0000950123-10-115566 Sample Contracts

TOLL BROTHERS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR EMPLOYEES (2007) RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Agreement • December 22nd, 2010 • 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 6,000 shares of Common Stock (the “Shares”), and is granted on this 20th day of December, 2010 (the “Date of Grant”) to Martin P. Connor (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 (2010)
Advisory and Non-Competition Agreement • December 22nd, 2010 • Toll Brothers Inc • Operative builders • Pennsylvania

This Advisory and Non-Competition Agreement (2010) (hereinafter sometimes referred to as the “Agreement”), dated as of November 1, 2010, is by and between Toll Brothers, Inc. (hereinafter “Company”) and Bruce E. Toll (hereinafter “BET”).

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