2014lti8k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report: October 9, 2014

(Date of earliest event reported)

KB HOME

(Exact name of registrant as specified in charter)




Delaware	1-9195	95-3666267
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10990 Wilshire Boulevard, Los Angeles, California		90024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 231-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Long-Term Incentive Awards.

On October 9, 2014, the management development and compensation committee of the KB Home board of directors (the “Committee”) approved grants of long-term incentive awards pursuant to the KB Home 2014 Equity Incentive Plan to Jeffrey T. Mezger, the Company’s president and chief executive officer; Jeff J. Kaminski, the Company’s executive vice president and chief financial officer; Brian J. Woram, the Company’s executive vice president and general counsel; Albert Z. Praw, the Company’s executive vice president, real estate and business development; and William R. Hollinger, the Company’s senior vice president and chief accounting officer, as set forth in the table below. Long-term incentive awards were also approved for grant to certain other senior executives of the Company. The awards granted included performance-based restricted stock units, shares of restricted stock and awards of stock options, as further described below and qualified by reference to the applicable forms of award agreements, which are attached as exhibits to this Current Report on Form 8-K.

Performance-Based Restricted Stock Units. Each of the named executive officers received a grant of performance-based restricted stock units (each, a “PSU”) corresponding to a target award amount of shares of KB Home common stock (“Award Shares”), as shown in the table below. Each PSU grant entitles a recipient to receive between 0% to 200% of the recipient’s Award Shares based on the Company’s achieving over the three-year performance period commencing on December 1, 2014 and ending on November 30, 2017 specified levels of (a) adjusted cumulative earnings per share; (b) average adjusted return on invested capital; and (c) revenue growth performance relative to a peer group of high-production public homebuilding companies. The earnings per share performance measure will determine 50%, the average return on invested capital performance measure will determine 20%, and the relative revenue growth performance measure will determine 30%, of the final number of shares of KB Home common stock that may be issued pursuant to the PSU. Each PSU vests on the date after the end of the performance period that the Committee determines the performance for the performance measures (the “Determination Date”). In addition, each PSU recipient will be nominally credited with an amount (the “Dividend Equivalent”) equal to the recipient’s target Award Shares multiplied by the sum of the cash dividends that are paid in respect of one share of KB Home common stock with a record date during the period beginning on the grant date and ending on the Determination Date. Upon the vesting of each PSU, each recipient will be eligible to receive a cash payment equal to the nominal credited Dividend Equivalent multiplied by the applicable percentage of Award Shares that will be issued to the recipient after the Determination Date, if any. If performance over the performance period for the three performance measures is below specific thresholds, each PSU recipient will receive no shares of KB Home common stock and no cash Dividend Equivalent will be paid in respect of the PSU. In general, each PSU recipient will forfeit any rights with respect to Award Shares and to any cash Dividend Equivalent payment if the recipient terminates service with the Company or a subsidiary prior to the Determination Date.

Restricted Stock. Each share of restricted stock granted on October 9, 2014 entitles a recipient to one vote on all matters put before the Company’s stockholders, and to receive all cash dividends that are paid in respect of one share of KB Home common stock with a record date during the period beginning on the grant date and ending on the vesting date. A recipient will forfeit any unvested shares if the recipient’s employment with the Company or a subsidiary is terminated before the vesting date of October 9, 2017.

Stock Options. Each stock option granted on October 9, 2014, once vested, entitles a recipient to purchase a share of KB Home common stock at the stock option’s grant price. The grant price for each stock option is $14.62. Each stock option has a ten-year term from October 9, 2014 and vests in equal annual installments over a three-year period, subject to the recipient’s continued employment with the Company or a subsidiary.

The long-term incentive awards granted to the Company’s named executive officers on October 9, 2014 are as follows:



Named Executive Officer	Performance-Based Restricted Stock Units (#)	Restricted Stock (#)	Stock Options (#)
Jeffrey T. Mezger	195,622	—	520,300
Jeff J. Kaminski	15,048	22,572	108,396
Brian J. Woram	10,602	15,903	76,370
Albert Z. Praw	10,602	15,903	76,370
William R. Hollinger	6,156	9,234	44,344

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



10.53	Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan.
10.54	Form of Restricted Stock Agreement under the KB Home 2014 Equity Incentive Plan.
10.55	Form of Performance-Based Restricted Stock Unit Award Agreement under the KB Home 2014 Equity Incentive Plan.
10.56	Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan.
10.57	Form of Restricted Cash Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 14, 2014.



		KB Home

		By:	/s/ William A. (Tony) Richelieu
			William A. (Tony) Richelieu Vice President and Corporate Secretary

EXHIBIT INDEX



Exhibit No.		Description

10.53		Form of Stock Option Agreement under the KB Home 2014 Equity Incentive Plan.
10.54		Form of Restricted Stock Agreement under the KB Home 2014 Equity Incentive Plan.
10.55		Form of Performance-Based Restricted Stock Unit Award Agreement under the KB Home 2014 Equity Incentive Plan.
10.56		Form of Performance Cash Award Agreement under the KB Home 2014 Equity Incentive Plan.
10.57		Form of Restricted Cash Award Agreement.

10.53StockOptionAgreementForm

EXHIBIT 10.53

KB HOME

2014 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

This Stock Option Agreement (“Agreement”) is made on [DATE] (“Award Date”) by and between KB Home, a Delaware corporation (“Company”), and [NAME] (“Holder”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2014 Equity Incentive Plan (“Plan”).

A G R E E M E N T

1. Award. Subject to the terms of the Plan and this Agreement, the Company hereby grants to Holder an option (“Option”) to purchase from the Company an aggregate of [SHARE #] shares of Common Stock of the Company, at the purchase price of $[VALUE] per share, the Option to be exercisable as hereinafter provided. A copy of the Plan is attached hereto and/or is available upon request, and is made a part hereof.

2. Vesting. Subject to Section 3 below, the Option shall vest and be exercisable in accordance with the dates and terms specified in the following vesting schedule so long as Holder does not experience a Termination of Service prior to the applicable vesting dates set forth below:



On		Shares Subject to Purchase

[DATE]		33 1/3% of Grant
[DATE]	an additional	33 1/3% of Grant
[DATE]	an additional	33 1/3% of Grant

Upon a Termination of Service, the portion of the Option that is unvested and unexercisable as of the date of such termination shall immediately expire without any consideration therefor.

3. Additional Vesting Terms. Without limiting the generality of the foregoing, it is understood and agreed that the Option is subject to the following additional terms and conditions and to the terms and conditions of the Plan:

(a) 100% of the Option will vest and become immediately exercisable upon Holder’s Termination of Service as a result of Retirement, death or Disability. The Company shall have the sole right to determine whether Holder’s Termination of Service constitutes a Retirement. “Disability” means (i) “disability” as defined in any employment agreement then in effect between Holder and the Company or applicable Affiliate or (ii) if not defined therein, or if there shall be no such agreement, “disability” as defined in the long-term disability plan then maintained by the Company or the applicable Affiliate, or (iii) if there shall be no plan, a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes Holder to be unable to perform in all material respects his or her duties and responsibilities to the Company or applicable Affiliate or any substantially similar duties and responsibilities. The Company shall have the sole right to determine whether Holder’s Termination of Service constitutes a Disability.

(b) The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the limitations on acceleration of vesting set forth in the Plan. If and to the extent so accelerated, the applicable balance of the Option shall vest as of the date or upon the occurrence of the condition specified by the Committee.

4. Exercise of Option.

(a) The Option, to the extent vested, shall in any event cease to be exercisable and shall expire and terminate to the extent not exercised on the earlier of the following:


(i)	the close of business on [DATE] (“Option Term Date”);


(ii)	ninety (90) calendar days after Holder’s Termination of Service for any reason other than for cause (as determined by the Company), Retirement, death or Disability;


(iii)	the Option Term Date in the event of Holder’s Termination of Service as a result of Retirement, death or Disability;


(iv)	the earlier of one (1) year after the date of Holder’s Termination of Service or the Option Term Date in the event of Holder’s death following a Termination of Service for any reason other than for cause (as determined by the Company), Retirement or Disability, but prior to the scheduled termination of the Option in accordance with this Section 4(a); or


(v)	five (5) calendar days after the date of Holder’s Termination of Service if for cause (as determined by the Company).

(b) Any exercise of the vested Option shall be made by giving the Company written or electronic notice of exercise specifying the number of shares to be purchased. The notice of exercise shall be accompanied by any additional documents required under the Plan and by full payment of the purchase price and any applicable withholding taxes. Payment may be made by (i) cash or check, (ii) shares of Common Stock owned by Holder (which are not the subject of any pledge or other security interest) having a Fair Market Value on the date of delivery equal to the aggregate payment required, or (iii) delivery of a written or electronic notice that Holder has placed a market sell order with a broker with respect to shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payment required (so long as payment of such net proceeds is then made to the Company upon settlement of such sale); provided that Holder may elect to have the Company withhold shares otherwise issuable upon exercise of the Option in satisfaction of any applicable tax withholding obligation.

(c) Holder (or Holder’s estate or permitted beneficiary(ies) in the event of Holder’s death) shall have none of the rights of a stockholder of the Company with respect to shares of Common Stock subject to the Option until Holder (or Holder’s estate or permitted beneficiary(ies)) becomes the record owner of such shares following exercise of the Option in accordance with the terms of this Agreement.

5. No Obligation. Neither the execution and delivery of this Agreement nor the granting of the Option shall confer upon Holder any right to be employed or engaged in any capacity by the Company or any Affiliate, or to continue in such employment or engagement, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge Holder at any time.

6. Additional Terms and Adjustments. The Option is subject to all of the terms and conditions of the Plan, including without limitation, any terms, rules, or determinations made by the Committee pursuant to its authority under the Plan and Plan provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.

7. Additional Restrictions. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Holder or other subsequent transfers by Holder of any shares of Common Stock issued to Holder as a result of the exercise of this Option in accordance with the term of this Agreement, including without limitation

(a) restrictions under an insider trading or other Company policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Holder and others following a public offering of the Company’s securities, (c) stock ownership or holding requirements and (d) the required use of a specified brokerage firm for such resales or other transfers.

8. Non-Transferability. The Option may not be sold, pledged, assigned or transferred in any manner other than as permitted by the Plan.

9. Notice. Any notice given hereunder to the Company shall be addressed to the Company at its corporate headquarters, attention Senior Vice President, Human Resources, and any notice given hereunder to Holder shall be addressed to Holder at Holder’s address as shown on the records of the Company.

10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter. Holder agrees to be bound by the terms and conditions of this Agreement and of the Plan, and that in the event of any conflict between this Agreement and the terms of the Plan, the terms of the Plan shall prevail. All designations, determinations, interpretations, and other decisions under or with respect to this Agreement or the Option will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including, but not limited to, the Company, any Subsidiary, Holder, any stockholder and any employee of the Company or any Affiliate. HOLDER ACKNOWLEDGES AND AGREES THAT THE COMMITTEE SHALL ADMINISTER THIS AGREEMENT AND THE OPTION, AND THAT HOLDER IS BOUND BY, AND THE OPTION IS SUBJECT TO, ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE.

11. California Law. This Agreement will be construed, administered and enforced in accordance with the laws of the State of California.

12. Section 409A. The Option is intended to be exempt from the requirements of Section 409A of the Code, and this Agreement shall be interpreted in a manner consistent with such intent. Notwithstanding anything to the contrary in the Plan or in this Agreement, Holder agrees that Holder (or Holder’s estate or permitted beneficiary(ies)) shall be solely responsible for the satisfaction of all taxes, interest and penalties that may be imposed on Holder or for Holder’s account in connection with the Option (including, without limitation, any taxes, interest and penalties under Section 409A), and neither the Company nor its Affiliates shall have any obligation to reimburse, indemnify or otherwise hold Holder (or Holder’s estate or permitted beneficiary(ies)) harmless from any or all of such taxes, interest or penalties.

13. Rescission. This Agreement and the grant of the Option evidenced hereby shall be subject to rescission by the Company if an executed original of this Agreement executed by Holder is not received by the Company within four weeks of the Award Date.

14. Compliance with Laws. Holder acknowledges that the Plan and this Agreement are subject to compliance with all applicable laws and regulations, the rules of any Securities Exchange, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The Option shall be subject to such restrictions, and Holder shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.

15. General. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Holder or the Option, or would disqualify the Option under

any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect. Headings are given to the Sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof and, in the event of any conflict, the text of this Agreement, rather than such titles or headings, will control.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and Holder have executed this Agreement as of the day and year first above written.

KB HOME


By:	Jeffrey T. Mezger

President and Chief Executive Officer

HOLDER:

By:___________________________

[NAME]

Date: _________________________

10.54RestrictedStockAgreementForm

EXHIBIT 10.54

KB HOME

2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (“Agreement”) is made on [DATE] (“Award Date”) by and between KB Home, a Delaware corporation (“Company”), and [NAME] (“Holder”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2014 Equity Incentive Plan (“Plan”).

A G R E E M E N T

1.Award. Subject to the terms of the Plan and this Agreement, the Company hereby awards to Holder an aggregate of [SHARES #] shares of Common Stock of the Company (the “Award”). Except as provided in this Agreement, the shares of Common Stock subject to the Award (“Award Shares”) cannot be transferred in any manner. A copy of the Plan is attached hereto and/or is available upon request, and is made a part hereof.

2.Lapse of Transferability Restrictions (Vesting of Award). Subject to Section 3 below, the transferability restrictions imposed by this Agreement and the Plan on the Award Shares will lapse, and, subject to Section 7 below, the Award Shares will become freely tradable, on the first business day following the third anniversary of the Award Date.

3.Forfeiture of Award Shares. Holder will immediately forfeit all rights, title and interests in and to all Award Shares, without any consideration, that are subject to transferability restrictions under this Agreement on the date Holder experiences a Termination of Service other than a Termination of Service as a result of Holder’s death or Disability. If Holder’s Termination of Service is due to Holder’s death or Disability, the transferability restrictions imposed by this Agreement and the Plan on the Award Shares will lapse, and, subject to Section 7 below, the Award Shares will become freely tradable on the date of such event. “Disability” means (i) “disability” as defined in any employment agreement then in effect between Holder and the Company or applicable Affiliate or (ii) if not defined therein, or if there shall be no such agreement, “disability” as defined in the long-term disability plan then maintained by the Company or the applicable Affiliate, or (iii) if there shall be no plan, a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes Holder to be unable to perform in all material respects his or her duties and responsibilities to the Company or applicable Affiliate or any substantially similar duties and responsibilities. The Company shall have the sole right to determine whether Holder’s Termination of Service constitutes a Disability. In addition, the Committee, in its discretion, may accelerate the lapsing of the transferability restrictions under this Agreement for some or all of the Award Shares at any time, subject to the limitations on acceleration set forth in the Plan. If and to the extent so accelerated, the transferability restrictions will lapse as of the date or upon the occurrence of the condition specified by the Committee.

4.Delivery of Award Shares; Taxes. Subject to the Company’s right under the Plan to record Award Shares in the Company’s books in uncertificated form, the Company will deliver to Holder (or to Holder’s estate or permitted beneficiary(ies) in the event of Holder’s death) stock certificate(s) representing those Award Shares as to which transferability restrictions have lapsed in accordance with this Agreement as soon as practicable after any such lapse, provided that Holder (or Holder’s estate or permitted beneficiary(ies)) has paid to the Company the amount of any taxes the Company is required to withhold in connection with any such lapse. At Holder’s (or Holder’s estate’s or permitted beneficiary(ies)’) discretion, Holder (or Holder’s estate or permitted beneficiary(ies)) may direct the Company to withhold Award Shares to satisfy any tax withholding obligation that may arise upon the lapse of transferability restrictions as provided under this Agreement. If Holder makes an election under

Section 83(b) of the Code to be taxed with respect to the Award as of the Award Date rather than as of the date any transferability restrictions lapse or the date upon which Holder would otherwise be taxed under Section 83(a) of the Code, Holder must deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

5.Dividends. Cash dividends or other cash distributions paid on or in respect of shares of Common Stock of the Company that are not restricted and are freely tradeable (“Unrestricted Shares”) will be equally and contemporaneously paid to Holder on or in respect of any Award Shares that are subject to transferability restrictions under this Agreement. In addition, any stock or other non-cash distributions issued on or in respect of Unrestricted Shares will be equally and contemporaneously issued on or in respect of such Award Shares, but will be held in escrow and will be subject to the transferability restrictions and forfeiture conditions imposed under this Agreement on Award Shares.

6.Additional Terms and Adjustments. This Award is made subject to all of the terms and conditions of the Plan, including without limitation any terms, rules, or determinations made by the Committee pursuant to its authority under the Plan and Plan provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.

7.Additional Restrictions. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales or other transfers of any Award Shares as to which transferability restrictions have lapsed as provided under this Agreement, including without limitation (a) restrictions under an insider trading or other Company policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Holder and others following a public offering of the Company’s securities, (c) stock ownership or holding requirements and (d) the required use of a specified brokerage firm for such resales or other transfers.

8.California Law. This Agreement will be construed, administered and enforced in accordance with the laws of the State of California.

9.Rescission. This Agreement and the Award will be subject to rescission by the Company if an executed original of this Agreement executed by Holder is not received by the Company within four weeks of the Award Date.

10.Compliance With Laws. Holder acknowledges that the Plan and this Agreement are subject to compliance with all applicable laws and regulations, the rules of any Securities Exchange, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The Award Shares shall be subject to such restrictions, and Holder shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.

11.Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter. Holder agrees to be bound by the terms and conditions of this Agreement and of the Plan, and that in the event of any conflict between this Agreement and the terms of the Plan, the terms of the Plan shall prevail. All designations, determinations, interpretations, and other decisions under or with respect to this Agreement or the Award will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including, but not limited to, the Company, any Subsidiary, Holder, any stockholder and any employee of the Company or any Affiliate. HOLDER ACKNOWLEDGES AND AGREES THAT THE COMMITTEE SHALL ADMINISTER THIS AGREEMENT AND THE AWARD, AND THAT HOLDER IS BOUND BY, AND THE AWARD IS SUBJECT TO, ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE.

12.Non-Transferability. The Award may not be sold, pledged, assigned or transferred in any manner other than as permitted by the Plan.

13.No Obligation. Neither the execution and delivery of this Agreement nor the issuance of the Award shall confer upon Holder any right to be employed or engaged in any capacity by the Company or any Affiliate, or to continue in such employment or engagement, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge Holder at any time.

14.Notice. Any notice given hereunder to the Company will be addressed to the Company at its corporate headquarters, attention Senior Vice President, Human Resources, and any notice given hereunder to Holder will be addressed to Holder at Holder’s address as shown on the records of the Company.

15.Section 409A. The Award is intended to be outside the scope of Section 409A of the Code, and this Agreement shall be interpreted in a manner consistent with such intent. Notwithstanding anything to the contrary in the Plan or in this Agreement, Holder agrees that Holder (or Holder’s estate or permitted beneficiary(ies)) shall be solely responsible for the satisfaction of all taxes, interest and penalties that may be imposed on Holder or for Holder’s account in connection with this Award (including, without limitation, any taxes, interest and penalties under Section 409A), and neither the Company nor its Affiliates shall have any obligation to reimburse, indemnify or otherwise hold Holder (or Holder’s estate or permitted beneficiary(ies)) harmless from any or all of such taxes, interest or penalties.

16.Term. Upon forfeiture of all of Holder’s rights, title, and interests in and to any and all of the Award pursuant to Section 3 above, this Agreement will terminate and be of no further force or effect.

17.General. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Holder or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect. Headings are given to the Sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof and, in the event of any conflict, the text of this Agreement, rather than such titles or headings, will control.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and Holder have executed this Agreement as of the day and year first above written.

KB HOME


By:	Jeffrey T. Mezger

President and Chief Executive Officer

HOLDER:

By:___________________________

[NAME]

Date: _________________________

10.55PerformanceRSUAgreementForm

EXHIBIT 10.55

KB HOME

2014 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made on [DATE] (“Grant Date”) by and between KB Home, a Delaware corporation (the “Company”), and [NAME] (“Employee”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2014 Equity Incentive Plan (“Plan”).

A G R E E M E N T

1. Award. Subject to the terms of the Plan and this Agreement, the Company hereby awards to Employee (the “Award”) a target number of [NUMBER] performance-based Restricted Stock Units (the “Target Restricted Stock Units”). Except as otherwise set forth in the Plan or this Agreement, (i) the Award represents the right to receive a percentage of the Target Restricted Stock Units upon vesting thereof (the “Award Shares”), with each Award Share representing the right to receive one (1) Share of Common Stock of the Company, and (ii) unless and until the Award has vested in accordance with the terms of this Agreement, Employee shall not have any right to the issuance or delivery of any Shares underlying the applicable Award Shares, any right as a stockholder with respect to such Shares, or any other consideration in respect of the Award or the applicable Award Shares. A copy of the Plan is attached hereto and/or is available upon request, and is made a part hereof.

2. Vesting and Delivery of Award. Subject to Section 3 below, a percentage of the Award will vest based on satisfaction of the performance conditions and the other terms set forth in Attachment A to this Agreement as determined by the Committee in its sole discretion, which determination will be made on a date (“Determination Date”) that is no later than ninety (90) days after the end of the Performance Period (as defined in Attachment A), subject to Employee’s being employed from the Grant Date through to and including the Determination Date by the Company or any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (each, a “Subsidiary”). Subject to the terms of the Plan and this Agreement, the Shares corresponding to the percentage of the Award that vests hereunder shall be delivered directly or indirectly to Employee (or Employee’s estate or permitted beneficiary(ies) in the event of the Employee’s death) within thirty (30) days following the Determination Date; provided that Employee (or Employee’s estate or permitted beneficiary(ies)) has paid to the Company the amount of any applicable taxes the Company is required to withhold. At Employee’s (or Employee’s estate’s or permitted beneficiary(ies)’) discretion, Employee (or Employee’s estate or permitted beneficiary(ies)) may direct the Company to withhold Shares to satisfy any such tax withholding obligation.

3. Forfeiture of Award. Employee will immediately forfeit all rights, title and interests in and to any and all of the Award, without any consideration, that is unvested on the date Employee experiences a Termination of Service other than a Termination of Service that occurs as a result of (a) Employee’s Retirement that occurs no earlier than one (1) year after the Grant Date, or (b) Employee’s death or Disability. Such forfeiture of the Award will also result in Employee immediately forfeiting any and all right to payment of any corresponding Dividend Equivalent (as defined in Section 4 below). The Committee, in its discretion, may accelerate the vesting under this Agreement for some or all of the Award at any time, subject to the limitations on acceleration set forth in the Plan. If and to the extent so accelerated, vesting will occur as of the date or upon the occurrence of the condition specified by the Committee.

(a) If Employee Retires on a date that occurs one (1) year after the Grant Date or later and prior to the Determination Date, Employee will be eligible to receive only that percentage of Award Shares and

Dividend Equivalent amount that Employee would otherwise be eligible to receive under this Agreement had Employee remained employed through the Determination Date that is equal to the ratio of the number of full calendar months Employee was employed by the Company or a Subsidiary (whether as an employee or otherwise) during the Performance Period and the number of full calendar months in the Performance Period; provided that Employee will forfeit entirely such eligibility, without any consideration, if Employee is employed in any capacity at any time prior to the Determination Date by a competitor of the Company, including without limitation any subsidiary or affiliate of any such competitor. For these purposes, the Company shall have the sole right to determine whether Employee’s Termination of Service constitutes a Retirement, and whether Employee is employed by a competitor or any subsidiary or affiliate thereof.

(b) If Employee dies or becomes Disabled, Employee (or Employee’s estate or permitted beneficiary(ies)) will be eligible to receive the applicable Award Shares and Dividend Equivalent amount that Employee would otherwise be eligible to receive under this Agreement had Employee remained employed through the Determination Date. “Disability” means (i) “disability” as defined in any employment agreement then in effect between Employee and the Company or applicable Subsidiary or (ii) if not defined therein, or if there shall be no such agreement, “disability” as defined in the long-term disability plan then maintained by the Company or the applicable Subsidiary, or (iii) if there shall be no plan, a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes Employee to be unable to perform in all material respects his or her duties and responsibilities to the Company or applicable Subsidiary or any substantially similar duties and responsibilities. The Company shall have the sole right to determine whether Employee’s Termination of Service constitutes a Disability.

4. Crediting and Payment of Dividend Equivalents. Employee will be credited with an amount (the “Dividend Equivalent”) equal to the number of Target Restricted Stock Units multiplied by the amount per Share of any cash dividends declared by the Board on the outstanding Shares as and when declared with a record date during the period beginning on the Grant Date and ending on the Determination Date, or, if earlier, the date on which Employee forfeits any unvested Award. The Company will pay in cash to Employee an amount equal to the Dividend Equivalent credited to Employee multiplied by the ratio of (a) the applicable Award Shares Employee is eligible to receive as determined pursuant to Attachment A and (b) the Target Restricted Stock Units, as promptly as may be practicable, but, in any event, no later than the 15th day of the third month following the end of the first taxable year in which the Determination Date occurs.

5. Additional Terms and Adjustments. This Award is made subject to all of the terms and conditions of the Plan, including without limitation any terms, rules, or determinations made by the Committee pursuant to its authority under the Plan and Plan provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.

6. Additional Restrictions. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales or other transfers of any applicable Award Shares, including without limitation (a) restrictions under an insider trading or other Company policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Employee and others following a public offering of the Company’s securities, (c) stock ownership or holding requirements and (d) the required use of a specified brokerage firm for such resales or other transfers. The Award Shares may not be sold, pledged, assigned or transferred in any manner other than as permitted by the Plan.

7. California Law. This Agreement will be construed, administered and enforced in accordance with the laws of the State of California.

8. Compliance With Laws. Employee acknowledges that the Plan and this Agreement are subject to compliance with all applicable laws and regulations, the rules of any Securities Exchange, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The applicable Award Shares will be subject to such restrictions, and Employee will, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.

9. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter. Employee agrees to be bound by the terms and conditions of this Agreement and of the Plan, and that in the event of any conflict between this Agreement and the terms of the Plan, the terms of the Plan will prevail. All designations, determinations, interpretations, and other decisions under or with respect to this Agreement or the Award will be within the sole discretion of the Committee, may be made at any time and will be final, conclusive, and binding upon all persons, including, but not limited to, the Company, any Subsidiary, Employee, any stockholder and any employee of the Company or any Subsidiary. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE COMMITTEE SHALL ADMINISTER THIS AGREEMENT AND THE AWARD, AND THAT EMPLOYEE IS BOUND BY, AND THE AWARD IS SUBJECT TO, ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE.

10. Non-Transferability. The Award may not be sold, pledged, assigned or transferred in any manner other than as permitted by the Plan.

11. No Obligation. Neither the execution and delivery of this Agreement nor the issuance of the Award or any Shares will confer upon Employee any right to be employed or engaged in any capacity by the Company or any Subsidiary, or to continue in such employment or engagement, or will interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge Employee at any time.

12. Notice. Any notice given hereunder to the Company will be addressed to the Company at its corporate headquarters, attention Senior Vice President, Human Resources, and any notice given hereunder to Employee will be addressed to Employee at Employee’s address as shown on the records of the Company.

13. Section 409A. This Agreement will be interpreted in accordance with Section 409A of the Code, to the extent applicable, including without limitation any Treasury Regulations or other Department of Treasury guidance that may be issued or amended after the date hereof, and will not be amended or modified in any manner that would cause this Agreement to violate the requirements of Section 409A. If, following the date hereof, the Committee determines that the Award may be subject to Section 409A, including such Department of Treasury guidance as may be issued after the date hereof, the Committee may, in its discretion, adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A. Notwithstanding anything to the contrary in the Plan or in this Agreement, Employee agrees that Employee (or Employee’s estate or permitted beneficiary(ies)) will be solely responsible for the satisfaction of all taxes, interest and penalties that may be imposed on Employee or for Employee’s account in connection with this Award (including, without limitation, any taxes, interest and penalties under Section 409A), and neither the Company nor its Affiliates will have any obligation to reimburse, indemnify or otherwise hold Employee (or Employee’s estate or permitted beneficiary(ies)) harmless from any or all of such taxes, interest or penalties.

14. Rescission. This Agreement and the Award will be subject to rescission by the Company if an original of this Agreement executed by Employee is not received by the Company within four weeks of the Grant Date.

15. Term. Upon forfeiture of all of Employee’s rights, title, and interests in and to any and all of the Award pursuant to Section 3 above, this Agreement will terminate and be of no further force or effect.

16. General. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to Employee or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect. Headings are given to the Sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof and, in the event of any conflict, the text of this Agreement, rather than such titles or headings, will control.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and Employee have executed this Agreement as of the day and year first above written.

KB HOME


By:	Jeffrey T. Mezger

President and Chief Executive Officer

EMPLOYEE:

By:_______________________________________

[NAME]

Date: _____________________________________

10.56PerformanceCashAgreementForm

EXHIBIT 10.56

KB HOME

2014 EQUITY INCENTIVE PLAN

PERFORMANCE CASH AWARD AGREEMENT

This Performance Cash Award Agreement (this “Agreement”) is made on [DATE] (the “Grant Date”) by and between KB Home, a Delaware corporation (the “Company”), and [NAME] (the “Employee”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given to them in the KB Home 2014 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Employee a performance cash award (the “Award”);

WHEREAS, the Award is intended to constitute compensation that is payable within the “short-term deferral” period after the Award is no longer subject to a “substantial risk of forfeiture” and that does not provide for the deferral of compensation under, and is therefore exempt from, Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), together with the Department of Treasury Regulations and other interpretative guidance issued thereunder (“Section 409A”); and

WHEREAS, the Award is intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the Code.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Employee enter into this Agreement as follows:

A G R E E M E N T

1. Grant. Subject to the terms of the Plan and this Agreement, the Company hereby grants to the Employee the Award, which entitles the Employee to earn a cash payment with a target amount equal to $[AMOUNT]. The actual amount of the Award payable to the Employee shall be determined pursuant to Section 2 below. A copy of the Plan is attached hereto and/or is available upon request, and is made a part hereof.

2. Award Vesting. Subject to Section 3 below, a percentage of the Award will vest based on satisfaction of the performance conditions and the other terms set forth in Attachment A to this Agreement as determined by the Committee in its sole discretion, which determination will be made on a date (“Determination Date”) that is no later than ninety (90) days after the end of the Performance Period (as defined in Attachment A), subject to the Employee’s being employed from the Grant Date through to and including the Determination Date by the Company or any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (each, a “Subsidiary”).

3. Forfeiture of Award. The Employee will immediately forfeit all rights, title and interests in and to any and all of the Award, without any consideration, that is unvested on the date the Employee experiences a Termination of Service other than a Termination of Service that occurs as a result of (a) the Employee’s Retirement that occurs no earlier than one (1) year after the Grant Date, or (b) the Employee’s death or Disability. The Committee, in its discretion, may accelerate the vesting under this Agreement for some or all of the Award at any time, subject to the limitations on acceleration set forth in the Plan. If and to the extent so accelerated, vesting will occur as of the date or upon the occurrence of the condition specified by the Committee.

(a) If the Employee Retires on a date that occurs one (1) year after the Grant Date or later and prior to the Determination Date, the Employee will be eligible to receive only that percentage of the Award that the Employee would otherwise be eligible to receive under this Agreement had the Employee

remained employed through the Determination Date that is equal to the ratio of the number of full calendar months the Employee was employed by the Company or a Subsidiary (whether as an employee or otherwise) during the Performance Period and the number of full calendar months in the Performance Period; provided that the Employee will forfeit entirely such eligibility, without any consideration, if the Employee is employed in any capacity at any time prior to the Determination Date by a competitor of the Company, including without limitation any subsidiary or affiliate of any such competitor. For these purposes, the Company shall have the sole right to determine whether the Employee’s Termination of Service constitutes a Retirement, and whether the Employee is employed by a competitor or any subsidiary or affiliate thereof.

(b) If the Employee dies or becomes Disabled, the Employee (or the Employee’s estate or permitted beneficiary(ies) in the event of the Employee’s death) will be eligible to receive the percentage of the Award that the Employee would otherwise be eligible to receive under this Agreement had the Employee remained employed through the Determination Date. “Disability” means (i) “disability” as defined in any employment agreement then in effect between the Employee and the Company or applicable Subsidiary or (ii) if not defined therein, or if there shall be no such agreement, “disability” as defined in the long-term disability plan then maintained by the Company or the applicable Subsidiary, or (iii) if there shall be no plan, a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Employee to be unable to perform in all material respects his or her duties and responsibilities to the Company or applicable Subsidiary or any substantially similar duties and responsibilities. The Company shall have the sole right to determine whether the Employee’s Termination of Service constitutes a Disability.

4. Payment. Subject to the terms of the Plan and this Agreement, the percentage of the Award that vests hereunder shall be paid in cash to the Employee (or to the Employee’s estate or permitted beneficiary(ies)) within thirty (30) days following the Determination Date.

The Company has the authority to deduct or withhold an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Employee’s FICA obligation) required by law to be withheld with respect to any taxable event arising from the vesting or payment of any portion of the Award.

5. California Law. This Agreement will be construed, administered and enforced in accordance with the laws of the State of California.

6. Entire Agreement; Committee Authority.

(a) This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to such subject matter.

(b) Subject to applicable law, this Agreement and the Award shall be administered by the Committee, and the Committee shall have full power and authority to determine and interpret the terms and conditions of this Agreement and the Award, and make any determination and take any action that the Committee deems necessary or desirable for the administration of this Agreement and the Award, based in each case on such considerations as the Committee in its sole discretion determines.

(c) All designations, determinations, interpretations, and other decisions under or with respect to this Agreement or the Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons (as defined below), including, but not limited to, the Company, any Subsidiary, the Employee, any stockholder and any employee of the Company or any Subsidiary. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE

COMMITTEE SHALL ADMINISTER THIS AGREEMENT AND THE AWARD, AND THAT THE EMPLOYEE IS BOUND BY, AND THE AWARD IS SUBJECT TO, ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE.

7. Non-Transferability. The Award may not be sold, pledged, assigned or transferred in any manner other than as permitted by the Plan.

8. No Obligation. Neither the execution and delivery of this Agreement nor the granting of the Award will confer upon the Employee any right to be employed or engaged in any capacity by the Company or any Subsidiary, or to continue in such employment or engagement, or will interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge the Employee at any time.

9. Notice. Any notice given hereunder to the Company will be addressed to the Company at its corporate headquarters, attention Senior Vice President, Human Resources, and any notice given hereunder to the Employee will be addressed to the Employee at Employee’s address as shown on the records of the Company.

10. Amendment and Cancellation. Subject to Section 12 hereof, at any time and from time to time, the Committee may terminate, amend or modify this Agreement. Except with respect to amendments made pursuant to Section 12 hereof, no termination, amendment, or modification of this Agreement will adversely affect in any material way the Award granted hereunder without the prior written consent of the Employee.

11. General Provisions.

(a) Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to the Employee or the Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect.

(b) Other Laws. The obligation of the Company to make payment of the Award will be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company may refuse to transfer any consideration under this Agreement if, acting in its sole discretion, it determines that transfer of such consideration might violate any applicable law or regulation.

(c) No Trust or Fund Created. This Agreement is intended to be an “unfunded” plan for incentive compensation. This Agreement will neither create nor be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary or any affiliate and the Employee or any other individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity (each, a “Person”). To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to this Agreement, such right will be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.

(d) Headings. Headings are given to the Sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof and, in the event of any conflict, the text of this Agreement, rather than such titles or headings, will control.

12. Section 409A.

(a) The Award is intended to constitute compensation that is payable within the “short-term deferral” period after the Award is no longer subject to a “substantial risk of forfeiture” and that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A. This Agreement shall be interpreted in accordance with Section 409A, to the extent applicable, including without limitation any Treasury Regulations or other Department of Treasury guidance that may be issued or amended after the date hereof, and shall not be amended or modified in any manner that would cause this Agreement to violate the requirements of Section 409A. In the event that, following the date hereof, the Committee determines that the Award may be subject to Section 409A, including such Department of Treasury guidance as may be issued after the date hereof, the Committee may, in its discretion, adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A.

(b) The Employee (or the Employee’s estate or permitted beneficiary(ies)) shall be solely responsible and liable for the satisfaction of all taxes, interest, and penalties that may be imposed on such Employee or for such Employee’s account in connection with the Award (including, without limitation, any taxes, interest, and penalties under Section 409A), and none of the Company or any Subsidiary nor any of their affiliates shall have any obligation to reimburse, indemnify or otherwise hold the Employee (or the Employee’s estate or permitted beneficiary(ies)) harmless from any or all of such taxes, interest, or penalties.

13. Rescission. This Agreement and the Award will be subject to rescission by the Company if an original of this Agreement executed by the Employee is not received by the Company within four weeks of the Grant Date.

14. Term. Upon forfeiture of all of the Employee’s rights, title, and interests in and to any and all of the Award pursuant to Section 3 above, this Agreement shall terminate and be of no further force or effect.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Employee have executed this Agreement as of the day and year first above written.

KB HOME


By:	Jeffrey T. Mezger

President and Chief Executive Officer

EMPLOYEE:

By:_______________________________________

[NAME]

Date: _____________________________________

10.57RestrictedCashAgreementForm

EXHIBIT 10.57

KB HOME

RESTRICTED CASH AWARD AGREEMENT

This Restricted Cash Award Agreement (this “Agreement”) is made on [DATE] (the “Grant Date”) by and between KB Home, a Delaware corporation (the “Company”), and [NAME] (the “Employee”).

WHEREAS, the Company desires to grant the Employee a restricted cash award (the “Award”); and

NOW, THEREFORE, in consideration of the foregoing, the Company and the Employee enter into this Agreement as follows:

A G R E E M E N T

1. Grant. Subject to the terms of this Agreement, the Company hereby grants to the Employee the Award, which entitles the Employee to earn a future cash payment in an amount equal to $[AMOUNT].

2. Award Vesting. The Award granted under this Agreement will vest on the earlier of

(a) [DATE], provided that the Employee is employed by the Company or any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (each, a “Subsidiary”) from the Grant Date through to and including [DATE]; or

(b) the date of the Employee’s termination of employment as a result of the Employee’s death or Disability. “Disability” means (i) “disability” as defined in any employment agreement then in effect between the Employee and the Company or applicable Subsidiary or (ii) if not defined therein, or if there shall be no such agreement, “disability” as defined in the long-term disability plan then maintained by the Company or the applicable Subsidiary, or (iii) if there shall be no plan, a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Employee to be unable to perform in all material respects his or her duties and responsibilities to the Company or applicable Subsidiary or any substantially similar duties and responsibilities. The Company shall have the sole right to determine whether the Employee’s termination of employment constitutes a Disability.

3. Forfeiture. Subject to Section 2 above, the Employee will immediately forfeit all rights, title and interests in and to any and all of the Award, without any consideration, that is unvested on the date the Employee’s employment with the Company or its Subsidiaries is terminated.

4. Payment. As soon as reasonably practicable following the date of vesting of the Award in accordance with Section 2 above (the “Vesting Date”), but in no event later than the later of (i) the fifteenth day of the third month following the end of the Employee’s first taxable year in which the Vesting Date occurs or (ii) the fifteenth day of the third month following the end of the Company’s first taxable year in which the Vesting Date occurs, the Company will pay in cash to the Employee (or to the Employee’s estate or permitted beneficiary(ies) in the event of the Employee’s death) the amount set forth in Section 1 of this Agreement. The Company has the authority to deduct or withhold an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Employee’s FICA

obligation) required by law to be withheld with respect to any taxable event arising from the vesting or payment of any portion of the Award.

5. California Law. This Agreement will be construed, administered and enforced in accordance with the laws of the State of California.

6. Entire Agreement; Committee Authority.

(b) Subject to applicable law, this Agreement and the Award shall be administered by the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of the Company, and the Committee shall have full power and authority to determine and interpret the terms and conditions of this Agreement and the Award, and make any determination and take any action that the Committee deems necessary or desirable for the administration of this Agreement and the Award, based in each case on such considerations as the Committee in its sole discretion determines.

7. Non-Transferability. Neither this Agreement nor the Award may be assigned by the Employee by operation of law or otherwise. Any purported assignment by the Employee shall be null and void. This Agreement shall, however, be binding upon the successors and assigns of the Company.

11. General Provisions.

the determination of the Committee, materially altering the intent of this Agreement, such provision will be stricken as to such jurisdiction, and the remainder of this Agreement will remain in full force and effect.

12. Section 409A.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Employee have executed this Agreement as of the day and year first above written.

KB HOME


By:	Jeffrey T. Mezger

President and Chief Executive Officer

EMPLOYEE:

By:_______________________________________

[NAME]

Date: _____________________________________