exv10w2



 





Exhibit 10.2




TOLL BROTHERS, INC.




NON-QUALIFIED STOCK OPTION GRANT




     THIS NON-QUALIFIED STOCK OPTION is granted as of [DATE] (the “Effective Date”) by TOLL
BROTHERS, INC., a Delaware corporation (the “Company”) under the Toll Brothers, Inc. Stock
Incentive Plan for Non-Employee Directors (2007) (the “Plan”), to [NAME] (the “Optionee”).



WITNESSETH:




     1. Grant. As of the Effective Date, the Company granted to the Optionee an option
(the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an
aggregate of [NUMBER] shares of the Company’s Common Stock, par value $0.01 per share, (the “Option
Shares”), at the purchase price of [$                    ] per share (the “Option Price”). The Optionee shall
have the cumulative right to exercise the Option, and the Option is only exercisable, with respect
to the following number of Option Shares on or after the following dates:



	 	 	 	 	 	 	 	 	 
	Number of Option Shares	 	 	 	 	 	 
	that may be purchased on	 	 	 	 	 	Total
	or after [DATE]:	 	 	 	 	 	Option Shares
	 
	 	 	 	 	 	 	 	 
	[DATE]

[# OF SHARES]

	 	[DATE]

[# OF SHARES]
	 	[DATE]

[# OF SHARES]
	 	[DATE]

[# OF SHARES]
	 	 
[TOTAL]





The Committee may, in its sole discretion, accelerate the date on which the Optionee may purchase
Option Shares.




     2. Term. The Option granted hereunder shall expire in all events at 5:00 p.m. (local
Philadelphia, Pennsylvania time) on [DATE], unless sooner terminated as provided in Subparagraphs
(a), (b), (c), (d) or (e) below.



          (a) Leaving Board of Directors. Except as otherwise provided herein or in any
separate provisions applicable to this Option, the Option shall terminate three (3) months after
the Optionee ceases to be a member of the Board of Directors of the Company (the “Board”) for any
reason other than provided in paragraph 2(b) below. During such three month period the Optionee
may purchase any remaining Option Shares which could have been purchased on the date Optionee’s
service terminated, but may not purchase any Option Shares which would otherwise first become
purchasable during such three month period.




          (b) Disability or Death. Except as otherwise provided herein or in any separate
provisions applicable to this Option, the Option shall terminate one (1) year after




 









 







the Optionee’s employment with the Company and/or its Affiliates is terminated by reason of
the Optionee’s Disability or by death. During such one year period the Optionee (or, as
applicable, the Optionee’s heirs or legal representative) may purchase any remaining Option Shares
which could have been purchased on the date Optionee’s employment terminated, but may not purchase
any Option Shares which would otherwise become purchasable during such one year period.




          (c) Change in Accounting Treatment. If the Committee finds that a change in the
financial accounting treatment for options granted under the Plan from that in effect on December
13, 2006, when the Plan was adopted, adversely affects the Company or, in the determination of the
Committee, may adversely affect the Company in the foreseeable future, the Committee may, in its
discretion, set an accelerated termination date for the Option. In such event, the Committee may
take whatever other action, including acceleration of any exercise provisions, it deems necessary.




          (d) Change in Control. In the event of a Change in Control (as defined in the Plan)
the Option shall become immediately exercisable in full. In addition, in such event the Committee
may accelerate the termination date of the Option to a date no earlier than thirty (30) days after
notice of such acceleration is given to the Optionee. Upon the giving of any such acceleration
notice, the Option shall become immediately exercisable in full.




          (e) Definitions. For purposes of this Option: (i) the term “Affiliate” shall mean a
corporation which is a parent corporation or a subsidiary corporation with respect to the Company
within the meaning of section 425(e) or (f) of the Code; (ii) the term “Cause” shall mean a breach
by the Optionee of his or her employment or service contract with the Company or an Affiliate, or
an act by the Optionee involving any sort of disloyalty to the Company or an Affiliate, including,
without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the
course of his or her employment or service or a disclosure of trade secrets of the Company or an
Affiliate; (iii) the term “Committee” shall refer to the Committee designated to administer the
Plan; and (iv) the term Disabliity shall means any condition that constitutes a “disability” as
that term is defined in section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
“Code”).




     3. General Rules. To the extent otherwise exercisable, this Option may be exercised
in whole or in part except that (a) any partial exercise of this Option must be for a round lot of
100 Option Shares or a whole number multiple thereof and (b) this Option may in no event be
exercised (i) with respect to fractional shares or (ii) after the expiration of the Option term for
any reason under Paragraph 2 hereof.



     4. Transfers. Except as otherwise provided herein or in any separate provisions
applicable to this Option, the Option is transferable by the Optionee only by will or pursuant to
the laws of descent and distribution in the event of the Optionee’s death, in which event the
Option may be exercised by the heirs or legal representatives of the Optionee. Any attempt at
assignment, transfer, pledge or disposition of the Option contrary to the provisions hereof or the
levy of any execution, attachment or similar



 









 




process upon the Option shall be null and void and without effect. Any exercise of the Option
by a person other than the Optionee shall be accompanied by appropriate proofs of the right of such
person to exercise the Option.




     5. Method of Exercise and Payment.



          (a) Method of Exercise. When exercisable under Paragraphs 1, 2 and 3, the Option may
be exercised by written notice, pursuant to Paragraph 9, to the Committee specifying the number of
Option Shares to be purchased and, unless the Option Shares are covered by a then-current
registration statement or a Notification under Regulation A under the Securities Act of 1933 (the
“Act”) and current registrations under all applicable state securities laws, containing the
Optionee’s acknowledgement, in form and substance satisfactory to the Company, that the Optionee
(a) is purchasing such Option Shares for investment and not for distribution or resale (other than
a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act), (b) has been advised and understands
that (i) the Option Shares have not been registered under the Act and are “restricted securities”
within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii)
the Company is under no obligation to register the Option Shares under the Act or to take any
action which would make available to the Optionee any exemption from such registration, and (c) has
been advised and understands that such Option Shares may not be transferred without compliance with
all applicable federal and state securities laws. The notice shall be accompanied by payment of the
aggregate Option Price of the Option Shares being purchased. Such exercise shall be effective upon
the actual receipt by the Committee of such written notice and payment. For these purposes, the
Optionee shall be deemed to have made the payment required for exercise of the Option at such time
as it is determined that satisfactory arrangements have been made to ensure payment of all amounts
as are required to be paid by Optionee in connection with the exercise of the Option.




          (b) Medium of Payment. An Optionee may pay for Option Shares, and the amount of any
tax withholding required, (i) in cash, (ii) by certified check payable to the order of the Company,
(iii) by means of arranging through a broker designated by the Company to have the broker remit
sufficient proceeds from the sale of such shares, (iv) by means of a net issuance (as described
below), (v) by a combination of the foregoing, or (vi) by such other method as the Committee may
determine to be appropriate from time to time. Furthermore, subject to the restrictions described
below, payment of the Option Price of the Option Shares being purchased may be made all or in part
in shares of the Common Stock of the Company held by the Optionee for more than one year. If
payment is made in whole or in part in shares of the Common Stock, then the Optionee shall (1)
deliver to the Company certificates registered in the name of such Optionee representing shares of
Common Stock legally and beneficially owned by such Optionee, free of all liens, claims and
encumbrances of every kind and having a fair market value on the date of delivery of such notice
that is not greater than the product of the Option Price and the number of Option Shares with
respect to which such Option is to be exercised, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by such certificates or (2) attest to his ownership
of shares of Common Stock having a fair




 









 







market value on the date of exercise at least equal to the options being exercised.
Notwithstanding the foregoing, the Board of Directors, in its sole discretion, may refuse to accept
shares of Common Stock in payment of the Option Price. In that event, any certificates
representing shares of Common Stock which were delivered to the Company shall be returned to the
Optionee with notice of the refusal of the Board of Directors to accept such shares in payment of
the Option Price. The Board of Directors may impose such limitations and prohibitions on the use
of shares of the Common Stock to exercise an Option as it deems appropriate.




     The Optionee may arrange for exercise of an Option and payment of the Option Price by means of
a net issuance of shares as described below, provided, however, that exercise by means of a net
issuance shall be permitted only if approved in advance by the Committee. If a net issuance of
shares is so approved and the Optionee chooses to exercise in that manner, the exercise of the
Option shall be treated as follows: Upon notice of exercise, the Optionee shall be deemed, as of
the date of exercise, to have received all of the shares of Common Stock subject to the Option (or
such portion of such shares as corresponds to the portion of the Option being exercised), and shall
simultaneously be deemed to have delivered back to the Company that number of such shares as have a
fair market value (determined as of the date of exercise) equal to the Option Price required to be
paid on exercise of the Option (or portion being exercised).



     6. Adjustments on Changes in Common Stock. In the event that, prior to the delivery
by the Company of all of the Option Shares in respect of which the Option is granted, there shall
be an increase or decrease in the number of issued shares of Common Stock of the Company as a
result of a subdivision or consolidation of shares or other capital adjustment, or the payment of a
stock dividend or other increase or decrease in such shares, effected without receipt of
consideration by the Company, the remaining number of Option Shares still subject to the Option and
the Option Price therefor shall be adjusted in a manner determined by the Committee so that the
adjusted number of Option Shares and the adjusted Option Price shall be the substantial equivalent
of the remaining number of Option Shares still subject to the Option and the Option Price thereof
prior to such change. For purposes of this Paragraph no adjustment shall be made as a result of
the issuance of Common Stock upon the conversion of other securities of the Company which are
convertible into Common Stock.



     7. Legal Requirements. If the listing, registration or qualification of the Option
Shares upon any securities exchange or under any federal or state law, or the consent or approval
of any governmental regulatory body is necessary as a condition of or in connection with the
purchase of such Option Shares, the Company shall not be obligated to issue or deliver the
certificates representing the Option Shares as to which the Option has been exercised unless and
until such listing, registration, qualification, consent or approval shall have been effected or
obtained. If registration is considered unnecessary by the Company or its counsel, the Company may
cause a legend to be placed on the Option Shares being issued calling attention to the fact that
they have been acquired for investment and have not been registered.



 









 





     8. Administration. The Option has been granted pursuant to, and is subject to the
terms and provisions of, the Plan. All questions of interpretation and application of the Plan and
the Option shall be determined by the Committee, and such determination shall be final, binding and
conclusive. The Option shall not be treated as an incentive stock option (as such term is defined
in section 422(b) of the Code) for federal income tax purposes.



     9. Notices. Any notice to be given to the Company shall be addressed to the Committee
at its principal executive office, and any notice to be given to the Optionee shall be addressed to
the Optionee at the address then appearing on the personnel records of the Company or the Affiliate
of the Company by which he is employed, or at such other address as either party hereafter may
designate in writing to the other. Any such notice shall be deemed to have been duly given when
deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with
proper postage and registration or certification fees prepaid.



     IN WITNESS WHEREOF, the Company has granted this Option as of the day and year first above
written.



	 	 	 	 	 
	 	TOLL BROTHERS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



(Corporate Seal)