Exhibit 10(cc)


 


2008
HOVNANIAN ENTERPRISES, INC.


STOCK INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


(Directors)


 


	
  Participant:

  	
   

  	
  Date of Grant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Class A Shares:

  	
   

  	
  Grant Price:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Option Termination Date:

  	
   

  	
   

  



 


1.             Grant of the Option.  For
valuable consideration, receipt of which is hereby acknowledged, Hovnanian
Enterprises, Inc., a Delaware Corporation (the “Company”), hereby grants
the right to purchase, on the terms and conditions hereinafter set forth, all
or any part of an aggregate number of Class A Shares set forth above.   This grant is made subject to the terms and
conditions of the 2008 Company Stock Incentive Plan, (the “Plan”), which Plan
is incorporated herein by reference and subject to the amendments to the Plan.
The purchase price of the Shares subject to the Option (the “Grant Price”)
shall be the price per Share set forth above. 
This Option is not an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986 (the “Code”).


 


2.             Vesting.  The Option will vest in
accordance with the schedule set forth above, subject to Section 3 of this
Agreement.


 


3.             Exercise of Option.


 


(a)           Period of Exercise.


 


(i)            In General.  The Options must be exercised
before the Option Termination Date (the “Option Termination Date”). The Participant
may exercise less than the full installment available to him under the Options,
but he must exercise the Options in full shares of the Common Stock of the
Company.  The Participant is limited to
ten exercises of the Options prior to the Option Termination Date.


 


(ii)           Termination of Board of Directors Membership
Other than Due to Death, Disability or Retirement.  If,
prior to the Option Termination Date, the Participant ceases to be a


 


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member
of the Board of Directors (otherwise than by reason of death, Disability or
Retirement), the nonvested portion of the Option shall be canceled and the
vested portion of the Option, to the extent not previously exercised, shall
remain exercisable until the earlier of (a) the Option Termination Date
and (b) the sixtieth (60th) day after the date the Participant ceases to
be a member of the Board of Directors, and thereafter all Options, to the
extent not previously exercised, shall terminate together with all other rights
hereunder.  This Option shall be wholly
void and of no effect after the Option Termination Date.  For purposes of this Agreement, “Disability”
shall mean disability within the meaning of Section 22(e)(3) of the
Code, and “Retirement” shall mean termination as a member of the Board of
Directors on or after age 60, or on or after age 58 with at least 15 years of “Service”
to the Company immediately preceding such termination.  For this purpose, “Service” means the period
of service as a member of the Board of Directors immediately preceding
Retirement, plus any prior periods of service as a member of the Board of
Directors of one or more years’ duration, unless they were succeeded by a
period of non-service as a member of the Board of Directors of at least three
years’ duration.


 


(iii)          Termination of Board of Directors Membership
Due to Death.  If, prior to the Option Termination Date, the
Participant ceases to be a member of the Board of Directors due to the Participant’s
death, the Option, to the extent not previously vested and exercised, shall
immediately become fully vested and exercisable and shall remain exercisable
until the earlier of (i) the Option Termination Date and (ii) the
first anniversary of the Participant’s death, and thereafter all Options, to
the extent not previously exercised, shall terminate together with all other
rights hereunder.  During such time, the
Option will be exercisable by the person or persons to whom the Participant’s
rights under the Option shall pass by will or by the applicable laws of descent
and distribution.


 


(iv)          Termination of Board of Directors Membership
Due to Disability.  If prior to the Option Termination Date the Participant
ceases to be a member of the Board of Directors due to the Participant’s
Disability, the Option, to the extent not previously vested and exercised,
shall immediately become fully vested and exercisable and shall remain
exercisable until the earlier of (i) the Option Termination Date and (ii) the
first anniversary of the date the Participant ceases to be a member of the
Board of Directors, by the Participant or his or her designated personal
representative on the Participant’s behalf, and thereafter all Options, to the
extent not previously exercised, shall terminate together with all other rights
hereunder.


 


(v)           Termination of Board of Directors Membership
Due to Retirement.  If prior to the Option Termination Date the
Participant ceases to be a member of the Board of Directors due to the
Participant’s Retirement, the Option, to the extent not previously vested and exercised,
shall immediately become fully vested and exercisable and remain exercisable
until the earlier of (i) the Option Termination Date and (ii) the
first anniversary of the Participant’s Retirement, and thereafter all Options,
to the extent not previously exercised, shall terminate together with all other
rights hereunder.


 


(b)           Method of Exercise. 
Subject to the provisions of the Plan, the Options may be exercised by
written notice to the Company stating the number of shares with respect to
which it is being exercised and accompanied by payment of the Option Price (a) by
certified or bank cashier’s check payable to the order of the Company in New
York Clearing House Funds, (b) by surrender or delivery to the Company of
shares of its Common Stock that have been held by the Participant for at least
six months (or such other period of time as may be determined by the Board of Directors),
or (c) in any other form acceptable to the Company, together with payment
or arrangement for payment of any minimum federal income or other tax required
to be withheld by the Company.  As soon
as practical after receipt of such notice and payment, the Company shall,
without transfer or issue tax or other incidental expense to the Participant,
deliver to the Participant at the offices of the Company at 110 West Front
Street, Red Bank, New Jersey, or 


 


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such
other place as may be mutually acceptable, or, at the election of the Company,
by first class insured mail addressed to the Participant at his address shown
in the employment records of the Company or at the location at which he is
employed by the Company or subsidiary, a certificate or certificates for
previously unissued shares or reacquired shares of its Common Stock as the
Company may elect.


 


(c)           Delivery of Shares.


 


(i)            The Company may postpone the time of delivery
of certificates for shares of its Common Stock for such additional time as the
Company shall deem necessary or desirable to enable it to comply with the
listing requirements of any securities exchange upon which the Common Stock of
the Company may be listed, or the requirements of the Securities Act of 1933 or
the Securities Exchange Act of 1934 or any Rules or Regulations of the
Securities and Exchange Commission promulgates thereunder or the requirements
of applicable state laws relating to authorization, issuance or sales of securities.


 


(ii)           If the Participant fails to accept delivery
of the shares of Common Stock of the Company upon tender of delivery thereof,
his or her right to exercise the Options with respect to such undelivered
shares may be terminated by the Company


 


4.             Adjustments Upon Certain Events. 
Subject to the terms of the Plan, in the event of any change in the
outstanding Shares by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, amalgamation, spin-off or combination
transaction or exchange of Shares or other similar events (collectively, an “Adjustment
Event”), the Committee shall, in its sole discretion, make an appropriate and
equitable adjustment in the number of Shares subject to this Agreement to
reflect such Adjustment Event. Any such adjustment made by the Committee shall
be final and binding upon the Participant, the Company and all other interested
persons.


 


5.             No Acquired Rights.  In
participating in the Plan, the Participant acknowledges and accepts that the Board
has the power to amend or terminate the Plan, to the extent permitted
thereunder, at any time and that the opportunity given to the Participant to
participate in the Plan is entirely at the discretion of the Board and does not
obligate the Company or any of its Affiliates to offer such participation in
the future (whether on the same or different terms).


 


6.             No Rights of a Shareholder.  The Participant
shall not have any rights or privileges as a shareholder of the Company until
the Shares in question have been registered in the Company’s register of
shareholders.


 


7.             Legend on Certificates.  Any
Shares issued or transferred to the Participant pursuant to Section 8 of
this Agreement shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares are listed, and any applicable
Federal or state laws or relevant securities laws of the jurisdiction of the
domicile of the Participant, and the Committee may cause a legend or legends to
be put on any certificates representing such Shares to make appropriate
reference to such restrictions.


 


8.             Transferability.  The
Options shall, during the Participant’s lifetime, be exercisable only by the Participant,
and neither it nor any right hereunder shall be transferable otherwise than by
will or the laws of descent and distribution or be subject to attachment,
execution or other similar process. Notwithstanding the foregoing, an Participant
may transfer the 


 


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Options
in whole or in part by gift or domestic relations order to a family member of
the Participant (a “Permitted Transferee”) and, following any such transfer,
such Options or portion thereof shall be exercisable only by the Permitted
Transferee, provided that no such Options or portion thereof is transferred for
value, and provided further that, following any such transfer, neither such
Options or any portion thereof nor any right hereunder shall be transferable
other than to the Participant or otherwise than by will or the laws of descent
and distribution or be subject to attachment, execution or other similar
process.  For purposes of this paragraph,
“family member” includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Participant’s
household (other than a tenant or employee), trust in which these persons have
more than fifty percent of the beneficial interest, a foundation in which these
persons (or the Participant) control the management of assets and any other
entity in which these persons (or the Participant) own more than fifty percent
of the voting interests. In the event of any attempt by the Participant to
alienate, assign, pledge, hypothecate or otherwise dispose of his or her
Options or of any right hereunder, except as provided for herein, or in the
event of any levy or any attachment, execution or similar process upon the
rights or interest hereby conferred, the Company may terminate his Options by
notice to the Participant and it shall thereupon become null and void.


 


9.             Choice of Law.  THE
INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.


 


10.           Option Subject to Plan.  By entering into this Agreement, the Participant
agrees and acknowledges that the Participant has received and read a copy of
the Plan.  The Option is subject to the
Plan.  In the event of a conflict between
any term or provision contained herein and a term or provision of the Plan, the
applicable terms and provisions of the Plan will govern and prevail.


 


11.           Signature in Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


 


	
   

  	
  HOVNANIAN
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ara
  K. Hovnanian

  
	
   

  	
  President

  
	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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