Exhibit 10f
HOVNANIAN ENTERPRISES, INC.
1999 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
Participant: Date of Grant:
Number of Class Shares: Xxxxx Xxxxx:
Vesting Schedule:
Date: Number of Shares:
Option Termination Date:
1. Grant of the Option. For valuable consideration, receipt
of which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware
Corporation (The "Company"), hereby grants the right and option (the
"Option") to purchase, on the terms and conditions hereinafter set forth,
all or any part of an aggregate number of Class A Shares set forth above.
This grant is made subject to the terms and conditions of the 1999 Stock
Incentive Plan of the Company (the "Plan"), which Plan is incorporated
herein by reference and subject to amendments to the Plan. The purchase
price of the Shares subject to the Option (the "Xxxxx Xxxxx") shall be the
price per Share set forth above. This Option is not an Incentive Stock
Option within the meaning of Section 422 of the Internal Revenue Code of
1986 (the "Code").
2. Vesting. This Option will vest in accordance with the
schedule set forth above.
3. Exercise of Option.
(a) Period of Exercise.
(i) In General. The Option must be exercised before the
Option Termination Date set forth above (the "Termination Date"). The
Participant may exercise less than the full installment available to him
or her under this Option, but the Participant must exercise this Option in
full shares of the Common Stock of the Company. The Participant is
limited to ten exercises during the term of this Option.
(ii) Termination of Employment Other Than Due to Death or
Disability. If, prior to the Termination Date, the Participant ceases to
be employed by the Company or a subsidiary thereof (otherwise than by
reason of death or disability within the meaning of Section 22(e)(3) of
the Code ("Disability")), the nonvested portion of the Option shall be
canceled and the vested portion of the Option, to the extent not
previously exercised, shall remain exercisable until the earlier of (a)
the Termination Date and (b) the sixtieth (60th) day after the date of
cessation of employment, and thereafter all Options, to the extent not
previously exercised, shall terminate together with all other rights
hereunder. This Option shall be wholly void and of no effect after the
Termination Date.
(iii) Termination of Employment Due to Death. If, prior to the
Termination Date, the Participant ceases to be employed by the Company or
a subsidiary thereof due to the Participant's death, the Option, to the
extent not previously exercised, shall become immediately exercisable and
remain exercisable until the earlier of (i) the Termination Date and (ii)
the first anniversary of the Participant's death, and thereafter all
Options, to the extent not previously exercised, shall terminate together
with all other rights hereunder. During such time, the Option will be
exercisable by the person or persons to whom the Participant's rights
under the Option shall pass by will or by the applicable laws of descent
and distribution.
(iv) Termination of Employment Due to Disability. If prior to
the Termination Date the Participant ceases to be employed by the Company
or a subsidiary thereof by reason of Disability, the Option, to the extent
not previously exercised, shall immediately become exercisable and shall
remain exercisable until the earlier of (i) the Termination Date and (ii)
the first anniversary of the date of cessation of employment due to
Disability, and thereafter all Options, to the extent not previously
exercised, shall terminate together with all other rights hereunder.
(b) Method of Exercise. Subject to the provisions of the
Plan, this Option may be exercised by written notice to the Company
stating the number of shares with respect to which it is being exercised
and accompanied by payment of the Option Price (a) by certified or bank
cashier's check payable to the order of the Company in New York Clearing
House Funds, (b) by surrender or delivery to the Company of shares of its
Common Stock that have been held by the Participant for at least six
months (or such other period of time as may be determined by the Board of
Directors), or (c) in any other form acceptable to the Company together
with payment or arrangement for payment of any federal income or other tax
required to be withheld by the Company. As soon as practical after
receipt of such notice and payment, the Company, shall, without transfer
or issue tax or other incidental expense to the Participant, deliver to
the Participant at the offices of the Company at 00 Xxxxxxx 00, Xxx Xxxx,
Xxx Xxxxxx, or such other place as may be mutually acceptable, or, at the
election of the Company, by first-class insured mail addressed to the
Participant at his or her address shown in the employment records of the
Company or at the location at which he or she is employed by the Company
or a subsidiary, a certificate or certificates for previously unissued
shares or reacquired shares of its Common Stock as the Company may elect.
(c) Delivery.
(i) The Company may postpone the time of delivery of
certificates for shares of its Common Stock for such additional time as
the Company shall deem necessary or desirable to enable it to comply with
the listing requirements of any securities exchange upon which the Common
Stock of the Company may be listed, or the requirements of the Securities
Act of 1933 or the Securities Exchange Act of 1934 or any Rules or
Regulations of the Securities and Exchange Commission promulgates
thereunder or the requirements of applicable state laws relating to
authorization, issuance or sale of securities.
(ii) If the Participant fails to accept delivery of the
shares of Common Stock of the Company upon tender of delivery thereof, his
or her right to exercise this Option with respect to such undelivered
shares may be terminated by the Company.
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 Shares 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 3 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. The Option 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. Notwithstanding the foregoing, an Participant may transfer
this option in whole or in part by gift or domestic relations order to a
family member of the Participant (a "Permitted Transferee") and, following
any such transfer such option or portion thereof shall be exercisable only
by the Permitted Transferee, provided that no such option or portion
thereof is transferred for value, and provided further that, following any
such transfer, neither such option or any portion thereof nor any right
hereunder shall be transferable other than to the Participant or otherwise
than by will or the laws of descent and distribution or be subject to
attachment, execution or other similar process. For purposes of this
paragraph, "family member" includes any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, any
person sharing the Participant's household (other than a tenant or
employee), trust in which these persons have more than fifty percent of
the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets and any other entity in
which these persons (or the Participant) own more than fifty percent of
the voting interests. 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. Option 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. The Option is 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:
