exv10w3



 





 




    EXHIBIT 10.3



 




    TOLL
    BROTHERS, INC. STOCK INCENTIVE PLAN (1998)

    



 




    STOCK
    AWARD



 



    This Stock Award (the “Award Agreement”) constitutes
    an Award Agreement in connection with the grant of an Award by
    Toll Brothers, Inc. (the “Company”) pursuant to the
    terms of the Toll Brothers, Inc. Stock Incentive Plan (1998)
    (the “1998 Plan”). This Award consists of a grant of
    96,586 shares of Common Stock (the “Award
    Shares”), granted on this 5th day of January, 2007
    (the “Date of Grant”) to Robert I. Toll (the
    “Grantee”), and is subject to all applicable terms and
    conditions set forth in the 1998 Plan.



 



    1.  Definitions.  All
    capitalized terms contained in this Award Agreement shall have
    the meaning set forth in the 1998 Plan unless otherwise defined
    herein or as may be required by the context.



 



    2.  Purchase Price.  The
    purchase price per share for the Award Shares shall be $31.06,
    which was the closing price of the Company’s common stock
    on the New York Stock Exchange on the Date of Grant. Grantee
    shall deliver to the Company on the Date of Grant the aggregate
    purchase price (the “Purchase Price”) for the Award
    Shares.



 



    3.  Restrictions on the Award
    Shares.  Grantee shall not be permitted to
    sell, transfer, pledge or assign the Award Shares at any time
    except to the extent such Award Shares have become vested
    pursuant to the terms of this Award Agreement or the 1998 Plan.
    The period during which such restrictions are effective is
    referred to herein as the “Restricted Period.” The
    Company shall, in its discretion, either maintain possession of
    the certificates respecting the Award Shares, place the
    certificates in the custody of an escrow agent for the period
    the Award Shares are not vested, or transfer certificates to the
    Grantee; provided, however, that such certificates shall be
    legended in a manner determined to be appropriate by the
    Committee that indicates such restrictions as are in effect with
    respect to the Award Shares evidenced by such certificates.



 



    4.  Lapse of
    Restrictions.  Subject to the terms and
    conditions set forth herein and in the 1998 Plan, the
    restrictions set forth in Paragraph 3 with respect to the
    Award Shares shall lapse (and the Award Shares shall be
    considered as “vested”) with respect to one-half (1/2)
    of the Award Shares on the first anniversary of the Date of
    Grant, and with respect to the remaining Award Shares on the
    second anniversary of the Date of Grant (each such date being a
    “Vesting Date”); provided, however, that such
    restrictions shall lapse on such dates only if the Grantee has
    been an employee of the Company or a member of the
    Company’s Board of Directors (the “Board”)
    continuously from the Date of Grant through such Vesting Date.
    Except as otherwise provided, Grantee shall be required to
    transfer back to the Company any Award Shares that have not
    become vested as of the date Grantee’s service as an
    employee of the Company and as a member of the Board terminates
    upon payment to Grantee of the lesser of (a) the Purchase
    Price paid by Grantee for the Award Shares, and (b) the
    fair market value of the Award Shares as of the date of such
    termination of employment or service.



 



    5.  Vesting Date on Death or
    Disability.  Notwithstanding the foregoing,
    the Grantee’s Award Shares shall, if not already vested,
    become fully vested in the event the Grantee’s service as
    an employee of the Company or as a member of the Board
    terminates by reason of the Grantee’s death or by reason of
    the grantee’s “disability” (as that term is used
    for purposes of the 1998 Plan).



 



    6.  Vesting on Change of
    Control.  In the event there is a Change of
    Control while Grantee is employed by the Company or serving as a
    member of the Board, Grantee’s Award Shares shall
    immediately become fully vested.



 



    7.  Vesting on
    Retirement.  Notwithstanding the foregoing,
    the Grantee’s Award Shares shall, if not already vested,
    become fully vested in the event the Grantee’s service as
    an employee of the Company or as a member of the Board
    terminates by reason of the Grantee’s
    “retirement” from the Company. For purposes of this
    Agreement “retirement” shall be defined as Grantee
    voluntarily terminating his service to the Company after
    reaching the age of 62 and, not engaging directly or indirectly
    as a proprietor, equity holder, investor (except as a passive
    investor not holding more than 5% of the outstanding capital
    stock of a publicly held company), lender, partner, director,
    officer, employee, consultant or representative in the
    “Home Building Business”, as determined by the Board.
    As used herein, the term “Home Building Business”
    shall generally means any business determined by the Board to be
    involved in the acquisition, development or improvement of any
    real estate for potential residential use, or the purchase,
    construction, development, marketing or sale of single or
    multi-family residential units or any other business which
    competes with the Company as determined by the Board.













 





 



    8.  Rights of Grantee.  During
    the Restricted Period, Grantee shall have the right to vote the
    Award Shares and to receive dividends. Stock dividends received
    with respect to the Award Shares shall be subject to the same
    restrictions as the Award Shares.



 



    9.  Notices.  Any notice to
    the Company under this Agreement shall be made in care of the
    Committee to the office of the General Counsel, at the
    Company’s main offices. All notices under this Agreement
    shall be deemed to have been given when hand delivered or
    mailed, first class postage prepaid, and shall be irrevocable
    once given.



 



    10.  Securities Laws. The Committee may
    from time to time impose any conditions on the Award Shares as
    it deems necessary or advisable to ensure that Shares are issued
    and resold in compliance with the Securities Act of 1933, as
    amended.



 



    11.  Delivery of
    Shares.  Within ten (10) business days of
    any Vesting Date, the Company shall, without payment from the
    Grantee (or the person to whom ownership rights may have passed
    by will or the laws of descent and distribution) for the Award
    Shares, (i) deliver to the Grantee (or such other person) a
    certificate for the Award Shares or (ii) if consented to by
    the Grantee (or such other person), deliver electronically to an
    account designated by the Grantee (or such other person) the
    Award Shares, in either case without any legend or restrictions,
    except for such restrictions as may be imposed by the Committee,
    in its sole judgment. The Company may condition delivery of the
    Award Shares upon the prior receipt from Grantee (or such other
    person) of any undertakings which it may determine are required
    to assure that the Award Shares are being issued in compliance
    with federal and state securities laws. The right to payment of
    any fractional Shares shall be satisfied in cash, measured by
    the product of the fractional amount times the fair market value
    of a Share on the Vesting Date, as determined by the Committee.



 



    12.  Award Not to Affect
    Service.  The Award granted hereunder shall
    not confer upon Grantee any right to continue as an employee of
    the Company or as a member of the Board or to serve in any other
    capacity for the Company or any Affiliate.



 



    13.  Amendment to Award
    Agreement.  Notwithstanding anything contained
    herein to the contrary, the Committee shall have the authority
    to amend or modify the terms and conditions set forth in this
    Award Agreement if the Committee determines, at its discretion,
    that any such amendment or modification is necessary or
    appropriate; provided, however, that the terms of this Award
    Agreement may not be changed in a manner that is unfavorable to
    the Grantee without the Grantee’s consent.



 



    14.  Miscellaneous.



 



    (a) The address for Grantee to which notice, demands and
    other communications to be given or delivered under or by reason
    of the provisions hereof shall be the Grantee’s address as
    reflected in the Company’s personnel records.



 



    (b) Grantee acknowledges receipt of a copy of the 1998 Plan
    prospectus, included in which is a summary of the terms of the
    1998 Plan and a copy of which is annexed hereto. The summary
    contained therein is qualified in its entirety by reference to
    the terms of the 1998 Plan, copies of which are available with
    the Company’s public filings with the United States
    Securities and Exchange Commission at www.sec.gov, or by
    oral or written request directed to the Company. The Grantee
    represents that
    he/she is
    familiar with the terms and provisions of the 1998 Plan, and
    hereby accepts the Award subject to all of the terms and
    provisions thereof. Grantee agrees to hereby accept as binding,
    conclusive and final all decisions or interpretations of the
    Committee upon any questions arising under the 1998 Plan or this
    Agreement. Grantee authorizes the Company to withhold in
    accordance with applicable law from any compensation payable to
    him/her any taxes required to be withheld be federal, state or
    local law in connection with the Award.



 



    (c) The validity, performance, construction and effect of
    this Award shall be governed by the laws of Pennsylvania,
    without giving effect to principles of conflicts of law.



 



    IN WITNESS WHEREOF, this Award Agreement has been executed on
    this 5th day of January, 2007.



 


	 	 	 
	

    TOLL BROTHERS, INC.
    


	
 
	
    GRANTEE:
    

	
 
	
 
	
 

	

    By:     Joel
    H. Rassman
    


	
 
	
    Robert I. Toll
    

	

    Name:  Joel H. Rassman
    


	
 
	
    Robert I. Toll
    

	

    Title:   Chief
    Financial Officer
    


	
 
	
 










    

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