Exhibit 10i
HOVNANIAN ENTERPRISES, INC.
1999 STOCK INCENTIVE PLAN
RESTRICTED SHARE UNIT AGREEMENT
Participant Date of Grant
Number of RSUs:
Dates of Vesting and Transfer of Class A Shares:
Date Number of RSU's
1. Grant of RSUs. For valuable consideration, receipt of
which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware
Corporation (the "Company"), hereby grants the number of restricted share
units ("RSUs") listed above to the Participant, on the terms and conditions
hereinafter set forth. This grant is made pursuant to the terms and
conditions of the 1999 Stock Incentive Plan of the Company (the "Plan"),
which Plan, as amended from time to time, is incorporated herein by reference
and made a part of this Agreement. Each RSU represents the unfunded,
unsecured right of the Participant to receive a Share on the date(s)
specified herein. Capitalized terms not otherwise defined herein shall have
the same meanings as in the Plan.
2. Vesting and Timing of Transfer.
(a) The Participant will become vested in the RSUs in
accordance with the schedule set forth above.
(b) The Company shall transfer to the Participant, after an
applicable vesting date, a number of Class A Shares equal to the number of
RSUs that became vested on that vesting date (rounded up to the next whole
share), provided, however, that upon the final transfer of Shares to the
Participant (i) such number of Shares shall be reduced to the extent
necessary to reflect any previous rounding up pursuant to this sentence, and
(ii) in lieu of a fractional Share, the Participant shall receive a cash
payment equal to the Fair Market Value of such fractional Share. If the
Participant is eligible to participate in, and has elected to defer the
transfer of Shares pursuant to the terms of a nonqualified deferred
compensation plan maintained by the Company, such Shares shall be so
deferred, and any such deferral, when paid, shall be paid in Shares. Once the
transfer of any Shares is deferred, the rights and privileges of the
Participant with respect to such Shares shall be determined solely pursuant
to the terms of the applicable plan, and not pursuant to the terms and
conditions of this Agreement.
(c) Notwithstanding Sections 2(a) and 2(b) of this Agreement,
if the Participant's employment with the Company and its Affiliates is
terminated due to death or due to Disability, the Company shall cause there
to be transferred to the Participant, as soon as practicable following such
termination, a number of Shares equal to the aggregate number of then
unvested RSUs granted to the Participant under this Agreement; provided,
however, that upon the transfer of such Shares to the Participant, in lieu of
a fractional Share, the Participant shall receive a cash payment equal to the
Fair Market Value of such fractional Share. In the event of the death of the
Participant, the transfer of Shares under this Section 2(c) shall be made in
accordance with the beneficiary designation form on file with the Company;
provided, however, that, in the absence of any such beneficiary designation
form, the transfer of Shares under this Section 2(c) shall be made to the
person or persons to whom the Participant's rights under the Agreement shall
pass by will or by the applicable laws of descent and distribution. For
purposes of this Agreement, "Disability" shall mean "Disability" as defined
in the Plan.
(d) Upon each transfer or deferral of Shares in accordance with
Sections 2(a), 2(b) and 2(c) of this Agreement, a number of RSUs equal to the
number of Shares transferred to the Participant or deferred shall be
extinguished.
(e) Notwithstanding Sections 2(a), 2(b) and 2(c) of this
Agreement, upon the Participant's termination of employment for any reason
other than death or Disability, any unvested RSUs shall immediately terminate
for no further consideration.
3. Dividends. If on any date while RSUs are outstanding
hereunder the Company shall pay any dividend on the Shares (other than a
dividend payable in Shares), the number of RSUs granted to the Participant
shall, as of such dividend payment date, be increased by a number of RSUs
equal to: (a) the product of (x) the number of RSUs held by the Participant
as of the related dividend record date, multiplied by (y) the per Share
amount of any cash dividend (or, in the case of any dividend payable in whole
or in part other than in cash, the per Share value of such dividend, as
determined in good faith by the Committee), divided by (b) the Fair Market
Value of a Share on the payment date of such dividend. In the case of any
dividend declared on Shares that is payable in the form of Shares, the number
of RSUs granted to the Participant shall be increased by a number equal to
the product of (a) the RSUs that are held by the Participant on the related
dividend record date, multiplied by (b) the number of Shares (including any
fraction thereof) payable as a dividend on a Share.
4. Adjustments Upon Certain Events. Subject to the terms of
the Plan, in the event of any change in the outstanding Shares by reason of
any Share dividend or split, reorganization, recapitalization, merger,
consolidation, amalgamation, spin-off or combination transaction or exchange
of Shares or other similar events (collectively, an "Adjustment Event"), the
Committee may, in its sole discretion, make an appropriate and equitable
adjustment in the number of RSUs subject to this Agreement to reflect such
Adjustment Event. Any such adjustment made by the Committee shall be final
and binding upon the Participant, the Company and all other interested
persons.
5. No Right to Continued Employment. Neither the Plan nor
this Agreement shall be construed as giving the Participant the right to be
retained in the employ of, or in any consulting relationship to, the Company
or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss the Participant, free from any liability or any claim under the Plan
or this Agreement, except as otherwise expressly provided herein.
6. No Acquired Rights. In participating in the Plan, the
Participant acknowledges and accepts that the Board has the power to amend or
terminate the Plan, to the extent permitted thereunder, at any time and that
the opportunity given to the Participant to participate in the Plan is
entirely at the discretion of the Committee and does not obligate the Company
or any of its Affiliates to offer such participation in the future (whether
on the same or different terms). The Participant further acknowledges and
accepts that such Participant's participation in the Plan is not to be
considered part of any normal or expected compensation and that the
termination of the Participant's employment under any circumstances
whatsoever will give the Participant no claim or right of action against the
Company or its Affiliates in respect of any loss of rights under this
Agreement or the Plan that may arise as a result of such termination of
employment.
7. No Rights of a Shareholder. The Participant shall not have
any rights or privileges as a shareholder of the Company until the Shares in
question have been registered in the Company's register of shareholders.
8. Legend on Certificates. Any Shares issued or transferred
to the Participant pursuant to Section 2 of this Agreement shall be subject
to such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, and any applicable Federal or state laws or relevant
securities laws of the jurisdiction of the domicile of the Participant, and
the Committee may cause a legend or legends to be put on any certificates
representing such Shares to make appropriate reference to such restrictions.
9. Transferability. RSUs may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the
Participant otherwise than by will or by the laws of descent and
distribution, and any purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance not permitted by this Section 9 shall be void
and unenforceable against the Company or any Affiliate.
10. Withholding. The Participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any transfer due under this
Agreement or under the Plan or from any compensation or other amount owing to
the Participant, applicable withholding taxes with respect to any transfer
under this Agreement or under the Plan and to take such action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. Notwithstanding the foregoing, if the Participant's
employment with the Company terminates prior to the transfer of all of the
Shares under this Agreement, the payment of any applicable withholding taxes
with respect to any further transfer of Shares under this Agreement or the
Plan shall be made solely through the sale of Shares equal to the statutory
minimum withholding liability.
11. Choice of Law. THE INTERPRETATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
12. RSUs Subject to Plan. By entering into this Agreement, the
Participant agrees and acknowledges that the Participant has received and
read a copy of the Plan. All RSUs are subject to the Plan. In the event of
a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.
13. Signature in Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
HOVNANIAN ENTERPRISES, INC.
By:
PARTICIPANT
By:
