Common use of Conversion of Incentive Units to Common Stock Clause in Contracts

Conversion of Incentive Units to Common Stock. In connection with the IPO, the Company will convert from a Delaware limited liability company to a Delaware corporation. At the time of such conversion, the 33 1/3 Tier I Incentive Units allocated to Executive under the Prior Agreement will be converted to shares of Common Stock, $0.01 par value, of the Company (“Common Stock”), subject to adjustment pursuant to [ ], and the 33 1/3 Tier II Incentive Units allocated to Executive under the Prior Agreement will be converted to shares of Common Stock, subject to adjustment pursuant to [ ] (the Common Stock issued to the Executive for his Tier I and Tier II Incentive Units collectively being referred to as the “Issued Common Stock”). Executive shall become a stockholder of the Company with respect to all Issued Common Stock (whether vested or unvested) and shall have all the rights of a stockholder, including the rights to vote those shares and to receive any dividends or distributions made with respect to those shares and any shares or other property received in respect of those shares; provided, however, any non-cash dividend or distribution with respect to the Issued Common Stock shall be deposited with the Company and shall be subject to the same restrictions (including vesting provisions) as the shares of Issued Common Stock with respect to which such dividend or distribution was made.

Conversion of Incentive Units to Common Stock. In connection with the IPO, the Company will convert from a Delaware limited liability company to a Delaware corporation. At the time of such conversion, the 33 1/3 Tier I Incentive Units allocated to Executive under the Prior Agreement will be converted to 76,815 shares of Common Stock, $0.01 par value, of the Company (“Common Stock”), subject to adjustment pursuant to [ ]the Plan of Conversion of TRI Pointe Homes, LLC made and entered into effective as of January 30, 2013 (the “Plan of Conversion”), and the 33 1/3 Tier II Incentive Units allocated to Executive under the Prior Agreement will be converted to 718,568 shares of Common Stock, subject to adjustment pursuant to [ ] the Plan of Conversion (the Common Stock issued to the Executive for his Tier I and Tier II Incentive Units collectively being referred to as the “Issued Common Stock”). Executive shall become a stockholder of the Company with respect to all Issued Common Stock (whether vested or unvested) and shall have all the rights of a stockholder, including the rights to vote those shares and to receive any dividends or distributions made with respect to those shares and any shares or other property received in respect of those shares; provided, however, any non-cash dividend or distribution with respect to the Issued Common Stock shall be deposited with the Company and shall be subject to the same restrictions (including vesting provisions) as the shares of Issued Common Stock with respect to which such dividend or distribution was made.