exv10w1






Exhibit 10.1




D.R. HORTON, INC.

GRANT NOTICE FOR 2006 STOCK INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK UNITS



FOR GOOD AND VALUABLE CONSIDERATION, D. R. Horton, Inc. (the “Company”), hereby grants to Grantee
named below the number of performance restricted stock units specified below (the “Award” or the
“Performance RSUs”), upon the terms and subject to the conditions set forth in this Grant Notice,
the Company’s 2006 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the
“Standard Terms and Conditions”) adopted pursuant to such Plan and provided to Grantee, each as
amended from time to time. Each performance restricted stock unit subject to this Award represents
the right to receive one share of the Company’s Common Shares, subject to the conditions set forth
in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted
pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and
Conditions.




	 	 	 	 	 

	Name of Grantee:
	 	 	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 
	 	 	 	 
	Number of performance restricted

	 	 	 	(Target) (“Target Award”)
	 

	 	 	 	 
	stock units subject to the Award at

	 	 	 	(Maximum)
	 

	 	 	 	 
	target and maximum performance:
	 	 	 	 





By accepting this Grant Notice, Grantee acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the
Standard Terms and Conditions.




	 	 	 	 	 	 	 	 	 

	Grantee:	 	 	 	 	 	D.R. HORTON, INC.,
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	a Delaware Corporation
	Printed Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	The Compensation Committee of the Board of Directors
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 





 









 





D.R. HORTON, INC.

STANDARD TERMS AND CONDITIONS FOR

PERFORMANCE RESTRICTED STOCK UNITS



These Standard Terms and Conditions apply to any Award of performance restricted stock units
granted to an employee of the Company under the Company’s 2006 Stock Incentive Plan (the “Plan”),
on ____________, which are evidenced by a Grant Notice or an action of the Committee that
specifically refers to these Standard Terms and Conditions.





	1.	 	TERMS OF PERFORMANCE RESTRICTED STOCK UNITS
	 
	 	 	D.R. Horton, Inc., a Delaware corporation (the “Company”), has granted to the Grantee named
in the Grant Notice provided to said Grantee herewith (the “Grant Notice”) an award of a
number of performance restricted stock units (the “Award” or the “Performance RSUs”)
specified in the Grant Notice. Each Performance RSU represents the right to receive one
share of the Company’s Common Shares, $0.01 par value per share (the “Common Shares”) upon
the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms
and Conditions, and the Plan, each as amended from time to time.
	 
	2.	 	VESTING OF PERFORMANCE RESTRICTED STOCK UNITS
	 
	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of these Standard
Terms and Conditions. After the Grant Date, subject to termination or acceleration as
provided in these Standard Terms and Conditions and the Plan, the Award shall become vested
as described in this Section 2 with respect to that number of Performance RSUs as described
in this Section 2.
	 
	 	 	[Examples of Performance Goals]






	 	A.	 	The number of Performance RSUs that may be paid to you shall be based upon the
Company’s achievement of the following four performance goals (“Performance Goals”)
over the Performance Period: (i) Relative Total Shareholder Return (“TSR”) (as defined
in Section 17), (ii) Relative Return on Investment (“ROI”) (as defined in Section 17),
(iii) Relative SG&A Containment (“SG&A Containment” or “SG&A”) (as defined in Section
17), and (iv) Relative Gross Profit (“GP”) (as defined in Section 17). Each of TSR,
ROI, SG&A and GP shall be given twenty-five percent (25%) weight when ranking relative
performance and when calculating the final vesting of the Award. See Exhibit C for
examples of this calculation. Ranking of the relative performance of the Company and
its peers shall be in accordance with the following ranking tables:




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Total Shareholder Return (weighted 25% of Target Award)





	 	 	[Examples of Rankings] The Grantee shall vest in the TSR portion of the Award based on the
Company’s performance of Total Shareholder Return as compared to the Total Shareholder
Return of the S&P 500 Index over the two year Performance Period. Total Shareholder Return
is to be determined by Standard and Poor’s after the Performance Period using the same or
materially similar criteria used by them in preparing the stock performance graph included
each year in the Company’s public filings (Form 10-K for proxy statement, as applicable).
The Grantee shall receive the number of Performance RSUs in relation to the Company’s TSR
performance as compared to the S&P 500 Index’s TSR performance as set forth in the table
below (See Exhibit A for examples of hypothetical TSR rankings):





	 	 	 	 	 
	Company TSR	 	 
	relative to	 	Number of
	S&P 500 Index TSR	 	Performance RSUs Awarded
	 
	 	 	 	 
	10 percentage points below

	 	 zero	 	 
	9 percentage points below

	 	 2,500
	 	(Threshold)
	8 percentage points below

	 	 5,000	 	 
	7 percentage points below

	 	 7,500	 	 
	6 percentage points below

	 	 10,000	 	 
	5 percentage points below

	 	 12,500	 	 
	4 percentage points below

	 	 15,000	 	 
	3 percentage points below

	 	 17,500	 	 
	2 percentage points below

	 	 20,000	 	 
	1 percentage point below

	 	 22,500	 	 
	 
	 	 	 	 
	Equal to S&P 500 Index TSR

	 	 25,000
	 	(Target)
	 
	 	 	 	 
	1 percentage point above

	 	 27,500	 	 
	2 percentage points above

	 	 30,000	 	 
	3 percentage points above

	 	 32,500	 	 
	4 percentage points above

	 	 35,000	 	 
	5 percentage points above

	 	 37,500	 	 
	6 percentage points above

	 	 40,000	 	 
	7 percentage points above

	 	 42,500	 	 
	8 percentage points above

	 	 45,000	 	 
	9 percentage points above

	 	 47,500	 	 
	10 percentage points above

	 	 50,000
	 	(Maximum)





The final number of Performance RSUs under this TSR Performance Goal shall be determined using the
above percentages and rankings. Performance and percentages that fall between those listed in the
table above shall be ranked using linear interpolation. Under the TSR component of the Performance
Goals and after giving effect to the 25% weighting to the total Target Award, the number of
Performance RSUs that can be earned is as follows: 50,000 Maximum, 25,000 Target and 2,500
Threshold.






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ROI and SG&A and GP (each weighted 25% of Target Award)




	 	 	 	 	 
	Performance Level Performance	 	 	 	 
	Compared to Peer Group	 	Payout	 	Performance RSUs
	1st Place
	 	Maximum
	 	150,000
	2nd Place
	 	 	 	131,250
	3rd Place
	 	 	 	112,500
	4th Place
	 	 	 	93,750
	5th Place
	 	Target
	 	75,000
	6th Place
	 	 	 	62,500
	7th Place
	 	 	 	50,000
	8th Place
	 	 	 	37,500
	9th Place
	 	 	 	25,000
	10th Place
	 	Threshold
	 	12,500
	11th Place
	 	 	 	0







	 	 	 	Note: See Exhibit B for the complete listing of Homebuilder Peer Group.
	 
	 	 	 	The final number of Performance Units under the ROI, SG&A and GP Performance Goals
shall be determined using the above table. Under these three components of the
Performance Goals, the collective number of Performance RSUs that can be earned is:
Maximum 150,000, Target 75,000, and Threshold 12,500.
	 
	 	B.	 	After adjustment for forfeitures as provided in Section 2, the number of
Performance RSUs paid to you will be determined based on the Company’s ranking on each
of the four Performance Goals. Notwithstanding the foregoing, the maximum number of
Performance RSUs you can earn will be an aggregate of 200% (two times) the original
Target Award granted to you, and the minimum number of Performance RSUs that you can
earn is zero.
	 
	 	C.	 	Issuance of shares earned under this Award shall be made to you as soon as
practicable but no later than 45 days following certification by the Compensation
Committee of the Board of Directors of the Company (the “Committee”) as set forth
below, unless you timely elect a deferred payment/receipt in the manner and within the
time frames specified by the Committee and in compliance with Code Section 409A (the
“Payout Date”). In the event of your death prior to the Payout Date, any amount payable
to you under the Award will be paid to your designated beneficiary or, if none, to your
estate. Prior to any issuance under this Award, the Committee shall certify in
writing, by resolution or otherwise, that the Performance Goals and any other material
terms of the Award were in fact satisfied and the amount to be paid in respect of the
Performance RSUs as a result of the achievement of the Performance Goals.




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	 	D.	 	The Award shall vest as follows:






	 	 	The number of Performance RSUs that vest will be determined after the completion of the
performance period, which shall begin on October 1, 2010 and end on September 30, 2012 (the
“Performance Period”), and will be based on the final peer rankings on each of the four
Performance Goals as set forth in this Section 2.
	 
	 	 	Notwithstanding anything contained in these Standard Terms and Conditions to the contrary:






	 	(i)	 	if the Grantee’s separation from service is due to death or
disability before September 30, 2012, then after the Performance Period is
completed and vesting determined, if any, the Grantee or his beneficiaries will
be paid a number of Performance RSUs determined on a pro-rata basis based on
the number of full months completed from the Grant Date before the death or
disability.
	 
	 	(ii)	 	if after 13 months has passed since the Grant Date, the
Grantee’s separation from service is due to voluntary (without cause) or
involuntary (without cause) termination, retirement or resignation before
September 30, 2012, then after the Performance Period is completed and vesting
determined, if any, the Grantee will be paid a number of Performance RSUs
determined on a pro-rata basis based on the number of full months completed
from the Grant Date to the date of separation of service.
	 
	 	(iii)	 	if the Grantee’s separation from service is for any reason
other than those listed in (i) and (ii) above, any unvested portion of the
Award held by the Grantee shall be forfeited and canceled as of the date of
such separation of service.






	 	 	For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator
is the number of full months completed between October 1, 2010 and the date of the Grantee’s
separation of service, and the denominator is 24 months.
	 
	3.	 	SETTLEMENT OF PERFORMANCE RESTRICTED STOCK UNITS
	 
	 	 	Vested Performance RSUs shall be settled by the delivery to the Grantee or a designated
brokerage firm of one Share per vested Performance RSU on or before November 30, 2012 or as
soon as reasonably practicable thereafter.
	 
	4.	 	RIGHTS AS STOCKHOLDER
	 
	 	 	The Grantee shall have no voting rights and no right to receive any dividends with respect
to Common Shares underlying Performance RSUs unless and until such Common Shares are
reflected as issued and outstanding shares on the Company’s stock ledger.




5









 












	5.	 	CHANGE IN CONTROL
	 
	 	 	Unless otherwise provided in an employment, severance or other agreement between the Company
and the Grantee, the Committee shall determine the effect of a Change in Control on all
unvested Performance RSUs. Without limitation, the Committee may provide for the
acceleration of vesting of all or a portion of the unvested Performance RSUs at such
performance level as determined by the Committee, for a payment based on the Change in
Control Price in settlement of the Performance RSUs at such performance level as determined
by the Committee, or for the assumption or substitution of Performance RSUs by the Grantee’s
employer (or the parent or an Affiliate of such employer) or other service recipient that
engages the Grantee immediately following the Change in Control. In all events, any action
under this Section 5 shall comply with the applicable requirements of Section 409A of the
Code.
	 
	6.	 	RESTRICTIONS ON RESALES OF SHARES
	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Grantee or other subsequent
transfers by the Grantee of any Common Shares issued in respect of vested Performance RSUs,
including without limitation (a) restrictions under an insider trading policy, (b)
restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee
and other holders and (c) restrictions as to the use of a specified brokerage firm for such
resales or other transfers.
	 
	7.	 	INCOME TAXES
	 
	 	 	The Company shall not deliver shares in respect of any Performance RSUs unless and until the
Grantee has made arrangements satisfactory to the Committee to satisfy applicable
withholding tax obligations. Unless otherwise permitted by the Committee, withholding shall
be effected by withholding Common Shares issuable in connection with the delivery of the
Performance RSUs (net withholding provision) in an amount to satisfy the Grantee’s
withholding tax obligations. The Grantee acknowledges that the Company shall have the right
to deduct any taxes required to be withheld by law in connection with the delivery of the
Performance RSUs from any amounts payable by it to the Grantee (including, without
limitation, future cash wages).
	 
	8.	 	NON-TRANSFERABILITY OF AWARD
	 
	 	 	The Grantee represents and warrants that the Performance RSUs are being acquired by the
Grantee solely for the Grantee’s own account for investment and not with a view to or for
sale in connection with any distribution thereof. The Grantee further understands,
acknowledges and agrees that, except as otherwise provided in the Plan, the Performance RSUs
may not be sold, assigned, transferred, pledged or otherwise directly or indirectly
encumbered or disposed of except to the extent expressly permitted hereby and at all times
in compliance with the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Securities Exchange Commission thereunder, and in compliance with
applicable state securities or “blue sky” laws and non-U.S. securities laws. Unless




6









 






	 	 	permitted by the Committee, the Performance RSUs may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated by the Grantee other than by will or the
laws of descent and distribution.






	9.	 	THE PLAN AND OTHER AGREEMENTS
	 
	 	 	In addition to these Terms and Conditions, the Award shall be subject to the terms of the
Plan, which are incorporated into these Standard Terms and Conditions by this reference.
Certain capitalized terms not otherwise defined herein are defined in the Plan. In the event
of a conflict between the terms and conditions of these Standard Terms and Condition and the
Plan, the Plan controls.
	 
	 	 	Subject to the next paragraph, the Grant Notice, these Standard Terms and Conditions and the
Plan constitute the entire understanding between the Grantee and the Company regarding the
Award, and any prior agreements, commitments or negotiations concerning the Award are
superseded.
	 
	 	 	The Award (including the terms described herein) are subject to the provisions of the Plan
and, if the Grantee is outside the U.S., there may be an addendum containing special terms
and conditions applicable to grants in the Grantee’s country. The grant of the Performance
RSUs to any such Grantee is contingent upon the Grantee executing and returning any such
addendum in the manner directed by the Company.
	 
	10.	 	NOT A CONTRACT FOR EMPLOYMENT
	 
	 	 	Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other
instrument executed pursuant to the Plan shall confer upon the Grantee any right to continue
in the Company’s employ or service nor limit in any way the Company’s right to terminate the
Grantee’s employment or other service at any time for any reason.
	 
	11.	 	SEVERABILITY
	 
	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
	 
	12.	 	HEADINGS
	 
	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.




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	13.	 	FURTHER ASSURANCES
	 
	 	 	Each party shall cooperate and take such action as may be reasonably requested by another
party in order to carry out the provisions and purposes of these Standard Terms and
Conditions.
	 
	14.	 	BINDING EFFECT
	 
	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
	 
	15.	 	ELECTRONIC DELIVERY
	 
	 	 	By executing the Grant Notice, the Grantee hereby consents to the delivery of information
(including, without limitation, information required to be delivered to the Grantee pursuant
to applicable securities laws) regarding the Company and its subsidiaries, the Plan, and the
Performance RSUs via Company web site or other electronic delivery.
	 
	16.	 	SECTION 409A
	 
	 	 	The Award shall be administered pursuant to the requirements of Section 409A of the Code.
For purposes hereof, “separation from service” shall have the meaning specified in Section
409A of the Code and the regulations thereunder. To the extent required by Section 409A of
the Code, any payment hereunder to a Grantee is a “specified employee” shall be delayed
until six months following such Grantee’s separation from service.
	 
	17.	 	DEFINITIONS [Examples of Performance Goal and Related Definitions]
	 
	 	 	Total Shareholder Return: For purposes of Total Shareholder Return, the following terms
shall have the following meanings:
	 
	 	 	     “Relative Total Shareholder Return” for the Performance Period means the Company’s
Total Shareholder Return, as compared to the S&P 500 Index Total Shareholder Return. See
Exhibit A for examples of this calculation. For this purpose the Total Shareholder Return shall
be computed by Standard and Poor’s.
	 
	 	 	     “Total Shareholder Return” shall mean the total shareholder return of the Company and
for the S&P 500 Index for the Performance Period as determined by Standard and Poor’s after
the Performance Period using the same or materially similar criteria used by Standard and
Poor’s in preparing the stock performance graph included each year in the Company’s public
filings (Form 10-K or proxy statement, as applicable).




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	 	 	Return on Investment: For purposes of Return on Investment, the following terms shall have
the following meanings:
	 
	 	 	     “Annual Pre-Tax Income” for a period of four consecutive quarters means the sum of
quarterly homebuilding income (loss) before income taxes (including corporate general and
administrative expenses) during the four quarters of the Company’s fiscal year.
	 
	 	 	     “Annual Return on Investment” or “Annual ROI” for a period of four consecutive quarters
means the Annual Pre-Tax Income for the four quarters of the Company’s fiscal year divided
by the Annual Total Assets for the four quarters of the Company’s fiscal year.
	 
	 	 	     “Annual Total Assets” for a period of four consecutive quarters of the Company’s fiscal
year means the average of the beginning balance of total inventories, excluding land
inventory not owned, as of the end of the quarter immediately preceding the first quarter
(i.e., September 30, 2010) and as of the end of each of the four quarters of the Company’s
fiscal year (i.e., December 31st, March 31st, June 30th and
September 30th).
	 
	 	 	     “Performance Period Return on Investment” or “Performance Period ROI” means the sum of
(1) the Annual ROI for the four consecutive quarters ending September 30, 2011, and (2) the
Annual ROI for the four consecutive quarters ending September 30, 2012.
	 
	 	 	     “Relative Return on Investment” or “Relative ROI” means the Performance Period ROI of
the Company, compared to the other members of the Homebuilding Peer Group.
	 
	 	 	SG&A Containment: For purposes of SG&A Containment or SG&A, the following terms shall have
the following meanings:
	 
	 	 	     “SG&A Containment” or “SG&A” means consolidated homebuilding selling, general and
administrative expense (including corporate general and administrative expenses) as a
percent of consolidated homebuilding revenue determined from the Company’s or from a
Homebuilding Peer Group member’s, as applicable, Consolidated Statements of Operations (or
equivalent statement or disclosure in a publicly filed Form 10-K or Form 10-Q), for the Performance Period.
	 
	 	 	     “Relative SG&A Containment” means the SG&A Containment (of the Company and each member
of the Homebuilding Peer Group, determined on an individual basis as applicable), as
compared to and ranked with the other members of the Homebuilding Peer Group.




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	 	 	Gross Profit: For purposes of Gross Profit, the following terms shall have the following
meanings:
	 
	 	 	     “Gross Profit” means gross profit (homebuilding revenue minus homebuilding cost of
sales, including impairments and related write-off costs) divided by homebuilding
revenue (expressed as a percentage) as reported in the Consolidated Statements of Operations
(or equivalent statement or disclosure in a publicly filed Form 10-K or Form 10-Q), for the
Performance Period, expressed in percentage terms.
	 
	 	 	     “Relative Gross Profit” means the Gross Profit (of the Company and each member of the
Homebuilding Peer Group, determined on an individual basis as applicable), as compared to
and ranked with the other members of the Homebuilding Peer Group.
	 
	 	 	Other Definitions:
	 
	 	 	     “Code” means the Internal Revenue Code of 1986, as amended, and the rulings,
regulations and other guidance thereunder.
	 
	 	 	     “Homebuilding Peer Group” means the companies listed on Exhibit B. If a member of the
Peer Group is acquired or is otherwise a party to a corporate transaction and no longer
exists as a separate entity, or if its common stock is delisted, the ranking of the ROI,
SG&A and GP Performance Goals of the Homebuilding Peer Group will be determined for the
performance period retroactively to October 1, 2010, without such former peer group member.
	 
	 	 	     “Performance Period” means the 2-year period (8 quarters or 24 months)
beginning October 1, 2010 and ending September 30, 2012. In comparing results
of the Company with the performance of the other companies in the Homebuilding
Peer Group, there shall be used the fiscal quarter that corresponds to the same
fiscal quarter of the Company, or if there is not a comparable period, then the
fiscal quarter ending most closely before a fiscal quarter of the Company and,
in the case of fiscal year computations, there shall be used the four fiscal
quarters ending at or most closely preceding the fiscal year of the Company;
provided that the performance metrics will be compared to those of the
Company’s Homebuilding Peer Group based on publicly available information of
the Homebuilding Peer Group at September 30, 2011, and 2012, as applicable.
	 
	 	 	     “Retirement” has the meaning set forth in the Plan or in a manner consistent
with the Company’s other incentive plans or such date as the Committee shall
approve.
	 
	 	 	     “Disability” has the meaning set forth in the Plan or in a manner consistent
with the Company’s other incentive plans or such date as the Committee shall
approve.
	 
	(a)	 	Rules of Construction. All references to Sections refer to sections in this Award. The
titles to sections of this Award are for convenience of reference only and, in the case of
conflict, the text of this Award, rather than the titles, shall control.




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EXHIBIT A




Examples of Total Shareholder Return Rankings



Company compared to S&P 500 Index


Example 1: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10%
and DHI had a Total Shareholder Return of 10% then the ranking payout on this TSR Performance Goal
would be equal to the Target RSUs of 25,000.



Example 2: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10%
and DHI had a Total Shareholder Return of 5% then the ranking payout on this TSR Performance Goal
would equal to 12,500 RSUs (25,000 minus 12,500).



Example 3: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10%
and DHI had a Total Shareholder Return of 14% then the ranking payout on this TSR Performance Goal
would equal to 35,000 RSUs (25,000 plus 10,000).



Example 4: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of 10%
and DHI had a Total Shareholder Return of 20% then the ranking payout on this TSR Performance Goal
would equal to 50,000 RSUs (25,000 plus 25,000).



Example 5: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -5%
and DHI had a Total Shareholder Return of -5% then the ranking payout on this TSR Performance Goal
would equal to 25,000 RSUs (equal to Target).



Example 6: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -4%
and DHI had a Total Shareholder Return of -6% then the ranking payout on this TSR Performance Goal
would equal to 20,000 RSUs (25,000 minus 5,000).



Example 7: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -1%
and DHI had a Total Shareholder Return of 0% (flat) then the ranking payout on this TSR Performance
Goal would equal to 27,500 RSUs (25,000 plus 2,500).



Example 8: If after the Performance Period the S&P 500 Index had a Total Shareholder Return of -1%
and DHI had a Total Shareholder Return of 1% then the ranking payout on this TSR Performance Goal
would equal to 30,000 RSUs (25,000 plus 5,000).








A-1









 








EXHIBIT B




MEMBERS OF HOMEBUILDING PEER GROUP




	 	 	Peer Group for Operating Performance Metrics (ROI, SG&A and GP):





	 	 	 

	Beazer Homes USA

	 	Meritage Homes Corp
	Hovnanian Enterprises

	 	NVR, Inc.
	KB Home

	 	Pulte Homes
	Lennar Corporation

	 	Ryland Group
	M.D.C. Holdings

	 	Toll Brothers







	 	 	Total of ten companies in Homebuilder Peer Group related to ROI, SG&A and GP (eleven
including the Company (DHI)).





B-1









 





EXHIBIT C

EXAMPLES OF FINAL RANKING CALCULATIONS

(to follow)





C-1