0000893220-08-003218 Sample Contracts

TOLL BROTHERS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR EMPLOYEES (2007) RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Agreement • December 19th, 2008 • Toll Brothers Inc • Operative builders

This Restricted Stock Unit Agreement (the “RSU” or “RSU Agreement”) documents the grant of Restricted Stock Units by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) (the “Plan”). This RSU consists of a grant of a right to receive a number of shares of Common Stock at the date specified herein. This RSU relates to 200,000 shares of Common Stock (the “Shares”), and is granted on this 19th day of December, 2008 (the “Date of Grant”) to Robert I. Toll (the “Grantee”), and is subject to all applicable terms and conditions set forth in the Plan.

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ADVISORY AND NON-COMPETITION AGREEMENT AMENDMENT
Advisory and Non-Competition Agreement • December 19th, 2008 • Toll Brothers Inc • Operative builders

This Advisory and Non-Competition Agreement Amendment (this “Amendment”), dated as of November 24, 2008, is by and between Toll Brothers, Inc. (the “Company”) and Bruce E. Toll (“BET”). This Amendment amends the Advisory and Non-Competition Agreement, dated as of November 1, 2004 and previously amended as of June 17, 2007, by and between the Company and BET (as amended, the “Advisory Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Advisory Agreement.

TOLL BROTHERS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR EMPLOYEES (2007) RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Agreement • December 19th, 2008 • Toll Brothers Inc • Operative builders

This Restricted Stock Unit Agreement (the “RSU” or “RSU Agreement”) documents the grant of Restricted Stock Units by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) (the “Plan”). This RSU consists of a grant of a 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 ___day of ___, 20___(the “Date of Grant”) to (the “Grantee”), and is subject to all applicable terms and conditions set forth in the Plan.

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