures permitted by Regulation T of the
Federal Reserve Board, or (y) a deemed payment by means of a
net issuance of shares. If a net issuance of shares is permitted
under the terms of an Option Document, the exercise of the Option
shall be treated in the following manner: Upon notice of exercise,
the Optionee shall be deemed, as of the date of exercise, to have
received all of the shares of Common Stock subject to the Option
(or such portion of such shares as corresponds to the portion of
the Option being exercised), and shall simultaneously be deemed to
have delivered back to the Company that number of such shares as
have a fair market value (determined as of the date of exercise)
equal to the O
