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Exhibit
10.2
D.R. HORTON,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
(Employee - Term
Vesting)
, 200X
WHEREAS,
(hereinafter called the “Participant”) is a key
employee of D.R. Horton, Inc., a Delaware corporation (hereinafter
called the “Company”);
WHEREAS, the grant of
Options to the Participant effective
, 200X (the “Date of Grant”), and the execution of a
Stock Option Agreement in the form hereof has been duly authorized
by a resolution of the Committee duly adopted on
, 200X, and incorporated herein by reference; and
WHEREAS, the option
granted hereby is intended to be a non-qualified stock option and
shall not be treated as an “incentive stock option”
within the meaning of that term under Section 422 of the
Code.
NOW, THEREFORE,
effective as of the Date of Grant, the Company hereby grants to the
Participant a non-qualified option pursuant to the Company’s
2006 Stock Incentive Plan (the “Plan”) to purchase
shares of Common Stock at the price of
Dollars ($
) per share (the “Option Price”), and agrees to
either cause certificates for any shares purchased hereunder to be
delivered to the Participant or to register the Shares in book
entry form (as determined by the Administrator) upon payment of the
aggregate Option Price in full, all subject, however, to the terms
and conditions hereinafter set forth. Capitalized terms used in
this Agreement that are not otherwise defined in this Agreement are
used as defined in the Plan.
1. (A) This
option (until terminated as hereinafter provided) shall become
exercisable as follows:
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Time Period
After Date of Grant
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Number of Shares
for
Which Option is Exercisable
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Except as otherwise provided in
paragraph 3, this option shall be exercisable only if the
Participant shall have been in the continuous employ of the Company
or any Subsidiary from the date hereof until this option is
exercised. For the purposes of this paragraph, leaves of absence
approved by the Board for illness, disability, military or
governmental service, or other cause, shall be considered as
employment. To the extent exercisable, this option may be exercised
in whole or in part from time to time.
(B) Notwithstanding
the provisions of subparagraph (A) of this paragraph 1, this
option shall be exercisable to the extent of 100% of the shares
hereinabove specified upon
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the occurrence of any Change in Control
(as hereinafter defined) of the Company. For purposes of this
Agreement, a “Change in Control” means the occurrence
of any of the following events:
(i) A merger, consolidation
or reorganization of the Company into or with another corporation
or other legal person if the stockholders of the Company,
immediately before such merger, consolidation or reorganization, do
not, immediately following such merger, consolidation or
reorganization, then own directly or indirectly, more than 50% of
the combined voting power of the then-outstanding voting securities
of the corporation or other legal person resulting from such
merger, consolidation or reorganization in substantially the same
proportion as their ownership of Voting Securities (as hereinafter
defined) immediately prior to such merger, consolidation or
reorganization;
(ii) The Company sells all or
substantially all of its assets to another corporation or other
legal person, or there is a complete liquidation or dissolution of
the Company;
(iii) There is a report filed
on Schedule 13D or Schedule 14D-l (or any successor schedule, form
or report), each as promulgated pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”),
disclosing that any person (as the term “person” is
used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the combined voting power of
the then-outstanding voting securities of the Company
(“Voting Securities”) (computed in accordance with the
standards for the computation of total percentage ownership for the
purposes of Schedule 13D or Schedule 14D-
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