50 of the Top 250 law firms use our Products every day
KB HOME
AMENDED AND RESTATED 1999 INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement (this “Agreement”) is made on
(the “Award Date”) between KB Home, a Delaware
corporation (the “Company”), and
(“Participant”). Capitalized terms used in this
Agreement and not defined herein have the respective meanings given
them in the KB Home Amended and Restated 1999 Incentive Plan (the
“Plan”).
1.
Award . Subject to the terms of the Plan and this
Agreement, the Company hereby awards to Participant an aggregate of
[
] shares of common stock, $1.00 par value per share, of the Company
(the “Award”). Except as provided in this Agreement,
the shares of common stock subject to the Award (the “Award
Shares”) cannot be transferred in any manner. A copy of the
prospectus describing the Plan is included herewith, and available
upon request, and is made a part hereof.
2.
Lapse of Transferability Restrictions (Vesting of Award)
.
|
|
(a)
|
|
Annual Installment
Lapse . The transferability restrictions
imposed by this Agreement and the Plan on the Award Shares will
lapse, and the Award Shares will become freely tradeable, in three
equal annual installments commencing on the first anniversary of
the Award Date; provided, that the Committee may determine
to allow the transferability restrictions to lapse with respect to
all Award Shares on the first anniversary of the Award Date if the
Committee has established conditions for such lapse related to the
performance of the Company or of one or more of its divisions or
units.
|
|
|
|
|
|
|
|
(b)
|
|
Change of Ownership
.
Notwithstanding the
foregoing and subject to Section 3 below, all transferability
restrictions imposed on the Award Shares will immediately lapse,
and the Award Shares will become freely tradeable, upon a Change of
Ownership of the Company.
|
3.
Forfeiture of Award Shares . Participant will
immediately forfeit all rights, title and interests in and to all
Award Shares that are subject to transferability restrictions on
the date Participant’s employment with the Company is
terminated. In such event, Participant will promptly execute any
assignments or endorsements as the Company may require to transfer
beneficial ownership of such Award Shares to the Company or to a
designee of the Company (as determined by the Company in its sole
discretion).
4.
Delivery of Award Shares . The Company will deliver to
Participant as soon as reasonably practicable stock certificate(s)
representing those Award Shares as to which transferability
restrictions have lapsed in accordance with Section 2 above.
No stock certificate will be delivered to Participant unless and
until Participant has paid to the Company the amount of any taxes
the Company is required to withhold in connection with such lapse
of such restrictions. At Participant’s discretion,
Participant may direct the Company to withhold Award Shares
otherwise deliverable to Participant to satisfy any withholding tax
liability that may arise upon the lapse of transferability
restrictions as provided under this Agreement.
5.
Dividends . Cash dividends or other distributions paid
on or in respect of shares of common stock of the Company that are
not restricted and are freely tradeable (“Unrestricted
Shares”) will be equally
|
