exv10w39






Exhibit 10.39




AMENDMENT

TO THE

EMPLOYMENT AGREEMENT BETWEEN JEFFREY T. MEZGER AND KB HOME




     This Amendment to the Employment Agreement, dated February 27, 2007 (the “Agreement”), between
Jeffrey T. Mezger (the “Executive”) and KB Home (the “Company”), is entered into by the Executive
and the Company on this 24th day of December, 2008, to be effective as of January 1, 2009.
Capitalized terms used herein but not defined have the meanings set forth in the Agreement.



     WHEREAS, the Executive and the Company desire to make certain technical amendments to the
Agreement in light of new requirements under Section 409A of the Internal Revenue Code; and



     WHEREAS, the amendments are being made pursuant to this Amendment in accordance with Sections
9 and 11(b) of the Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Executive and the Company, each intending to be legally bound, agree as follows:



     1. Section 6(a) is hereby amended by striking “While” at the beginning of the second sentence
thereof and replacing it with “Subject to the requirements of Section 6(k), while”.



     2. Section 6(d) is hereby amended by striking the period at the end of the first sentence
thereof and inserting the following:




“(except that cash lump sum payments under any arrangements or agreements
subject to Internal Revenue Code Section 409A shall only be permitted as provided
under the terms of those arrangements or agreements).”



     3. Section 6(d) is hereby amended by inserting the following new sentence at the end of the
last paragraph thereof:




“In no event shall the payments contemplated under this paragraph be paid to
the Executive later than the end of the taxable year of the Executive following the
taxable year in which the Executive remits the related taxes.”



     4. Section 6 is hereby amended by inserting the following new subsection (k) at the end
thereof:




“(k) Timing of Payment of Cash Severance and Execution of Release. Subject to
Section 9, the payment of Cash Severance under Section 6(a) shall be made within 60
days after the date of the Executive’s Involuntary Termination; provided, however,
that no payment of Cash Severance shall be made under this



 









 






Agreement unless the
Executive delivers an executed Release to the Company within 50 days after the date
of the Executive’s Involuntary Termination.”



     5. Section 9 is hereby amended by deleting the first sentence thereof and replacing it with
the following:




“If the Company shall make a good-faith determination that the Cash Severance
payable pursuant to Section 6 constitutes “deferred compensation” (within the
meaning of Section 409A) the payment of which is required to be delayed pursuant to
the six-month delay rule set forth in Section 409A in order to preserve the tax
treatment intended for such payment or to avoid additional tax, interest, or
penalties under Section 409A, then the Company shall not pay such amount on the
otherwise scheduled payment date but shall instead pay it on the first business day
after such six-month period.”




IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement on the
date first set forth above.



	 	 	 	 	 	 	 	 	 
	KB HOME	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Wendy C. Shiba
 

Wendy C. Shiba
	 	 	 	/s/ Jeffrey T. Mezger
 

Jeffrey T. Mezger
	 	 
	Title:

	 	Executive Vice President, General	 	 	 	 	 	 
	 

	 	Counsel and Secretary	 	 	 	 	 	 







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