0000794170-14-000044 Sample Contracts

TOLL BROTHERS, INC. STOCK INCENTIVE PLAN FOR EMPLOYEES (_____) RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE BASED)
Restricted Stock Unit Agreement • December 23rd, 2014 • Toll Brothers Inc • Operative builders • Pennsylvania

This Restricted Stock Unit Agreement (this “Agreement”) documents the grant of __________ Restricted Stock Units (the “RSUs”) by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. Stock Incentive Plan for Employees (____) (the “Plan”), on this [DATE] (the “Date of Grant”) to [NAME] (the “Grantee”). Subject to the terms of the Plan and this Agreement, each RSU represents the right to receive one share of Common Stock at the date specified herein, or such greater or lesser number of shares of Common Stock as provided in Schedule A hereto (the “Shares”).

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Contract
Supplemental Indenture • December 23rd, 2014 • Toll Brothers Inc • Operative builders • New York

THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2014, by and among the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”). Capitalized terms used in this Twenty-fifth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of November 22, 2002, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).

Contract
Seventh Supplemental Indenture • December 23rd, 2014 • Toll Brothers Inc • Operative builders • New York

THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2014, by and among the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Seventh Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of April 20, 2009, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).

TOLL BROTHERS, INC.RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 23rd, 2014 • Toll Brothers Inc • Operative builders

This Restricted Stock Unit Agreement (the “RSU” or “RSU Agreement”) documents the right to receive a number of shares of Common Stock at the date specified herein. This RSU relates to _____ shares of Common Stock (the “Shares”), and is granted on this [DATE] (the “Date of Grant”) to [NAME] (the “Grantee”), and is subject to all applicable terms and conditions set forth in the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (______).

Contract
Supplemental Indenture • December 23rd, 2014 • Toll Brothers Inc • Operative builders • New York

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2014, by and among the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Fifth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of February 7, 2012, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).

Contract
Fourth Supplemental Indenture • December 23rd, 2014 • Toll Brothers Inc • Operative builders • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2014, by and among the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of September 11, 2012, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).

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