EX-10.2






Exhibit 10.2









February 2, 2009




Ian Cockwell

181 Bay Street, Suite 330

Toronto, Ontario

M5J 2T3




Dear Ian:




2009 Stock Option Plan




I am pleased to advise you that the Board of Directors have confirmed the allotment to you of
options under Brookfield Homes’ 2009 Stock Option Plan (“2009 SOP”) to purchase an aggregate
1,000,000 shares of common stock of Brookfield Homes Corporation (the “Shares”) at US$2.65 per
share, the closing price of these Shares on the New York Stock Exchange on February 2, 2009, the
date of grant.



The grant is subject to shareholder approval of our 2009 SOP. Should shareholder approval of the
2009 SOP not be obtained, the grant will be null and void.



The options issued will vest in their entirety on February 2, 2014. Once vested these options are
exercisable in whole or in part up to February 2, 2019.



Vested options may be exercised at your election in either of the following methods:




	 	(a)	 	through the purchase of the Underlying Shares at the option Exercise Price
noted above; or
	 
	 	(b)	 	through the receipt, without payment from you, of an amount per option
equivalent to the difference between the Exercise Price of the option and the price at
which such securities dealer as designated by the Corporation is able to sell the
Underlying Shares in the capital markets, or otherwise, on the trading day that notice
is given of the exercise of the option. The transfer costs incurred to issue the
Underlying Shares will be deducted from the net proceeds payable to the Participant.





You may exercise your vested options in whole or in part by delivery of written notice to the
Corporation directed to it at its administrative office in Toronto, Ontario, attention of the Chief
Financial Officer, specifying how you wish to exercise your options. In the case of method (a),
please also indicate the number of Shares to be purchased accompanied by payment of the total price
of such Shares. In the case of method (b), please indicate the number of options to be exercised.



 









 





Vested options may not however be exercised as to less than 100 shares in the case of any one
exercise unless such exercise would entirely exhaust the options.



In the event of your death prior to the exercise of your then vested options, your spouse or
beneficiary, if other than your spouse, shall have the right to exercise the vested options and
those options which vest within six months of the date of your death.



In the event of your termination of employment for reasons other than your death or retirement,
your then vested options must be exercised within two months of the date of your termination of
employment.



Except as aforesaid, options which have not vested at the date of your death or termination of
employment shall be cancelled.



Nothing herein contained shall affect the right of the Corporation to terminate your services,
responsibilities, duties and authority to represent the Corporation or any of its Subsidiaries at
any time for any reason whatever. All decisions made by the Board of Directors with regard to any
questions arising hereunder or under the 2009 SOP, whether of interpretation or otherwise, shall be
binding and conclusive on you and your legal personal representatives and upon the Corporation and
its successors. Words defined in the 2009 SOP and not otherwise defined herein shall have the
meaning assigned to them in the 2009 SOP. A copy of the 2009 SOP is available for your perusal.



Please acknowledge acceptance hereof by affixing your signature where indicated and returning the
copy so signed to the Corporation, attention of the Chief Financial Officer. It is to be
understood that by signing and returning such copy, you will be deemed to have agreed to all the
terms and conditions of this letter and of the 2009 SOP.



	 	 	 	 	 
	 	Yours truly,





Brookfield Homes Corporation

 

 	 
	 	By:  	/s/ SHANE D. PEARSON
 	 
	 	 	Shane D. Pearson 	 
	 	 	Vice President & Secretary 	 
	 




I acknowledge having received the foregoing letter and agree to its terms and conditions and
those of the 2009 Stock Option Plan.





	 	 	 	 	 
	Date:

	 	February 2, 2009
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ IAN G. COCKWELL