Exhibit 4.3
MERITAGE HOMES
CORPORATION
NON-QUALIFIED STOCK OPTION
AGREEMENT
This Non-Qualified Stock Option
Agreement (“ Agreement ”) is between Meritage
Homes Corporation (“ Company ”) and
(the “ Optionee ”), as of the
day of
,
2006 (“ Date of Grant ”).
RECITALS
A.
The Company has adopted the Meritage
Homes Corporation 2006 Stock Incentive Plan (“ Plan
”) to provide incentives to attract and retain those
individuals whose services are considered unusually valuable by
providing them an opportunity to own stock in the
Company.
B.
The Company believes that entering
into this Agreement with the Optionee is consistent with those
purposes. Any capitalized term not defined in this Agreement will
have the meaning as set forth in the Plan.
NOW, THEREFORE, the Company and
Optionee agree as follows:
AGREEMENT
1.
GRANT OF OPTION
. Subject to the terms of this
Agreement and Article 7 of the Plan, the Company grants to the
Optionee the right and option to purchase from the Company for cash
all or any part of an aggregate of
shares of Common Stock (“ Option ”) of the
Company (“ Stock ”). The delivery of any
document evidencing the Option is subject to the provisions of
Section 7.1(d) of the Plan. The Option granted under this Agreement
is not intended to be an “incentive stock
option” under Section 422 of the Internal Revenue Code of
1986, as amended.
2.
PURCHASE PRICE
. The purchase price under this
Agreement is
$
per share of Stock, as determined by the Committee, which shall not
be less than the Fair Market Value of a share of Stock on the Date
of Grant.
3.
VESTING OF
OPTION . The Option
shall vest and be exercisable according to the following
schedule:
[insert vesting
schedule]
4.
EXERCISE OF
OPTION . This Option
may be exercised, to the extent vested (under 3 above), in whole or
in part at anytime before the Option expires by delivery of a
written notice of exercise (under 5 below) and payment of the
purchase price. The purchase price may be paid in cash or such
other method permitted by the Committee under Section 7.1(c) of the
Plan and communicated to the Optionee before the date the Optionee
exercises the Option.
5.
METHOD OF EXERCISING
OPTION . Subject to
the terms of this Agreement, the Option may be exercised by timely
delivery to the Company of written notice, which notice shall be
effective on the date received by the Company. The notice shall
state the Optionee’s election to exercise the Option and the
number of underlying shares in respect of which an election to
exercise has been made. Such notice shall be signed by the
Optionee, or if the Option is exercised by a person or persons
other than the Optionee because of the Optionee’s death, such
notice must be signed by such other person or persons and shall be
accompanied by proof acceptable to the Company of the legal right
of such person or persons to exercise the Option.
