stockunitawardagr.htm


    Exhibit
10.2

    


    M/I
HOMES, INC.

    2009
LONG-TERM INCENTIVE PLAN

    


    STOCK
UNITS AWARD AGREEMENT

    FOR
DIRECTORS

    


    M/I Homes, Inc. (the “Company”) hereby
grants to the undersigned Participant the following Other Stock-Based Award in
the form of stock units (“Stock Units”) pursuant to the terms and conditions of
the M/I Homes, Inc. 2009 Long-Term Incentive Plan (the “Plan”) and this Stock
Units Award Agreement (this “Award Agreement”).

    


    
      	
              1.

            	
              Name
      of Participant:

            	 
      
	 
      	 
      	 
      
	
              2.

            	
              Grant
      Date

            	 
      
	 
      	 
      	 
      
	
              3.

            	
              Total
      Number of Stock Units Granted:

            	 
      
	 
      	 
      	 
      
	
              4.

            	
              Settlement
      of Stock Units:

            	 
      


    

    


    
      	
              A.  Form
      of Settlement

            	
              On
      the Settlement Date (as defined in Section 4.B. below), the Participant
      will receive one Share for each Stock Unit granted under this Award
      Agreement (plus one Share for each additional Stock Unit, if any, that has
      accrued under Section 5.B. of this Award Agreement); provided, however,
      that any fractional Stock Unit will be cancelled without any consideration
      to the Participant.

            
	
              B.  Time
      of Settlement

            	
              Within
      sixty (60) days following the date of the Participant’s separation from
      service (within the meaning of Section 409A of the Code), the Participant
      will receive the Shares described in Section 4.A. of this Award
      Agreement.  The date of such settlement of the Stock Units is
      hereinafter referred to as the Settlement
Date.

            


    

     

    
      	
              5.  Shareholder
      Rights:

            


    

    


    
      	
               
      

            	
              A.  Voting

            	
              The
      Participant will not be entitled to exercise any voting rights associated
      with the Shares underlying the Stock Units prior to the settlement of the
      Stock Units on the Settlement Date.

            


    

    


    
      	
               
      

            	
              B.  Dividends

            	
              If
      any cash dividend is declared and paid after the grant date (as described
      in Section 2 above) but prior to the Settlement Date with respect to the
      Shares underlying the Stock Units then held by the Participant under this
      Award Agreement, the Participant will be credited with that number of
      additional Stock Units equal to the quotient of (i) the product of (a) the
      number of Stock Units then held by the Participant under this Award
      Agreement, multiplied by (b) the amount of the cash dividend paid per
      Share, divided by (ii) the Fair Market Value of a Share on the date the
      dividend is paid.

            


    

    


    
      	
              6.  Effect
      of Plan:

            	
              The
      Stock Units are subject in all cases to the terms and conditions set forth
      in the Plan, which are incorporated into and made a part of this Award
      Agreement.  In the event of a conflict between the terms of the
      Plan and the terms of this Award Agreement, the terms of the Plan will
      govern.  All capitalized terms that are used in this Award
      Agreement but are not defined in this Award Agreement shall have the
      meanings ascribed to such terms in the
Plan.

            


    

    


    
      	
              7.  Acknowledgment:

            	
              By
      signing below, the Participant acknowledges and agrees that the Stock
      Units are subject to all of the terms and conditions of the Plan and this
      Award Agreement.

            


    

    


    
      	
              8.  Counterparts:

            	
              This
      Award Agreement may be signed in counterparts, each of which will be
      deemed an original, but all of which will constitute one and the same
      instrument.

            


    

     

    
      	
              PARTICIPANT

            
	 
      	 
      
	 
      	 
      
	
              [Insert
      Name]

            
	
              Date:

            	 
      
	 
      	 
      
	 
      	 
      
	
              M/I
      HOMES, INC.

            
	 
      	 
      
	 
      	 
      
	 
      
	
              [Insert
      Name]

            
	
              [Insert
      Title]

            
	
              Date: