Exhibit 4.3


 


MERITAGE
HOMES CORPORATION


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


This Non-Qualified Stock Option Agreement (“Agreement”)
is between Meritage Homes Corporation (“Company”) and                                             
(the “Optionee”), 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 Optionee 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 Optionee agree as
follows:


 


AGREEMENT


 


1.             GRANT
OF OPTION. Subject to the terms of this Agreement and Article 7 of the
Plan, the Company grants to the Optionee the right and option to purchase from
the Company for cash all or any part of an aggregate of              
shares of Common Stock (“Option”) of the Company (“Stock”). The
delivery of any document evidencing the Option is subject to the provisions of
Section 7.1(d) of the Plan. The Option granted under this Agreement is not intended to be an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as amended.


 


2.             PURCHASE PRICE. The purchase 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 OPTION. The Option shall vest and be exercisable according to the
following schedule:


 


[insert
vesting schedule]


 


4.             EXERCISE
OF OPTION. This Option may be exercised, to the extent vested (under 3
above), in whole or in part at anytime before the Option expires by delivery of
a written notice of exercise (under 5 below) and payment of the purchase price.
The purchase price may be paid in cash or such other method permitted by the
Committee under Section 7.1(c) of the Plan and communicated to the Optionee
before the date the Optionee exercises the Option.


 


5.             METHOD
OF EXERCISING OPTION. Subject to the terms of this Agreement, the
Option 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 Optionee’s election to exercise the Option and the number of
underlying shares in respect of which an election to exercise has been made. Such
notice shall be signed by the Optionee, or if the Option is exercised by a
person or persons other than the Optionee because of the Optionee’s death, such
notice must 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 Option.


 

















 


6.             TERM
OF OPTION. The Option granted under this Agreement expires, unless
sooner terminated, 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 EMPLOYMENT.


 


a.             If
the Optionee terminates employment for any reason other than death, voluntary
termination of employment, or involuntary termination of employment for Cause,
the Optionee may at any time within 90 days after the date of his or her
termination of employment exercise the Option to the extent that the Optionee
was entitled to exercise the Option at the date of termination, provided that
in no event shall the Option be exercisable after the Expiration Date. If the
Optionee dies while employed by the Company or within three months following
termination of such employment (except in case of voluntary termination of
employment, or involuntary termination of employment for Cause) the Option to
the extent it is then exercisable may nevertheless be exercised by the Optionee’s
personal representative within the three-month period following the date of
death of the Optionee, provided that in no event shall the Option be
exercisable after the Expiration Date..


 


b.             If
the Optionee ceases to be employed by the Company by reason of his voluntary
termination (other than death) or by reason of involuntary termination by the
Company for Cause, this Option shall expire to the extent that it is
unexercised at the time of such termination of employment.


 


8.             NON-TRANSFERABILITY OF RIGHTS. Optionee
may not assign or transfer Optionee’s rights under this Agreement, nor may
Optionee subject such rights (or any of them) to execution, attachment,
garnishment, or similar process, except as permitted under Section 12.5(b) of
the Plan. Any such impermissible attempted assignment or transfer by Optionee
shall be null and void and shall not be recognized by the Company.


 


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


 


10.          FEDERAL AND STATE TAXES. Optionee
may incur certain liabilities for Federal, state, or local taxes in connection
with the exercise of the Option 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, Optionee shall pay an amount equal to the amount of Federal,
state, or local taxes required to be withheld to the Company. If Optionee fails
to make such payment in a timely manner, the Company may withhold and set-off
against compensation payable to the Optionee the amount of such required
payment.


 


11.          ADJUSTMENT
OF SHARES. The number of shares of Stock issued to Optionee 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 Optionee 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.


 


2

















 


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 Optionee has
signed this Agreement, in each case as of the day and year first written above.


 


	
   

  	
  MERITAGE
  HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  



 


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