KB HOME
 2010 EQUITY INCENTIVE PLAN
 Effective April 1, 2010




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TABLE OF CONTENTS
 PageARTICLE 1. PURPOSE
    
    
    1ARTICLE 2. DEFINITIONS AND CONSTRUCTION
    
    
    1ARTICLE 3. SHARES SUBJECT TO THE PLAN
    
    
    83.1 Number of Shares
    
    
    83.2 Stock Distributed
    
    
    9ARTICLE 4. GRANTING OF AWARDS
    
    
    94.1 Participation
    
    
    94.2 Award Agreement
    
    
    94.3 Programs
    
    
    94.4 Limitations Applicable to Section 16 Persons
    
    
    94.5 Fiscal Year Award Limit
    
    
    94.6 Minimum Vesting
    
    
    94.7 At-Will Employment
    
    
    104.8 Stand-Alone and Tandem Awards
    
    
    10ARTICLE 5. PERFORMANCE-BASED COMPENSATION
    
    
    105.1 Purpose
    
    
    105.2 Applicability
    
    
    105.3 Types of Awards
    
    
    105.4 Procedures with Respect to Performance-Based Awards
    
    
    115.5 Payment of Performance-Based Awards
    
    
    115.6 Additional Limitations
    
    
    11ARTICLE 6. GRANTING OF OPTIONS
    
    
    116.1 Granting of Options to Eligible Individuals
    
    
    116.2 Qualification of Incentive Stock Options
    
    
    116.3 Option Exercise Price
    
    
    126.4 Option Term
    
    
    126.5 Option Vesting
    
    
    126.6 Substitute Awards
    
    
    126.7 Substitution of Stock Appreciation Rights
    
    
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TABLE OF CONTENTS
 PageARTICLE 7. EXERCISE OF OPTIONS
    
    
    137.1 Partial Exercise
    
    
    137.2 Manner of Exercise
    
    
    137.3 Notification Regarding Disposition
    
    
    13ARTICLE 8. AWARD OF RESTRICTED STOCK
    
    
    148.1 Award of Restricted Stock
    
    
    148.2 Rights as Stockholders
    
    
    148.3 Restrictions
    
    
    148.4 Repurchase or Forfeiture of Restricted Stock
    
    
    158.5 Certificates for Restricted Stock
    
    
    158.6 Section 83(b) Election
    
    
    15ARTICLE 9. AWARD OF PERFORMANCE AWARDS, STOCK PAYMENTS AND RESTRICTED
STOCK UNITS
    
    
    159.1 Performance Awards
    
    
    159.2 Stock Payments
    
    
    169.3 Restricted Stock Units
    
    
    169.4 Term
    
    
    169.5 Exercise or Purchase Price
    
    
    16ARTICLE 10. AWARD OF STOCK APPRECIATION RIGHTS
    
    
    1610.1 Grant of Stock Appreciation Rights
    
    
    1610.2 Stock Appreciation Right Term
    
    
    1710.3 Stock Appreciation Right Vesting
    
    
    1710.4 Manner of Exercise
    
    
    1710.5 Payment
    
    
    18ARTICLE 11. ADDITIONAL TERMS OF AWARDS
    
    
    1811.1 Payment
    
    
    1811.2 Tax Withholding
    
    
    1811.3 Transferability of Awards
    
    
    1911.4 Conditions to Issuance of Shares
    
    
    2011.5 Forfeiture Provisions
    
    
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TABLE  OF  CONTENTS
 Page11.6 Prohibition on Repricing
    
    
    2111.7 Permitted Replacement Awards
    
    
    2111.8 Shareholder Approval of Certain Accelerations
    
    
    21ARTICLE 12. ADMINISTRATION
    
    
    2112.1 Committee
    
    
    2112.2 Duties and Powers of Committee
    
    
    2112.3 Action by the Committee
    
    
    2212.4 Authority of Committee
    
    
    2212.5 Decisions Binding
    
    
    2312.6 Delegation of Authority
    
    
    23ARTICLE 13. MISCELLANEOUS PROVISIONS
    
    
    2313.1 Amendment, Suspension or Termination of the Plan
    
    
    2313.2 Changes in Common Stock or Assets of the Company, Acquisition or
Liquidation of the Company and Other Corporate Events
    
    
    2413.3 No Stockholder Rights
    
    
    2613.4 Paperless Administration
    
    
    2613.5 Effect of Plan upon Other Compensation Plans
    
    
    2713.6 Compliance with Laws
    
    
    2713.7 Titles and Headings, References to Sections of the Code, the Securities
Act or Exchange Act
    
    
    2713.8 Governing Law
    
    
    2713.9 Section 409A
    
    
    2713.10 No Rights to Awards
    
    
    2813.11 Unfunded Status of Awards
    
    
    2813.12 Indemnification
    
    
    2813.13 Term
    
    
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KB HOME
2010 EQUITY INCENTIVE PLAN
 ARTICLE 1.
PURPOSE
 Plan Company
 ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
  Affiliate
 Award
 Award Agreement
 Award Limit
 Board
 Change of Ownership provided provided
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provided
 Code
 Committee
 Common Stock
 Company Stock Administrator
 Consultant
 Covered Employee
 Director
 Effective Date
 Eligible Individual
  2




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Employee
 Equity Restructuring
 Exchange Act
 Fair Market Value
 The Wall Street
Journal
 The Wall Street Journal
  Full Value Award
 Greater Than 10% Stockholder
 Holder
 Incentive Stock Option
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Non-Employee Director
 Non-Qualified Stock Option
 Option provided however
 Performance Award
 Performance-Based Compensation
 Performance Criteria income/loss cash flow returns working capital margins liquidity revenues, cost initiative and stock price metrics strategic metrics
 Performance Goals
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Performance Period
 Permitted Transferee
 Program
 QDRO
 Restricted Stock
 Restricted Stock Units
 Retirement
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Securities Act
 Securities Exchange
 Shares
 Stock Appreciation Right
 Stock Payment
 Substitute Award provided however
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provided however
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Treasury Regulations
 ARTICLE 3.
SHARES SUBJECT TO THE PLAN
 Number of Shares
   provided
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Stock Distributed
 ARTICLE 4.
GRANTING OF AWARDS
 Participation.
 Award Agreement
 Programs
 Limitations Applicable to Section 16 Persons
 Fiscal Year Award Limit.
 Minimum Vesting provided, however,
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At-Will Employment
 Stand-Alone and Tandem Awards
 ARTICLE 5.
PERFORMANCE-BASED COMPENSATION
 Purpose
 Applicability
 Types of Awards
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Procedures with Respect to Performance-Based Awards
 Payment of Performance-Based Awards
 Additional Limitations
 ARTICLE 6.
GRANTING OF OPTIONS
 Granting of Options to Eligible Individuals provided, however
 Qualification of Incentive Stock Options
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Option Exercise Price
 Option Term provided however
 Option Vesting.
 Substitute Awards provided
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Substitution of Stock Appreciation Rights provided,
 ARTICLE 7.
EXERCISE OF OPTIONS
 Partial Exercise
 Manner of Exercise
     Notification Regarding Disposition
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ARTICLE 8.
AWARD OF RESTRICTED STOCK
 Award of Restricted Stock
  provided however
 Rights as Stockholders provided however
 Restrictions
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Repurchase or Forfeiture of Restricted Stock
 Certificates for Restricted Stock
 Section 83(b) Election
 ARTICLE 9.
AWARD OF PERFORMANCE AWARDS, STOCK
PAYMENTS AND RESTRICTED STOCK UNITS
 Performance Awards
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Stock Payments
 Restricted Stock Units
 Term
 Exercise or Purchase Price
 ARTICLE 10.
AWARD OF STOCK APPRECIATION RIGHTS
 Grant of Stock Appreciation Rights
 provided,
however
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provided
 Stock Appreciation Right Term provided however
 Stock Appreciation Right Vesting
 Manner of Exercise
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Payment
 ARTICLE 11.
ADDITIONAL TERMS OF AWARDS
 Payment provided
 Tax Withholding
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Transferability of Awards
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Conditions to Issuance of Shares
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Forfeiture Provisions
 Prohibition on Repricing
 Permitted Replacement Awards
 Shareholder Approval of Certain Accelerations
 ARTICLE 12.
ADMINISTRATION
 Committee
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provided
 Duties and Powers of Committee provided
 Action by the Committee
 Authority of Committee
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Decisions Binding
 Delegation of Authority provided
 ARTICLE 13.
MISCELLANEOUS PROVISIONS
 Amendment, Suspension or Termination of the Plan
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Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the
Company and Other Corporate Events.
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not provided, however, provided, further,
 No Stockholder Rights
 Paperless Administration
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Effect of Plan upon Other Compensation Plans
 Compliance with Laws
 Titles and Headings, References to Sections of the Code, the Securities Act or Exchange
Act
 Governing Law
 Section 409A
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No Rights to Awards
 Unfunded Status of Awards
 Indemnification
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Term th
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