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 (Date of earliest event reported): July 15, 2010
KB HOME
(Exact name of registrant as specified in its charter)
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Delaware
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1-9195
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95-3666267
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10990 Wilshire Boulevard, Los Angeles, California
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90024
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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(e) On July 15, 2010, the Management Development and Compensation Committee of KB Homes Board of
Directors (the Committee) granted a long-term incentive award to Jeff J. Kaminski, KB Homes
principal financial officer, who joined KB Home on June 7, 2010. The award was made under the KB
Home 2010 Equity Incentive Plan and consisted of options to purchase 45,017 shares of KB Home
common stock and 6,661 shares of restricted KB Home common stock. The descriptions set forth below
of the stock options and restricted stock granted to Mr. Kaminski are qualified by reference to the
forms of the award agreements, which are attached as exhibits to this Current Report on Form 8-K.
Stock Options
. Each stock option granted to Mr. Kaminski on July 15, 2010, once vested,
entitles him to purchase a share of KB Home common stock at the stock options exercise price. The
exercise price for each stock option is $11.26, which was the closing price of KB Homes common
stock on the New York Stock Exchange on the date of grant. Each stock option has a ten-year term
from July 15, 2010 and vests in equal annual installments over a three-year period.
Restricted Stock
. Each share of restricted stock granted to Mr. Kaminski on July 15, 2010
entitles him to one vote on all matters put before KB Homes stockholders, and to receive all cash
dividends that are paid in respect of each share of KB Home common stock from and including the
grant date through and including the vesting date of July 15, 2013. Mr. Kaminski will forfeit
these shares if his employment with KB Home is terminated before the vesting date.
In addition, the Committee has approved the acceleration of the vesting of Wendy C. Shibas
previously granted equity-based awards upon the effective date of her termination as follows: stock
appreciation rights (representing unvested rights with respect to 116,449 shares as of July 15,
2010), stock options (representing unvested rights with respect to 70,768 shares as of July 15,
2010), 10,930 unvested shares of restricted stock and 19,471 unvested phantom shares (in each case,
as of July 15, 2010). The Committee also set the post-termination exercise periods of her stock
appreciation rights and stock options at their full remaining terms.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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10.58
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Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan.
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10.59
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Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan.
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SIGNATURE
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: July 20, 2010
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KB Home
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By:
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/s/ Thomas F. Norton
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Thomas F. Norton
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Senior Vice President, Human Resources
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.58
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Form of Stock Option Award Agreement under the KB Home 2010 Equity Incentive Plan.
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10.59
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Form of Restricted Stock Award Agreement under the KB Home 2010 Equity Incentive Plan.
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EXHIBIT 10.58
KB HOME
2010 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 2010
Equity Incentive Plan (Plan).
AGREEMENT
1. 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,
$1.00 par value per share, of the Company, at the purchase price of $XX.XX 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. 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:
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On
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Shares Subject to Purchase
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[DATE]
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33 1/3% of Grant
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[DATE]
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an additional
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33 1/3% of Grant
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[DATE]
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an additional
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33 1/3% of Grant
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3. Without limiting the generality of Section 1 above, 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 Holders Retirement.
Retirement means severance from employment with the Company and its Affiliates for any reason
other than a leave of absence, termination for cause, death or disability, at such time as the sum
of Holders age and years of service with the Company and its Affiliates equals at least 65 or
more, provided that Holder is then at least 55 years of age. The Company shall have the sole right
to determine whether Holders severance from employment constitutes a Retirement.
(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.
(c) 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 (1) the close of business on
[DATE]; (2) 90 calendar days after Holders Termination of Service for any reason other than for
cause (as determined by the Company) or Retirement; (3) the date specified in subsection (c)(1) of
this Section 3 in the event of the Holders Retirement, or (4) five calendar days after the date of
Holders Termination of Service if for cause (as determined by the Company). Notwithstanding the
foregoing, in the event of the death of Holder (i) while employed by the Company or its Affiliates
or (ii) following a Termination of Service for any reason other than for cause or Retirement but
prior to the scheduled termination of the Option, then the Option (to the extent vested at the time
of Holders death) will terminate on the earlier of (x) one year from the date of death or (y) the
date specified in subsection(c)(1) of this Section 3.
(d) The Option may not be sold, pledged, assigned or transferred in any manner other than as
permitted by the Plan.
(e) Holder 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 becomes the record owner of such shares
following exercise of the Option in accordance with the terms of this Agreement.
4. 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 (a) cash or check, (b)
shares of Common Stock owned by Holder (which are not the subject of any pledge or other security
interest) having a Fair Market Value (as defined in the Plan) on the date of delivery equal to the
aggregate payment required, or (c) 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.
5. Neither the execution and delivery hereof 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
the Holder at any time.
6. 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. 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, 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 Companys stock, (c) stock ownership or
holding requirements and (d) restrictions as to the use of a specified brokerage firm for such
resales or other transfers.
8. 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 Holders address as shown on the records of the
Company.
9.
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 in terms between this Agreement and the terms of the Plan, the
terms of the Plan shall prevail.
10. This Agreement will be construed, administered and enforced in accordance with the laws of
the State of California. 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 is not received by
the Company within four weeks of the Award Date.
11. 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 shall be
solely responsible for the satisfaction of all taxes, interest and penalties that may be imposed on
Holder or for Holders 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 harmless from any or all of
such taxes, interest or penalties.
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.
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KB HOME
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By:
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[NAME]
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[TITLE]
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HOLDER:
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By:
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[RECIPIENT]
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EXHIBIT 10.59
KB HOME
2010 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 2010
Equity Incentive Plan (Plan).
AGREEMENT
1.
Award
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Subject to the terms of the Plan and this Agreement, the Company hereby
awards to Holder an aggregate of [# SHARES] shares of Common Stock, $1.00 par value per share, 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)
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Subject to Section 3
below, the transferability restrictions imposed by this Agreement and the Plan on the Award Shares
will lapse, and 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
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Holder will immediately forfeit all rights, title and
interests in and to all Award Shares that are subject to transferability restrictions under this
Agreement on the date Holder experiences a Termination of Service. 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
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Subject to the Companys right under the Plan to
record Award Shares in the Companys books in uncertificated form, the Company will deliver to
Holder 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 has paid to the Company the amount of any taxes the Company is required
to withhold in connection with any such lapse. At Holders discretion, Holder 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
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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
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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
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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 in accordance
with 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 Companys stock, (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
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This Agreement will be construed, administered and enforced in
accordance with the laws of the State of California. This Agreement and the Award will be subject
to rescission by the Company if an executed original of this Agreement is not received by the
Company within four weeks of the Award Date.
9.
Compliance With Laws
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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. To the extent permitted by
applicable law, the Plan and this Agreement will be deemed amended to the extent necessary to
conform to any applicable laws, rules and regulations.
10.
Entire Agreement
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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.
11.
Non-Transferability
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The Award may not be sold, pledged, assigned or transferred
in any manner other than as permitted by the Plan or this Agreement.
12.
No Obligation
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Neither the execution and delivery hereof 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.
13.
Notice
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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 Holders address as shown on the
records of the Company.
14.
Section 409A
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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 shall be solely responsible for the satisfaction of all taxes, interest and penalties that
may be imposed on Holder or for Holders 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 harmless from
any or all of such taxes, interest or penalties.
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.
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KB HOME
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By:
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[NAME]
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[TITLE]
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HOLDER:
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By:
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[RECIPIENT]
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