Exhibit 10.1


AMENDMENT TO THE

MERITAGE HOMES CORPORATION

2006 STOCK INCENTIVE PLAN


Meritage
Homes Corporation (the “Company”) previously approved and adopted the Meritage
Homes Corporation 2006 Stock Incentive Plan (the “Plan”) to promote the success
and enhance the value of the Company by linking the personal interests of the
members of the Board, employees, officers, executives, consultants and advisors
to those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
stockholders.  By this instrument, the
Company desires to amend the Plan to (i) provide for minimum vesting periods on
non-tenure (i.e., performance based) and tenure
awards (i.e., time based) granted under the
Plan, and (ii) provide that, for non-tenure and tenure awards not granted in
accordance with these minimum vesting periods, the Company may not grant shares
subject to these awards in excess of five percent of the total number of shares
authorized under the Plan.


1.             Capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Plan.


2.             Except
as other provided, this Amendment shall be effective as of the date set forth
below.


3.             Section 9.1 (Provisions
Applicable to Awards — Grant of Performance Shares) of the Plan is
amended and restated as follows:


9.1.          GRANT OF PERFORMANCE SHARES.  The Committee is authorized to grant
Performance Shares to Participants on such terms and conditions as may be selected
by the Committee; provided, however and except as otherwise provided in Section
12.8 of the Plan, the minimum vesting period for Performance Share Awards shall
be (i) one year in the case of non-tenure Performance Share Awards (i.e., 









 



Performance Share Awards
subject to performance vesting criteria), and (ii) pro rata over three years in
the case of tenure Performance Share Awards. 
Subject to Section 12.8, the Committee shall have the complete
discretion to determine the number of Performance Shares granted to each
Participant.  All Awards of Performance
Shares shall be evidenced by an Award Agreement.


4.             Section
10.1 (Restricted Stock Awards — Grant of Restricted Stock) of the
Plan is amended and restated as follows:


10.1.        GRANT OF RESTRICTED STOCK.  The Committee is authorized to make Awards of
Restricted Stock to Participants in such amounts and subject to such terms and
conditions as determined by the Committee; provided, however and except as
otherwise provided in Section 12.8 of the Plan, the minimum vesting period for
Restricted Stock Awards shall be (i) one year in the case of non-tenure
Restricted Stock Awards (i.e.,
Restricted Stock Awards subject to performance vesting criteria), and (ii) pro
rata over three years in the case of tenure Restricted Stock Awards.  All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.


5.             Section
11.3 (Performance-Based Awards — Discretion of Committee with Respect
to Performance Awards) of the Plan is amended and restated as follows:


11.3.        DISCRETION OF COMMITTEE WITH RESPECT
TO PERFORMANCE AWARDS.  With regard
to a particular Performance Period, the Committee shall have full discretion to
select the length of such Performance Period (provided, however, and except as
otherwise provided in Section 12.8 of the Plan, that, in no event may the
Performance Period be for less than one year), the type of Performance-Based
Awards to be issued, the kind and/or level of the Performance Goal, and whether
the Performance Goal is to apply to the Company, a Subsidiary or any division
or business unit thereof.  Unless
otherwise provided in an Award Agreement, Performance-Based Awards will be
forfeited if a Participant’s employment is terminated for Cause.


6.             Article
12 (Provisions Applicable to Awards) of the Plan is hereby amended by
adding the following Section 12.8 (Provisions Applicable to Awards — Limitation
on Grants of Awards) to the end thereof:


12.8         LIMITATION ON GRANTS OF AWARDS.  Notwithstanding the provisions of Section
9.1, Section 10.1 and Section 11.3 of the Plan, the Committee shall not have
the authority to grant shares 



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pursuant to any
Performance Share Award or Restricted Stock Award that does not comply with the
minimum vesting period or minimum Performance Period that exceeds five percent
(5%) of the aggregate number of shares of Stock authorized for grant pursuant
to Section 5.1 of the Plan.


7.             This
Amendment shall amend only the provisions of the Plan as set forth herein.  Those provisions of the Plan not expressly amended
hereby shall be considered in full force and effect.


The Company has caused this Amendment to be signed by
its duly authorized representative.


	
  

  	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ LARRY W. SEAY

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Chief Financial Officer

  



 



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