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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