Exhibit 10(dd)


 


2008 HOVNANIAN ENTERPRISES, INC.

STOCK
INCENTIVE PLAN


 


RESTRICTED SHARE UNIT AGREEMENT


 


	
  Participant:

  	
   

  	
  Date of Grant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of RSUs:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dates of Vesting of Class A Shares:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Number of RSUs

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


1.     Grant of RSUs.  For valuable consideration, receipt of which
is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware
Corporation (the “Company”), hereby grants the number of restricted share units
(“RSUs”) listed above to the Participant, on the terms and conditions
hereinafter set forth.  This grant is
made pursuant to the terms and conditions of the 2008 Company Stock Incentive
Plan (the “Plan”), which Plan, as amended from time to time, is incorporated
herein by reference and made a part of this Agreement.  Each RSU represents the unfunded, unsecured
right of the Participant to receive a Share on the date(s) specified
herein.  Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan.


 


2.     Vesting and Timing of Transfer.


 


(a)            The
Participant will become vested in the RSUs in accordance with the schedule set
forth above.


 


(b)           The
Company shall transfer to the Participant, as soon as practicable but not later
than 60 days after an applicable vesting date, a number of Class A Shares
equal to the number of RSUs that became vested on that vesting date (rounded up
to the next whole share), provided, however, that upon the final
transfer of Shares to the Participant (i) such number of Shares shall be
reduced to the extent necessary to reflect any previous rounding up pursuant to
this sentence, and (ii) in lieu of a fractional Share, the Participant
shall receive a cash payment equal to the Fair Market Value of such fractional
Share.  If the Participant is eligible to
participate in, and has elected to defer the transfer of Shares pursuant to the
terms of a 


 


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nonqualified deferred compensation plan
maintained by the Company, such Shares shall be so deferred, and any such
deferral, when paid, shall be paid in Shares. Once the transfer of any Shares
is deferred, the rights and privileges of the Participant with respect to such
Shares shall be determined solely pursuant to the terms of the applicable plan,
and not pursuant to the terms and conditions of this Agreement.


 


(c)            Notwithstanding
Sections 2(a) and 2(b) of this Agreement, if the Participant’s
employment with the Company and its Affiliates terminates due to (i) death,
(ii) Disability or (iii) Retirement, but only if such Retirement
occurs on or after the first anniversary of the Date of Grant indicated above,
the Company shall cause there to be transferred to the Participant, as soon as
practicable but not later than 60 days after such termination, but subject to Section 16
of this Agreement, a number of Shares equal to the aggregate number of then
unvested RSUs granted to the Participant under this Agreement; provided,
however, that upon the transfer of such Shares to the Participant, in
lieu of a fractional Share, the Participant shall receive a cash payment equal
to the Fair Market Value of such fractional Share.  In the event of the death of the Participant,
the transfer of Shares under this Section 2(c) shall be made in
accordance with the beneficiary designation form on file with the Company; provided,
however, that, in the absence of any such beneficiary designation form,
the transfer of Shares under this Section 2(c) shall be made to the
person or persons to whom the Participant’s rights under the Agreement shall
pass by will or by the applicable laws of descent and distribution. For
purposes of this Agreement, “Disability” shall mean “Disability” as defined in
the Plan, and “Retirement” shall mean termination of employment on or after age
60, or on or after age 58 with at least 15 years of “Service” to the Company
and its Subsidiaries immediately preceding such termination of employment.  For this purpose, “Service” means the period
of employment immediately preceding Retirement, plus any prior periods of
employment with the Company and its Subsidiaries of one or more years’
duration, unless they were succeeded by a period of non-employment with the
Company and its Subsidiaries of more than three years’ duration.


 


(d)           Upon
each transfer or deferral of Shares in accordance with Sections 2(a), 2(b) and
2(c) of this Agreement, a number of RSUs equal to the number of Shares
transferred to the Participant or deferred shall be extinguished.


 


(e)            Notwithstanding
Sections 2(a), 2(b) and 2(c) of this Agreement, upon the Participant’s
termination of employment for any reason other than death, Disability or
Retirement occurring on or after the first anniversary of the Date of Grant
indicated above, any unvested RSUs shall immediately terminate for no further
consideration.


 


3.     Dividends.  If on any date while RSUs are outstanding
hereunder the Company shall pay any dividend on the Shares (other than a
dividend payable in Shares), the number of RSUs granted to the Participant
shall, as of such dividend payment date, be increased by a number of RSUs equal
to: (a) the product of (x) the number of RSUs held by the Participant
as of the related dividend record date, multiplied by (y) the per Share
amount of any cash dividend (or, in the case of any dividend payable in whole
or in part other than in cash, the per Share value of such dividend, as
determined in good faith by the Committee), divided by (b) the Fair Market
Value of a Share on the payment date of such dividend.  In the case of any dividend declared on
Shares that is payable in the form of Shares, the number of RSUs granted to the
Participant shall be increased by a number equal to the product of (a) the
RSUs that are held by the Participant on the related dividend record date,
multiplied by (b) the number of Shares (including any fraction thereof)
payable as a dividend on a Share.  Any
RSUs attributable to dividends under this Section 3 shall be subject to
the vesting provisions provided in Section 2.


 


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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 RSUs 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 Right to Continued Employment.  Neither the Plan nor this
Agreement shall be construed as giving the Participant the right to be retained
in the employ of, or in any consulting relationship to, the Company or any
Affiliate.  Further, the Company or an
Affiliate may at any time dismiss the Participant, free from any liability or
any claim under the Plan or this Agreement, except as otherwise expressly
provided herein.


 


6.     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 Committee 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).  The Participant
further acknowledges and accepts that such Participant’s participation in the
Plan is not to be considered part of any normal or expected compensation and
that the termination of the Participant’s employment under any circumstances
whatsoever will give the Participant no claim or right of action against the
Company or its Affiliates in respect of any loss of rights under this Agreement
or the Plan that may arise as a result of such termination of employment.


 


7.     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.


 


8.     Legend on Certificates.  Any Shares issued or transferred to the
Participant pursuant to Section 2 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.


 


9.     Transferability.  RSUs may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and distribution, and any
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance not permitted by this Section 9 shall be void and
unenforceable against the Company or any Affiliate.


 


10.   Withholding.  The Participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the right
and is hereby authorized to withhold from any transfer due under this Agreement
or under the Plan or from any compensation or other amount owing to the
Participant, applicable withholding taxes with respect to any transfer under
this Agreement or under the Plan and to take such action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such 


 


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taxes. 
Notwithstanding the foregoing, if the Participant’s employment with the
Company terminates prior to the transfer of all of the Shares under this
Agreement, the payment of any applicable withholding taxes with respect to any
further transfer of Shares under this Agreement or the Plan shall be made
solely through the sale of Shares equal to the statutory minimum withholding
liability.


 


11.  Non-Solicitation Covenants.


 


(a)            The Participant acknowledges and agrees that, during the
Participant’s employment with the Company and its Affiliates and upon the
Participant’s termination of Employment with the Company and its Affiliates for
any reason, for a period commencing on the termination of such Employment and
ending on the second anniversary of such termination, the Participant shall
not, whether on Participant’s own behalf or on behalf of or in conjunction with
any person, company, business entity or other organization whatsoever, directly
or indirectly:


 


(b)            solicit any employee of the Company or its Affiliates with
whom the Participant had any contact during the last two years of the
Participant’s employment, or who worked in the same business segment or
division as the Participant during that period to terminate employment with the
Company or its Affiliates;


 


(c)            solicit the employment or services of, or hire, any such
employee whose employment with the Company or its Affiliates terminated
coincident with, or within twelve (12) months prior to or after the termination
of Participant’s employment with the Company and its Affiliates;


 


(d)            directly or indirectly, solicit to cease to work with the
Company or its Affiliates any consultant then under contract with the Company
or its Affiliates.


 


(e)            It is expressly understood and agreed that although the
Participant and the Company consider the restrictions contained in this Section 11
to be reasonable, if a final judicial determination is made by a court of
competent jurisdiction that the time or any other restriction contained in this
Agreement is an unenforceable restriction against the Participant, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.


 


12.  Specific Performance.  The
Participant acknowledges and agrees that the Company’s remedies at law for a
breach or threatened breach of any of the provisions of Section 11 would
be inadequate and the Company would suffer irreparable damages as a result of
such breach or threatened breach.  In
recognition of this fact, the Participant agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to cease making any payments or
providing any benefit otherwise required by this Agreement and obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available.


 


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13.  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.


 


14.   RSUs 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.  All RSUs are 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.


 


15.   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.


 


16.   409A.  Notwithstanding any other provisions of this
Agreement or the Plan, this RSU shall not be deferred, accelerated, extended,
paid out or modified in a manner that would result in the imposition of an
additional tax under Section 409A of the Code upon the Participant.  In the event it is reasonably determined by
the Committee that, as a result of Section 409A of the Code, the transfer
of Class A Shares under this Agreement may not be made at the time
contemplated hereunder without causing the Participant to be subject to
taxation under Section 409A of the Code, the Company will make such
payment on the first day that would not result in the Participant incurring any
tax liability under Section 409A of the Code.


 


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


 


	
   

  	
  HOVNANIAN
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
				



 


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