0000794170-16-000131 Sample Contracts

TOLL BROTHERS, INC. [STOCK INCENTIVE PLAN FOR EMPLOYEES (____)] RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 23rd, 2016 • Toll Brothers Inc • Operative builders • Pennsylvania

This Restricted Stock Unit Agreement (this “Agreement”) documents the grant of a number of Restricted Stock Units (the “RSUs”) as set forth on Schedule A attached hereto by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. [Stock Incentive Plan for Employees (____)] (the “Plan”), on this _____ day of ________________ (the “Date of Grant”) to ______________ (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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STOCK INCENTIVE PLAN FOR NON-EXECUTIVE DIRECTORS (____)] RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 23rd, 2016 • 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 [TOTAL] 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. [Stock Incentive Plan for Non-Executive Directors (____)] (the “Plan”).

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Twelfth Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), 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 Twelfth 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 the Issuer, 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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Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), 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 Fourteenth 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 the Issuer, 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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Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).

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Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).

TOLL BROTHERS, INC. [STOCK INCENTIVE PLAN FOR EMPLOYEES (____)] RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE BASED)
Restricted Stock Unit Agreement • December 23rd, 2016 • 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 ____ day of _________ (the “Date of Grant”) to ____________ (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”).

Contract
Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Eleventh 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 the Issuer, 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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Supplemental Indenture • December 23rd, 2016 • Toll Brothers Inc • Operative builders • New York

THIS TENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).

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