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
1
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