ex1028.htm


     

      
        

      

    

    Exhibit 10.28


      STANDARD
PACIFIC CORP.

      STANDARD
TERMS AND CONDITIONS FOR

      NON-QUALIFIED
STOCK OPTIONS

       

      2008
EQUITY INCENTIVE PLAN (CIC)

      


      


       

      
        	
                 
      

              	
                SECTION
      1 - TERMS OF OPTION

              


      

       

      STANDARD
PACIFIC CORP., a Delaware corporation (the “Company”), has granted to the
individual (the "Optionee") named in the Term
Sheet provided to the Optionee herewith (the “Term Sheet”) a nonqualified
stock option (the "Option") to purchase any part
or all of the number of shares of the Company's Common Stock, $0.01 par value
per share (the “Common
Stock”), set forth in the Term Sheet, at the exercise price per share
(the "Exercise Price")
and upon the other terms and subject to the conditions set forth in the Term
Sheet, these Standard Terms and Conditions (CIC) (as amended from time to time),
and the Company's 2008 Equity Incentive Plan (the “Plan”).

       

      
        	
                 
      

              	
                SECTION
      2 - NONQUALIFIED STOCK OPTION

              


      

       

      The
Option is not intended to be an Incentive Stock Option under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”) and will be
interpreted accordingly.

       

      
        	
                 
      

              	
                SECTION
      3 - EXERCISE OF OPTION AND TERM OF
OPTION

              


      

       

      The
Exercise Price of the Option is set forth in the Term Sheet.  Except
as otherwise provided in these Standard Terms and Conditions and the Plan, the
Option shall be exercisable only if the Optionee is an employee of the Company
on the date that the Option becomes vested, as set forth in the Term Sheet and
these Standard Terms and Conditions.  To the extent not previously
exercised, and subject to termination or acceleration as provided in these
Standard Terms and Conditions and the Plan, the Option shall be fully
exercisable on and after it becomes vested, as described in the Term Sheet and
these Standard Terms and Conditions, to purchase up to that number of shares of
Common Stock as set forth in the Term Sheet.  Notwithstanding anything
to the contrary in these Standard Terms and Conditions, no part of the Option
may be exercised after seven (7) years from the grant date set forth in the Term
Sheet.

       

      To
exercise the Option (or any part thereof), the Optionee shall utilize the
process established by the Company's external stock option administrator,
Charles Schwab & Co., Inc., either online through Schwab Equity Award Center
TM (http://equityawardcenter.schwab.com),
via telephone at 1-800-654-2593, or by visiting a Charles Schwab & Co., Inc.
branch office. Among other things, Optionee will be required to specify the
number of whole shares of Common Stock the Optionee wishes to purchase and how
the Optionee’s shares of Common Stock should be registered (in the Optionee’s
name only or in the Optionee’s and the Optionee’s spouse's names as community
property or as joint tenants with right of survivorship).

       

      The
Company shall not be obligated to issue any shares of Common Stock until the
Optionee shall have paid the total Exercise Price for that number of shares of
Common Stock.  The Exercise Price may be paid (a) in cash or certified
cashiers' check, (b) by tendering (either physically or by attestation) shares
of Common Stock owned by the Optionee having a "fair market value" (defined in
the Plan) on the date of exercise equal to the Exercise Price (but only if (i)
the Company is not then prohibited by law, regulation, contract or otherwise
from purchasing or acquiring such shares of Common Stock, and (ii) such action
will not result in an accounting charge to the Company), or (c) by any
combination of the foregoing.  In addition, the Exercise Price may be
paid in such other form(s) of consideration as the Committee in its discretion
shall 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      specify,
including without limitation by loan or by techniques that may result in an
accounting charge to the Company, provided however, that the Company may offer
or permit such assistance or techniques on an ad hoc basis to any
optionholder without incurring any obligation to offer or permit such assistance
or techniques on other occasions or to other
optionholders.  Fractional shares may not be
exercised.  Shares of Common Stock will be issued as soon as practical
after exercise.

       

      Notwithstanding
the above, the Company shall not be obligated to deliver any shares of Common
Stock during any period when the Company determines that the exercisability of
the Option or the delivery of shares hereunder would violate any federal, state
or other applicable laws, or any contractual obligations of the
Company.

       

      
        	
                 
      

              	
                SECTION
      4 - TERMINATION OF EMPLOYMENT

              


      

       

      
        	
                A.  

              	
                Death or Permanent
      Disability:  Upon the date of a termination of the
      Optionee's employment as a result of the death or Permanent Disability of
      the Optionee (i) any part of the Option that is unexercisable as of such
      termination date shall remain unexercisable and shall terminate as of such
      date, and (ii) any part of the Option that is exercisable as of the
      termination date shall be exercisable by the Optionee (or in the case of
      termination due to death, by optionee's estate, heir or beneficiary) until
      and shall expire upon the earlier of (A) twelve (12) months following the
      date of termination of Optionee's employment and (B) the Expiration Date
      of the Option (as set forth in the Term Sheet).  For purposes of
      these Standard Terms and Conditions, "Permanent Disability" means the
      inability to engage in substantial gainful employment by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death, or which has lasted or can be expected to last for a
      continuous period of not less than twelve (12) months.  The
      Optionee shall not be deemed to have a Permanent Disability unless proof
      of the existence thereof is furnished to the Committee in such form and
      manner, and at such times, as the Committee may require.  The
      determination of the Committee as to an individual's Permanent Disability
      shall be conclusive on all of the
parties.

              


      

       

      
        	
                B.  

              	
                Other
      Termination:  Upon the date of a termination of the
      Optionee's employment with the Company for any reason other than the death
      or Permanent Disability of the Optionee (i) any part of the Option
      that is unexercisable as of such termination date shall remain
      unexercisable and shall terminate as of such date, and (ii) any part of
      the Option that is exercisable as of such termination date shall expire
      upon the earlier of ninety (90) days following such date or the Expiration
      Date of the Option.

              


      

       

      
        	
                 
      

              	
                SECTION
      5 - CHANGE IN CONTROL

              


      

       

      Immediately
prior to the effective time and date of any Change in Control (as defined in the
Plan), 50% of the unvested portion of the Option, to the extent outstanding at
such time and date, shall immediately vest and become exercisable, and subject
to Section 4
hereof, shall be exercisable until such time thereafter as fixed by the
Administrator (as defined in the Plan).  If more than one tranche of
the option is unvested at such time, 50% of each unvested tranche shall
vest.  Notwithstanding the foregoing, nothing in this Section 5 shall be
deemed to limit the authority of the Administrator to (a) affect an adjustment
pursuant to Section 12 of the Plan, (b) require the mandatory surrender of the
Option pursuant to Section 15 of the Plan, or (c) take any other action with
respect to the Option permitted in Section 15 of the Plan that is consistent
with the acceleration of vesting as set forth in this Section
5.

       

      
        	
                 
      

              	
                SECTION
      6 - RESTRICTIONS ON RESALES OF OPTION
SHARES

              


      

       

      The
Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Optionee or other
subsequent transfers by the Optionee of any shares of Common Stock issued as a
result of the exercise of the Option, including without limitation 

       

      
        
          
          

        

        
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      (a)
restrictions under an insider trading policy, (b) restrictions designed to delay
and/or coordinate the timing and manner of sales by the Optionee and other
optionholders and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.  The Optionee hereby acknowledges
that, to the extent he or she is an "affiliate" of the Company (as that term is
defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or
to the extent that the shares of Common Stock underlying the Option have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, the shares of Common Stock are subject to, and the
certificates representing the shares of Common Stock shall be legended to
reflect, certain trading restrictions under applicable securities laws
(including particularly the Securities and Exchange Commission's Rule 144), and
the Optionee hereby agrees to comply with all such restrictions and to execute
such documents or take such other actions as the Company may require in
connection with such restrictions.

       

      
        	
                 
      

              	
                SECTION
      7 - INCOME TAXES WITHHOLDING

              


      

       

      The
Company shall not be obligated to issue any shares of Common Stock pursuant to
the exercise of the Option until the Optionee has satisfied in full any and all
taxes and tax withholding requirements as may be applicable.  Such
taxes may be paid by cash or certified cashiers' check or by such other forms of
consideration as the Committee in its discretion shall specify.  The
Committee may, in its discretion, make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of all federal, state,
local and other taxes required by law to be withheld with respect to the
issuance or exercise of the Option including, but not limited to, deducting the
amount of any such withholding taxes from any amount then or thereafter payable
to the Optionee.

       

      
        	
                 
      

              	
                SECTION
      8 - NON-TRANSFERABILITY OF OPTION

              


      

       

      Unless
otherwise provided in the Term Sheet or by amendment to the Term Sheet, the
Optionee may not assign or transfer the Option to anyone other than by will or
the laws of descent and distribution and the Option shall be exercisable only by
the Optionee during his or her lifetime.  The Company may cancel the
Optionee’s Option if the Optionee attempts to assign or transfer it in a manner
inconsistent with this Section 7.

       

      
        	
                 
      

              	
                SECTION
      9 - DISPUTES

              


      

       

      Any
disagreement concerning the Optionee’s Option shall be finally and conclusively
determined as provided in the Plan.

       

      
        	
                 
      

              	
                SECTION
      10 - THE PLAN AND OTHER AGREEMENTS

              


      

       

      The
provisions of the Plan are incorporated into these Standard Terms and Conditions
by this reference.  In the event of a conflict between the terms and
conditions of these Standard Terms and Conditions and the Plan, the Plan
controls.  Certain capitalized terms not otherwise defined herein are
defined in the Plan.

       

      The Term
Sheet, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Optionee and the Company regarding the
Option.  Any prior agreements, commitments, or negotiations concerning
the Option are superseded.

       

      
        	
                 
      

              	
                SECTION
      11 - NO INTEREST IN SHARES SUBJECT TO
OPTION

              


      

       

      Neither
the Optionee (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Optionee shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved
for the purpose of the Plan or subject to the Term Sheet or these 

       

      
        
          
          

        

        
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      Standard
Terms and Conditions except as to such shares of Common Stock, if any, as shall
have been issued to such person upon exercise of the Option or any part of
it.

       

      
        	
                 
      

              	
                SECTION
      12 - NOT A CONTRACT FOR EMPLOYMENT

              


      

       

      Nothing
in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other
instrument executed pursuant to the Plan shall (a) confer upon the Optionee any
right to continue in the employ of the Company or any of its subsidiaries, (b)
affect the right of the Company and each of its subsidiaries to terminate the
employment of the Optionee, with or without cause, or (c) confer upon the
Optionee and right to participate in any employee welfare or benefit plan or
other program of the Company or any of its subsidiaries other than the Option
under the Plan.  The
Optionee hereby acknowledges and agrees that the Company and each of its
subsidiaries may terminate the employment of the Optionee at any time and for
any reason, or for no reason, unless the Optionee and the Company or such
subsidiary are parties to a written employment agreement that expressly provides
otherwise.

       

      
        	
                 
      

              	
                SECTION
      13 - NOTICES

              


      

       

      All
notices, requests, demands and other communications pursuant to these Standard
Terms and Conditions shall be in writing and shall be deemed to have been duly
given if personally delivered, telexed or telecopied to, or, if mailed, when
received by, the other party at the following addresses (or at such other
address as shall be given in writing by either party to the other):

      
        


        
          	
                  If
      to the Company to:

                	 
      	
                  Standard
      Pacific Corp.

                  26
      Technology Drive

                  Irvine,
      California 92618

                  Attn.:
      Secretary

                
	 
      
	
                  If
      to the Optionee, to the address for such Optionee on file with the
      Company.

                


        



      
        	
                 
      

              	
                SECTION
      14 - SEPARABILITY

              


      

       

      In the
event that any provision of these Standard Terms and Conditions is declared to
be illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction, such provision shall be reformed, if possible, to the extent
necessary to render it legal, valid and enforceable, or otherwise deleted, and
the remainder of these Standard Terms and Conditions shall not be affected
except to the extent necessary to reform or delete such illegal, invalid or
unenforceable provision.

       

      
        	
                 
      

              	
                SECTION
      15 - HEADINGS

              


      

       

      The
headings preceding the text of the sections hereof are inserted solely for
convenience of reference, and shall not constitute a part of these Standard
Terms and Conditions, nor shall they affect its meaning, construction or
effect.

       

      
        	
                 
      

              	
                SECTION
      16 - FURTHER ASSURANCES

              


      

       

      Each
party shall cooperate and take such action as may be reasonably requested by
another party in order to carry out the provisions and purposes of these
Standard Terms and Conditions.

       

      
        	
                 
      

              	
                SECTION
      17 - BINDING EFFECT

              


      

       

      These
Standard Terms and Conditions shall inure to the benefit of and be binding upon
the parties hereto and their respective permitted heirs, beneficiaries,
successors and assigns.

       

      
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