0000794170-19-000067 Sample Contracts

TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 26th, 2019 • Toll Brothers, Inc. • Operative builders • Delaware

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. 2019 Omnibus Incentive Plan (the “Plan”) on this [_____](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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TOLL BROTHERS, INC. NON-QUALIFIED STOCK OPTION AWARD
Non-Qualified Stock Option Award • December 26th, 2019 • Toll Brothers, Inc. • Operative builders • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD (the “Agreement”) is made as of [_____] (the “Effective Date”) by TOLL BROTHERS, INC., a Delaware corporation (the “Company”) under the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the “Plan”), to [_____] (the “Optionee”). All capitalized terms contained in this Agreement shall have the meaning set forth in the Plan unless otherwise defined herein.

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Twenty-Third Supplemental Indenture • December 26th, 2019 • Toll Brothers, Inc. • Operative builders • New York

THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of October 30, 2019, 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 Twenty-Third 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 26th, 2019 • Toll Brothers, Inc. • Operative builders • New York

THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of October 30, 2019, 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. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Award • December 26th, 2019 • Toll Brothers, Inc. • Operative builders • Delaware

This Restricted Stock Unit Award (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. 2019 Omnibus Incentive Plan (the “Plan”), on this [_____] (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 (each a “Share”).

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