KB HOME
2001 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
This agreement dated the 1st day
of October, 2009
1. Pursuant to the provisions of the KB
HOME 2001 Stock Incentive Plan (the “Plan”), KB HOME
(the “Company”) on the date set forth above has granted
to [RECIPIENT] (the “Optionee”), an option (the
“Option”) to purchase from the Company an aggregate of
[SHARE #] shares of Common Stock, $1.00 par value, of the Company
(“Common Stock”), at the purchase price of $XX.XX per
share, the Option to be exercisable as hereinafter provided. A copy
of the prospectus describing the Plan is attached hereto and made a
part hereof.
2. Subject to the terms and conditions of
the Plan and action taken pursuant to the Plan, both of which may
modify the terms hereof, the shares may be purchased in accordance
with the following schedule if the Optionee is employed by the
Company or its subsidiaries on the date indicated:
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On or After
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Shares Subject to
Purchase
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33 1/3% of Grant
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an additional
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33 1/3% of Grant
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an additional
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33 1/3% of Grant
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Notwithstanding
the foregoing, subject to the limitations set forth below, 100% of
the Options granted hereunder will vest and become immediately
exercisable upon a Change of Ownership of the Company, as provided
under the applicable terms of the Plan, or upon the
Optionee’s Retirement. “Retirement” means
severance from employment with the Company or its Subsidiaries for
any reason other than a leave of absence, termination for cause,
death or disability, at such time as the sum of the
Optionee’s age and years of service with the Company or its
Subsidiaries equals at least 65 or more, provided that the Optionee
is then at least 55 years of age. Whether Optionee’s
severance from employment with the Company results from disability
or termination for cause shall be determined solely by the Company
in its discretion.
3. Without limiting the generality of
paragraph 1 hereof, it is understood and agreed that the Option is
subject to the following conditions:
(a) the Option shall in any event cease to
be exercisable and shall expire and terminate to the extent not
exercised on the earlier of (1) the close of business on
October 1, 2019; (2) 90 calendar days after the
termination of the Optionee’s employment with the Company or
its subsidiaries for any reason other than for cause (as determined
by the Company) or Retirement; (3) the date specified in
subparagraph (a)(1) of this paragraph 3 in the event of
Optionee’s Retirement, or (4) five (5) calendar
days after the date of Optionee’s termination of employment
if Optionee’s employment is terminated for cause (as
determined by the Company).
(b) the Option shall not be transferred
except to a “family member” (as such term is defined in
the applicable rules of the Securities and Exchange Commission
relating to the Registration Statement under which the shares
underlying the Options are registered) in accordance with such
procedures as may be established by the Company from time to time,
or by will or the laws of descent and distribution and, during the
lifetime of the Optionee, shall be exercised only by the Optionee,
unless the Option has transferred to a “family member”
as contemplated herein. No transfer to a “family
member” as contemplated herein shall be effective unless
Optionee and Optionee’s designated transferee(s) complies
with all procedures established by the Company from time to time
for effecting such transfer, including signing an agreement to that
effect; and
