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KB HOME
2001 STOCK INCENTIVE PLAN
STOCK RESTRICTION AGREEMENT
THIS STOCK
RESTRICTION AGREEMENT (this “Agreement”) is made as of
[_______________] (herein the “Effective Date”) by and
between KB HOME, a Delaware corporation (the “Company”)
and [_______________] (the “Participant”).
By action of the
Management Development and Compensation Committee (the
“Committee”) taken on [_______________] (the
“Committee Action”), the Company desires to award the
Participant shares of restricted common stock of the Company, par
value $1.00 per share (“Stock”) under the 2001 Stock
Incentive Plan (the “Plan”).
In consideration
of the provisions contained in this Agreement and with reference to
the foregoing Recitals, the Company and the Participant agree as
follows:
1.
Award . As of the Effective Date, the Company shall issue to
the Participant [_______________] shares of Stock (the
“Award”), subject to the terms and conditions set forth
in this Agreement, the Plan, and the Committee Action. The
certificate(s) representing shares of Stock granted pursuant to the
Award shall not be delivered to the Participant until the lapse of
the restrictions on transferability in accordance with Paragraphs
2, 4 and 5 of this Agreement. Prior to such lapse, the
certificate(s) shall be held by the Company in escrow pursuant to
Section 7(d) of the Plan along with a stock power duly endorsed in
blank by the Participant.
2. Lapse
of Restrictions . The restrictions imposed by this Agreement
and the Plan with respect to the shares covered by this Award shall
lapse on the business day next following the third anniversary of
the Effective Date. Subject to the exceptions set forth in section
4 below, the restrictions imposed by this Agreement shall lapse
only if Participant continues to be employed by the Company on the
third anniversary of the Effective Date.
3.
Parties’ Obligations . Following the lapse of
restrictions, the Company shall deliver to the Participant as soon
as practicable certificate(s) representing those shares as to which
restrictions have lapsed in accordance with Paragraphs 2, 4 or 5,
as the case may be.
4.
Termination of Employment . Except as set forth in
Paragraph 5 below, upon termination of the Participant’s
employment with the Company by the Company for “Cause”
(as determined by the Company) or by the Participant without
“Good Reason” (as determined by the Company), the
Participant’s right, title and interest in those shares
granted pursuant to the Award as to which the restrictions shall
not have lapsed at the time of such termination of employment shall
immediately terminate. The Participant shall forthwith execute such
further assignments or endorsements as the Company may require to
effect the transfer of benef
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