Exhibit 4.5


 


MERITAGE
HOMES CORPORATION

STOCK APPRECIATION RIGHTS AGREEMENT


 


This Stock Appreciation Rights Agreement (“Agreement”)
is between Meritage Homes Corporation (“Company”) and                        
(“Grantee”), as of the          
day of                    ,
2006 (“Date of Grant”).


 


RECITALS


 


A.            The
Company has adopted the Meritage Homes Corporation 2006 Stock Incentive Plan (“Plan”)
to provide incentives to attract and retain those individuals whose services
are considered unusually valuable by providing them an opportunity to own stock
in the Company.


 


B.            The
Company believes that entering into this Agreement with the Grantee is
consistent with those purposes. Any capitalized term not defined in this
Agreement will have the meaning as set forth in the Plan.


 


NOW THEREFORE, the Company and Grantee agree as
follows:


 


AGREEMENT


 


1.             GRANT OF SAR.
Subject to the terms of this Agreement and Article 8 of the Plan, the Company
grants to Grantee the right to exercise the Stock Appreciation Right (the “SAR”)
measured by            
shares of the common stock of the Company (“Stock”). The delivery of any
document evidencing the SAR is subject to the provisions of Section 8.1(a) of
the Plan.


 


2.             GRANT PRICE.
The Grant Price under this Agreement is $            per
share of Stock, as determined by the Committee, which shall not be less than
the Fair Market Value of a share of Stock on the Date of Grant.


 


3.             VESTING OF SAR.
The SAR shall vest and be exercisable according to the following schedule:


 


[insert schedule]


 


4.             PAYMENT FOR
EXERCISE OF SAR. The SAR awarded under this Agreement and pursuant to
Article 8 of the Plan permits the Grantee to receive, after exercise, the
excess of a number of shares of Stock equal to (1) the Fair Market Value of a
share of Stock on the date of exercise, over (2) the Grant Price of the SAR.


 


5.             METHOD OF
EXERCISING SAR. Subject to the terms and conditions of this Agreement,
the SAR may be exercised by timely delivery to the Company of written notice,
which notice shall be effective on the date received by the Company. The notice
shall state the Grantee’s election to exercise the SAR and the number of
underlying shares in respect of which an election to exercise has been made. Such
notice shall be signed by the Grantee. In the event the SAR is exercised by a
person or persons other than Grantee because of the Grantee’s death, such
notice shall be signed by such other person or persons and shall be accompanied
by proof acceptable to the Company of the legal right of such person or persons
to exercise the SAR.


 


6.             TERM OF SAR.
The SAR granted under this Agreement expires, unless sooner surrendered, ten
(10) years from the Date of Grant, through and including the normal close of
business of the Company on the tenth (10th) anniversary of the Date
of Grant (“Expiration Date”).


 


7.             TERMINATION OF
SERVICE. The Grantee is deemed to have exercised the vested portion of
the SAR if his or her service with the Company is terminated for any reason
other than for Cause. The vested portion of the SAR is forfeited and
immediately cancelled if his or her service with the Company is terminated for
Cause. The unvested portion of the SAR is forfeited and immediately cancelled
on the date his or her service with the Company is terminated.


 

















 


8.             NON-TRANSFERABILITY
OF RIGHTS. Grantee may not assign or transfer Grantee’s rights under
this Agreement, nor may Grantee subject such rights (or any of them) to
execution, attachment, garnishment, or similar process, except as permitted
under Section 12.4(b) of the Plan. Any such impermissible attempted assignment
or transfer by Grantee shall be null and void and shall not be recognized by
the Company.


 


9.             RIGHTS OF GRANTEE.
The Grantee will have no rights as a shareholder of the Company with respect to
the grant of the SAR under this Agreement until the SAR is exercised and the
Company issues shares of Stock to the Grantee.


 


10.          FEDERAL AND STATE
TAXES. Grantee may incur certain liabilities for Federal, state, or
local taxes in connection with the exercise of the SAR hereunder, and the
Company may be required by law to withhold such taxes. Upon determination of
the year in which such taxes are due and the determination by the Company of
the amount of taxes required to be withheld, Grantee shall pay an amount equal
to the amount of Federal, state, or local taxes required to be withheld to the
Company. If Grantee fails to make such payment in a timely manner, the Company
may withhold and set-off against compensation payable to Grantee the amount of
such required payment.


 


11.          ADJUSTMENT OF SHARES.
The number of shares of Stock issued to Grantee pursuant to this Agreement
shall be adjusted by the Committee pursuant to Article 13 of the Plan, in its
discretion, in the event of a change in the Company’s capital structure.


 


12.          AMENDMENT OF
AGREEMENT. This Agreement may only be amended with the written approval
of Grantee and the Company.


 


13.          GOVERNING LAW.
This Agreement shall be governed in all respects, whether as to validity,
construction, capacity, performance, or otherwise, by the laws of the state of
Maryland, without regard to conflicts-of-laws principles that would require the
application of any other law.


 


14.          SEVERABILITY.
If any provision of this Agreement, or the application of any such provision to
any person or circumstance, is held to be unenforceable or invalid by any court
of competent jurisdiction or under any applicable law, the parties hereto shall
negotiate an equitable adjustment to the provisions of this Agreement with the
view to effecting, to the greatest extent possible, the original purpose and
intent of this Agreement, and in any event, the validity and enforceability of
the remaining provisions of this Agreement shall not be affected thereby.


 


15.          ENTIRE AGREEMENT.
This Agreement constitutes the entire, final, and complete agreement between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements, promises, understandings, negotiations, representations, and
commitments, both written and oral, between the parties hereto with respect to
the subject matter hereof. Neither party hereto shall be bound by or liable for
any statement, representation, promise, inducement, commitment, or
understanding of any kind whatsoever not expressly set forth in this Agreement.


 


IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized representative and Grantee has
signed this Agreement, in each case as of the day and year first written above.


 


	
   

  	
  MERITAGE
  HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  



 


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