KB HOME 2001 STOCK INCENTIVE PLAN STOCK RESTRICTION AGREEMENT
EXHIBIT 10.32
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”).
R E C I T A L S
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:
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 beneficial ownership to those
shares granted pursuant to the Award back to the KB HOME Grantor Stock Trust (the “Trust”), if the
shares were issued to Participant out of the Trust and the Trust continues to exist at such time,
or otherwise back to the Company. Notwithstanding the other provisions of this Section 4, upon the
termination of the Participant’s
employment with the Company by reason of the Participant’s Retirement (as hereinafter
defined); the restrictions set forth herein and Section 7 of the Plan shall lapse immediately upon
such termination of employment. “Retirement” shall mean severance from employment with the Company
for any reason other than a leave of absence, termination for cause (as determined by the Company)
death or disability at such time as the sum of the Participant’s age and years of service with the
Company equals at least sixty-five (65) or more, provided that the employee is then at least
fifty-five (55) years of age. Whether severance from employment results from the disability of
Participant results from disability or termination for cause shall be determined solely by the
Company in its discretion.
The Committee shall make any adjustments or modifications, and its determination thereof shall
be conclusive, in the lapse of restrictions set forth in Section 2 or Section 5 to give effect to
the intent of the Plan and the Committee Action in connection with any event affecting the Award,
including without limitation, any reorganization, recapitalization, merger, consolidation, offering
of additional shares of common stock or other change in the Company’s shareholders’ equity by means
other than earnings, or any similar event. No such adjustment shall be made if it would reduce the
benefits otherwise accruing to the Participant under this Award.
10. Governing Law. This Agreement and the legal relations between the parties shall
be governed by and construed in accordance with the laws of the State of California.
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KB HOME | ||||
By: | ||||
PARTICIPANT: | ||||
By: | ||||
[________________________] |
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