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EXHIBIT 10.19
XXXXXXX AND BROAD HOME CORPORATION
PERFORMANCE BASED INCENTIVE PLAN FOR SENIOR MANAGEMENT
STOCK OPTION AGREEMENT
This agreement dated the ___ of: ___________, 199__
WITNESSETH:
1. Pursuant to the provisions of the Xxxxxxx and Broad Home Corporation
Performance- Based Incentive Plan for Senior Management (the "Plan"), Xxxxxxx
and Broad Home Corporation (the "Company") on the date set forth above has
granted to ____________________ (the "Optionee"), an option (the "Option") to
purchase from the Company an aggregate of __________ shares of Common Stock,
$1.00 par value, of the Company ("Common Stock"), at the purchase price of
$________ per share, the Option to be exercisable as hereinafter provided. A
copy of the Plan is attached hereto and made a part hereof.
2. Subject to the terms and conditions of the Plan and action taken
pursuant to the Plan, both of which may modify the terms hereof, the shares may
be purchased in accordance with the following schedule. If the Optionee is
employed by the Company or its subsidiaries on the date indicated:
On or After Shares Subject to Purchase
----------- --------------------------
___________________ 20% of Grant
___________________ 20% of Grant
___________________ 20% of Grant
___________________ 20% of Grant
___________________ 20% of Grant
Any exercise of the Option shall be made by giving the Company written notice
of exercise specifying the number of shares to be purchased. The notice of
exercise shall be accompanied by tender to the Company of cash, or its
equivalent, or of shares of the Company stock owned by the Optionee (which are
not the subject of any pledge or other security interest), or of a combination
of the foregoing, provided that the combined value of all such cash and cash
equivalents and the fair market value of any such stock so tendered to the
Company, valued as of the date of such tender, is equal to the full purchase
price of said shares plus the related amount of any taxes required to be
withheld by the Company in connection with such exercise, to the extent such
withholding taxes are then ascertainable. If the amount of such taxes is not
ascertainable at the time of the notice of exercise, such amount shall be
tendered by the Optionee to the Company as soon as the same shall become
ascertainable and shall be communicated to the Optionee by the Company.
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3. Without limiting the generality of paragraph 1 hereof, it is
understood and agreed that the Option is subject to the following conditions:
(a) the Option shall not in any event be exercisable
after the earlier of (1) the close of business on __________ or (2) three
months after the termination of the Optionee's employment with the Company or
its subsidiaries.
(b) the Option shall not be transferred except by will or
the laws of descent and distribution and, during the lifetime of the Optionee,
shall be exercised only by the Optionee; and
(c) neither the Optionee nor any legal representative,
legatee, or distributee of the Optionee shall be deemed to be a holder of or
possess any stockholder rights with respect to any shares subject to the Option
prior to the issuance of such shares upon exercise of the Option.
(d) Notwithstanding subparagraph (a) of this paragraph,
in the event of the death of the Optionee while the Optionee is employed by
KBHC or its subsidiaries or three months thereafter, the option herein will
terminate one year from the date of death.
4. Neither the execution and delivery hereof nor the granting of
the Option shall constitute or be evidence of any agreement or understanding,
express or implied, on the part of the Company or any of its subsidiaries to
employ or continue the employment of the Optionee for any period.
5. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Common Stock of the Company, such adjustment shall be made in the
number and option price of the shares subject to the Option as may be
determined to be appropriate by the Committee.
6. The Optionee agrees that prior to any sale of the shares
purchased pursuant to the Option, the Optionee will notify the Company in order
to enable it to take any steps required by the Securities Act of 1933 in
connection with such sale and further agrees that he will not complete any such
sale until he has been advised by the Company that such steps have been taken.
7. Any notice given hereunder to the Company shall be addressed
to the Company, attention Vice President, Human Resources, and any notice given
hereunder to the Optionee shall be addressed to him at his address as shown on
the records of the Company.
8. The Optionee agrees to be bound by the terms and conditions
hereof and of the Plan.
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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Optionee have executed this Agreement in duplicate as of the day and year
first above written.
XXXXXXX AND BROAD HOME CORPORATION
By________________________________
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OPTIONEE
___________________________________
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