Exhibit 10.60





Exhibit 10.60




AGREEMENT




This AGREEMENT (this “Agreement”) is entered into as of July 15, 2010, between KB Home, a
Delaware corporation (the “Company”), and Wendy C. Shiba (“Executive”), in connection with the
termination of Executive’s employment with the Company.



1. Effective Date. Subject to Section 6 below, the effective date of the termination
of Executive’s employment (the “Effective Date”) shall be the earlier of (a) December 31, 2010 and
(b) the date on which there has been a “Termination”, as defined in the Company’s Executive
Severance Plan (which is consistent with the requirements of Section 409A of the Internal Revenue
Code). Subject to Section 6 below, for all relevant purposes, the termination of Executive’s
employment shall be characterized as “without cause”.




2. Title, Salary and Benefits.



(a) Effective on the date hereof, Executive shall become “Executive Vice President and Special
Counsel to the Chief Executive Officer”, and she shall serve with such title until the Effective
Date.



(b) Until the Effective Date, Executive shall continue to receive her base salary at the rate
in effect on June 30, 2010 (pursuant to the Company’s regular payroll), and she shall continue to
be eligible to participate in the Company’s executive benefits program.



3. Executive Severance Plan. Following the Effective Date, and subject to compliance
with the terms and conditions of the Executive Severance Plan (including, without limitation, the
delivery and effectiveness of a full release of claims), Executive shall be entitled to begin
receiving benefits under Article IV of the Executive Severance Plan as a “Group A Participant”,
without modification of any kind.



4. Equity-Based Awards. The parties acknowledge that the Management Development and
Compensation Committee of the Company’s Board of Directors (the “MDCC”) has approved certain
modifications to Executive’s outstanding equity-based awards to take effect on the Effective Date,
subject to Section 6 below. Specifically, the MDCC has agreed to (1) accelerate the vesting of
Executive’s stock appreciation rights (representing unvested rights with respect to 116,449 shares)
and stock options (representing unvested rights with respect to 70,768 shares), as well as 10,930
unvested shares of restricted stock and 19,471 unvested phantom shares, and (2) set the
post-termination exercise periods of her stock appreciation rights and options at their full
remaining terms.



5. Acceleration of Effective Date. Executive shall be entitled to voluntarily
accelerate the Effective Date of her termination without affecting her rights under the Executive
Severance Plan or the modifications to her equity awards described in Section 4 above; provided
that Executive’s entitlement to her base salary shall terminate on such earlier Effective Date, and
her severance period under the Executive Severance Plan shall start immediately following such
earlier Effective Date.



6. No Right to Employment. Notwithstanding anything in this Agreement to the
contrary, the Company shall have the right to unilaterally accelerate the Effective Date either



 


 









 





with “Cause”, as defined in the Executive Severance Plan, or without “Cause”. If the Company
accelerates the Effective Date without “Cause”, Executive shall remain entitled to receive her base
salary and to participate in the Company’s executive benefits program under Section 2(b) above
until December 31, 2010, and her rights under the Executive Severance Plan and the modifications to
her equity-based awards described in Section 4 shall not be affected. If the Company accelerates
the Effective Date with “Cause”, Executive’s right to receive her base salary shall immediately
terminate, and her termination shall be changed to “for cause” for all relevant purposes, including
under the Executive Severance Plan; provided the parties agree that the Company shall not have
reason to accelerate the Effective Date for “Cause” under the Executive Severance Plan because the
level of Executive’s services would constitute a “Termination”, as defined in the Executive
Severance Plan; further provided that if Executive’s level of services does come to constitute such
a “Termination”, then the Effective Date shall be automatically accelerated to the date on which
such “Termination” occurs with the same consequences as if Executive voluntarily accelerated the
Effective Date under Section 5 above.



7. Consultation with Counsel. Each party represents and warrants to the other that it
has had the opportunity to discuss this Agreement with an attorney, and is signing this Agreement
freely and voluntarily.



8. Modifications. No modification, amendment or waiver of any of the provisions of
this Agreement shall be binding upon either party unless made in writing and signed by both
parties.



9. Severability. In the event that any provision of this Agreement, or portion
thereof, shall be held to be void, voidable, unlawful or for any reason unenforceable, the
remaining provisions or portions of this Agreement shall remain in full force and effect.



10. Integration. All prior and contemporaneous discussions, negotiations and
agreements have been and are merged and integrated into, and are superseded by, this Agreement.



11. Governing Law. This Agreement shall be governed by the laws of the State of
California as a contract entered into and to be performed entirely within the State of California
by residents of the State of California.



12. Counterparts. This Agreement may be executed in counterparts, which together
shall constitute one and the same instrument.



[Signature Page Follows]




 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	                                                  /s/ Wendy C. Shiba
 	 
	 	WENDY C. SHIBA 	 
	 
	 	KB HOME

 	 
	 	By:  	/s/ Thomas Norton
 	 
	 	 	Name:  	Thomas Norton 	 
	 	 	Title:  	Senior Vice President, Human Resources 	 




 


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