KB HOME 2001 STOCK INCENTIVE PLAN STOCK RESTRICTION AGREEMENT
EXHIBIT 10.53
THIS STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of October 1, 2009 (herein the
“Effective Date”) by and between KB HOME, a Delaware corporation (the “Company”) and [RECIPIENT]
(the “Participant”).
R E C I T A L S
By action of the Management Development and Compensation Committee (the “Committee”) taken on
October 1, 2009 (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”).
A G R E E M E N T
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] 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, the Employee
will immediately forfeit all rights, title and interests in and to any and all shares that have not
vested on the date the Employee’s employment with the Company or its Subsidiaries is terminated.
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.
5. Lapse of Restrictions Upon Change of Ownership. Notwithstanding any provision of
Paragraph 2, but subject to Paragraph 4, all of the restrictions set forth herein and in Section 7
of the Plan on the shares of Stock granted under this Award shall lapse upon a Change of Ownership,
as defined under the Plan.
6. Dividends. Cash dividends or other distributions paid on or in respect of any
shares of Stock subject to the Award shall be paid directly to Participant at the same time any
such dividends or distributions are paid to holders of shares of Stock that are not restricted and
are freely tradeable (“Other Holders”). Any stock or other non-cash distributions issued on or in
respect of any shares of Stock subject to the Award shall be issued at the same time any such
distributions are issued to Other Holders, but shall be held in escrow and shall be subject to the
same restrictions as the shares of Stock subject to the Award.
7. Tax Withholding Election. At Participant’s discretion, he may direct the Company
to withhold shares of Stock otherwise deliverable upon the lapse of restrictions on the Award to
satisfy any withholding tax liability that may arise upon such lapse of restrictions, provided that
such Stock withholding complies with Section 16(b) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder.
8. Adjustments. The number of shares granted pursuant to the Award shall be adjusted
by the Board, whose determination shall be conclusive, to reflect any stock split, stock dividend,
reorganization, recapitalization, merger, consolidation, combination or exchange of shares or
similar event.
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.
9. No Assignment. This Agreement may not be assigned by the Participant by operation
of law or otherwise. Notwithstanding, this Agreement shall be binding upon and shall inure to the
benefit of the personal representatives, heirs, legatees, successors and assigns of the Company and
the Participant.
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.
11. Conflict in Terms. In the event there shall be a conflict in terms between this
Agreement, the Plan, and/or the Committee Action, the terms of the Plan shall prevail.
IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this
Agreement as of the date first above written.
KB HOME | ||||||
By: | Xxxxxxx X. Xxxxxx | |||||
President and Chief Executive Officer | ||||||
PARTICIPANT: | ||||||
By: | ||||||
[RECIPIENT] | ||||||
Date: |