exhibit.htm


    Exhibit
10.1

    


    M/I
HOMES, INC.

    2009
LONG-TERM INCENTIVE PLAN

    


    NONQUALIFIED
STOCK OPTION AWARD AGREEMENT

    FOR
EMPLOYEES

    


    M/I
Homes, Inc. (the “Company”) hereby grants to the undersigned Participant the
following Nonqualified Stock Option (the “Option”) pursuant to the terms and
conditions of the M/I Homes, Inc. 2009 Long-Term Incentive Plan (the “Plan”) and
this Nonqualified Stock Option Award Agreement (this “Award
Agreement”).

    


    1.  Name
of
Participant:                                                ______________________________

    


    2.  Grant
Date:                                                                _________________________
(the “Grant Date”)

    


    3.  Number
of Shares Subject to
Option:                   ______________________________

    


    4.  Exercise
Price Per
Share:                                         _____________
[Insert 100% FMV on Grant Date]

    


    
      	
              5.  Vesting:

            	
              The
      Option will vest and become exercisable with respect to one-fifth of the
      Shares subject to the Option on December 31 of the year in which the Grant
      Date occurs and with respect to an additional one-fifth of the Shares
      subject to the Option each of the first, second, third and fourth
      anniversaries of such date, subject to the Participant’s continued
      employment with the Company or an Affiliate on the applicable anniversary
      date.  Notwithstanding the foregoing, the Option shall become
      fully vested and exercisable upon the Participant’s death, Disability or
      Retirement.

            


    

     

    
      	
              6.  Exercise:

            


    

    


    
      	
               
      

            	
              A.  Time

            	
              The
      vested portion of the Option may be exercised at any time prior to the
      tenth anniversary of the Grant Date (the “Expiration Date”) except: (i) to
      the extent that the Committee provides otherwise in connection with a
      Change in Control; or (ii) in the event of the Participant’s termination
      of employment prior to the Expiration Date, the vested portion of the
      Option, if any, will remain exercisable for the period specified
      below:

            


    

    


    
      	
               
      

            	
              a.

            	
              If
      the Participant’s employment terminates due to death, Disability or
      Retirement, the vested portion of the Option may be exercised at any time
      prior to the Expiration Date.

            


    

    


    
      	
               
      

            	
              b.

            	
              If
      the Participant’s employment terminates for Cause, the Option (whether or
      not exercisable) will be forfeited in its entirety on the date of such
      termination.

            


    

    


    
      	
               
      

            	
              c.

            	
              If
      the Participant’s employment terminates without Cause for any reason other
      than death, Disability or Retirement, the vested portion of the Option, if
      any, may be exercised for a period of 60 days following the date of the
      Participant’s termination of employment or, if earlier, the Expiration
      Date and the unvested portion of the Option, if any, will be forfeited in
      its entirety on the date of such
termination.

            


    

    


    
      	
               
      

            	
              B.  Procedure

            	
              To
      exercise the Option, the Participant must (i) complete a copy of the
      Nonqualified Stock Option Exercise Form available from the M/I Homes Human
      Resources department at 3 Easton Oval, Columbus, OH 43219; (ii) deliver
      the completed Nonqualified Stock Option Exercise Form to the M/I Homes
      Human Resources department; and (iii) pay the exercise price (specified in
      Section 4 above) for each Share being purchased in accordance with Section
      6.C. below.

            


    

     

    
      	
               
      

            	
              C.  Payment

            	
              The
      exercise price of the Option may be paid: (i) in cash or its
      equivalent; (ii) by tendering (either by actual delivery or
      attestation) previously acquired Shares having an aggregate Fair Market
      Value at the time of exercise equal to the aggregate exercise price,
      provided that such Shares have been held for at least six (6) months or
      such other period required to obtain favorable accounting treatment;
      (iii) by a cashless exercise (including by withholding Shares
      deliverable upon exercise and through a broker-assisted arrangement to the
      extent permitted by applicable law); (iv) by a combination of the
      methods described in clauses (i), (ii) and/or (iii); or (v) through
      any other method approved by the Committee in its sole
      discretion.

            


    

    


    
      	
               
      

            	
              D.
      Conditions

            	
              The
      Company’s obligation to deliver Shares upon the exercise of an Option is
      subject to the satisfaction of the following conditions: (i) the
      Participant is not, at the time of exercise, in material breach of any of
      his or her obligations under this Award Agreement, or under any other
      agreement with the Company or any Affiliate; (ii) no preliminary or
      permanent injunction or other order against the delivery of the Shares
      issued by a federal or state court of competent jurisdiction in the United
      States shall be in effect; (iii) there shall not be in effect any federal
      or state law, rule or regulation which prevents or delays delivery of the
      Shares or payment, as appropriate; and (iv) the Participant shall confirm
      any factual matters reasonably requested by the Committee, the Company or
      counsel for the Company.

            


    

    


    
      	
              7.  Change
      in Control:

            	
              In
      the event of a Change in Control, Article XII of the Plan shall apply with
      respect to the outstanding and unexercised portion of the Option;
      provided, however, that if the Committee elects to: (i) cancel the
      outstanding and unexercised portion of the Option in connection with the
      Change in Control, the Participant shall be entitled to receive a cash
      payment equal to the excess, if any, of the value of the consideration to
      be paid in the Change in Control to holders of the same number of Shares
      as the number of Shares underlying the Option being cancelled (or, if no
      consideration is paid in the Change in Control, the Fair Market Value of
      the Shares underlying the Option being canceled) over the aggregate
      Exercise Price of the Option being canceled; or (ii) cause a substitute
      award to be issued with respect to the outstanding and unexercised portion
      of the Option in connection with the Change in Control, the substitute
      award shall substantially preserve the value, rights and benefits of the
      Option being substituted.

            


    

     

    
      	
              8.  Participant
      Covenants:

            	
              In
      consideration for the grant of the Option, the Participant hereby
      covenants and agrees as follows:

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      Participant shall not at any time, directly or indirectly, disclose to any
      other person, corporation, partnership, proprietorship or other business
      enterprise, or otherwise use any “Data of a Confidential Nature” except in
      the performance of the Participant’s duties as an employee of the Company
      or any of its Affiliates with respect to the business of the Company and
      its Affiliates.  The Participant agrees that all Company and
      Affiliate materials evidencing, reflecting or containing “Data of a
      Confidential Nature” are and shall remain the sole and exclusive property
      of the Company and its Affiliates, all such materials, including, but not
      limited to, records, drawings, blueprints, manuals, brochures, pamphlets
      and all other materials will be returned to the Company.  As
      used herein “Data of a Confidential Nature” includes, but is not limited
      to, cost, price and customer data, any information on land acquisition
      programs, information on the Company’s or any Affiliate’s plans to acquire
      new properties or business, information on the Company’s or any
      Affiliate’s compensation programs, information regarding relocations of
      existing facilities, new properties or business, major changes in
      organization, competitive bid information, prices paid or received for
      goods or services, processes, plans methods of doing business, special
      needs of customers, or any other information or data which if published,
      released or otherwise disseminated might be used to the detriment of the
      Company, its Affiliates or their management or affect their ability to
      transact business.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Participant shall not, at any time, directly or indirectly, or in concert
      with any other person, corporation, partnership, proprietorship or other
      business enterprise: (i) induce or attempt to induce any employee or agent
      of the Company or any of its Affiliates to leave the employ of the Company
      or any of its Affiliates; or (ii) employ (or engage to act, directly or
      indirectly, as an independent contractor or agent) any employee or agent
      of the Company or any of its Affiliates within six months following
      termination of such employee’s employment or of such agent’s agency with
      the Company or any of its
Affiliates.

            


    

    


    
      	
               
      

            	
              C.

            	
              In
      the event that any covenant set forth in subsection B. shall be determined
      by a court of competent jurisdiction to be unenforceable because it
      extends over too great a period of time, or for any other reason, such
      covenant shall be interpreted to extend only over the maximum period of
      other restrictions to which they may be
  enforceable.

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      covenants set forth in subsections A. and B. shall remain in effect
      regardless of whether the Participant exercises the Option in whole or in
      part.

            


    

    


    
      	
               
      

            	
              The
      Participant acknowledges that a breach of the covenant set forth in this
      Section 8 may cause irreparable damage to the Company and its Affiliates,
      the extent of which may be difficult to ascertain, and that the award of
      damages may not be adequate relief.  The Participant agrees
      that, in the event of a breach or threatened breach of the covenants
      contained in this Section 8, the Company may institute an action to compel
      the specific performance of such covenants, and that such remedy shall be
      cumulative, not exclusive, and shall be in addition to any other available
      remedies.

            


    

    


    
      	
               
      

            	
              The
      Participant recognizes and understands that the Participant has acquired
      and/or shall acquire during his or her employment with the Company and/or
      its Affiliates a considerable amount of confidential and proprietary
      information with respect to the business of the Company and its
      Affiliates, which confidential and proprietary information is very
      valuable to the Company and would be extremely detrimental to the Company
      if disclosed or used by the Participant other than in the performance of
      his or her duties as an employee of the Company and/or its
      Affiliates.  The Participant further acknowledges that the
      employees of the Company and its Affiliates are an integral part of the
      Company’s business and, thus, it is important for the Company and its
      Affiliates to use their maximum efforts to prevent the loss of such
      employees.

            


    

    


    
      	
              9.  Shareholder
      Rights:

            	
              The
      Participant shall have none of the rights of a shareholder with respect to
      the Shares underlying the Option, including without limitation voting or
      dividend rights, until the Participant becomes the recordholder of the
      Shares underlying the Option.

            


    

    


    
      	
              10.  Effect
      of Plan:

            	
              The
      Option is 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.

            


    

    


    
      	
              11.  Acknowledgment:

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

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              12.  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: