Exhibit 10.33

KB HOME
AMENDED AND RESTATED 1999 INCENTIVE PLAN
PERFORMANCE STOCK AGREEMENT

     This Performance Stock Agreement (this “Agreement”) is made on July 12, 2007, between KB Home, a Delaware corporation (the “Company”), and Jeffrey T. Mezger (“Participant”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given them in the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

A G R E E M E N T

     1.  Award . Subject to the terms of the Plan, this Agreement and the Employment Agreement, dated as of February 28, 2007 (the “Employment Agreement”), between the Company and Participant, the Company hereby awards to Participant an aggregate of 54,000 shares of common stock, $1.00 par value per share (“Common Stock”), of the Company (the “Award”). Except as provided in this Agreement, the shares of Common Stock subject to the Award (the “Performance Shares”) cannot be transferred in any manner.

     2.  Vesting of Award .

     (a) The Performance Shares shall vest, and transfer restrictions thereon shall lapse, based on the Company’s Total Shareholder Return (“TSR”) performance over the three year period ending on November 30, 2009 (the “Performance Period”) relative to the Peer Companies (as defined below), as set forth below:

The payout as a percentage of Performance Shares shall be interpolated for relative TSR percentile rankings between the 25th percentile and the 75th percentile.

     (b) The TSR shall be based on the trailing 20-day average closing stock prices of the Company and the Peer Companies measured as of (and including the 20th day) the first and last business days of the Performance Period and including the effect of any dividends actually paid as if the dividends were invested in the stock of the Company or the Peer Company, as the case may be,

and proportionately adjusted for stock splits, reorganizations or similar transactions occurring the during the Performance Period.

     (c) The “Peer Companies” are Beazer Homes USA, Inc.; Centex Corporation; D.R. Horton, Inc.; Hovnanian Enterprises, Inc.; Lennar Corporation; M.D.C. Holdings, Inc.; NVR, Inc.; Pulte Homes, Inc.; The Ryland Group, Inc.; Standard Pacific Corp.; and Toll Brothers, Inc. The Peer Companies may be changed as follows:

     (i) In the event that, at anytime during the Performance Period, a Peer Company is no longer included in the same Standard & Poor’s Global Industry Classification Standard (“GICS”) Sub-Industry as the Company, such company shall no longer be a Peer Company.

     (ii) In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain a Peer Company, without adjustment to its financial or market structure, provided that the surviving entity is still in the same GICS Sub-Industry as the Company.

     (iii) In the event of a merger of a Peer Company with or by an entity that is not a Peer Company, or the acquisition or business combination transaction by a member of the Peer Group of or with an entity that is not a Peer Company, in each case, where the Peer Company is the surviving entity, the surviving entity shall remain a Peer Company, without adjustment to its financial or market structure, provided that the surviving entity is still in the same GICS Sub-Industry as the Company.

     (iv) In the event of a merger or acquisition or business combination transaction of a Peer Company with or by an entity that is not a Peer Company, other form of “going private” transaction relating to any Peer Company or the liquidation of any Peer Company, where such Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Company.

     (v) In the event of a bankruptcy of a Peer Company, such company shall remain a Peer Company, without adjustment to its financial or market condition.

     (d) As soon as practicable after the end of the Performance Period, but in no event later than seventy-five (75) days after the end of the Performance Period, the Committee shall certify in writing the Company’s TSR performance and the number of Performance Shares that Participant will retain and/or be granted. If the Committee determines that Participant will receive more than 100% of the Performance Shares granted as of the date hereof, then the Committee shall grant such additional fully vested shares of Common Stock to

Participant under the Plan and in accordance with Section 2(e) of the Employment Agreement.

     (e) Notwithstanding the foregoing, in the event of an Involuntary Termination or Change in Control (as each such term is defined in the Employment Agreement), the vesting and number of Performance Shares to which Participant shall be entitled, and the lapsing of any transferability restrictions thereon, shall as determined under the Employment Agreement.

     3.  Forfeiture of Performance Shares . Participant will immediately forfeit all right, title and interest in and to all Performance Shares that are subject to transferability restrictions on the date Participant’s employment with the Company is terminated, except as provided in Section 2(e) hereof. In such event, Participant will promptly execute any assignments or endorsements as the Company may require to transfer beneficial ownership of such Performance Shares to the Company or to a designee of the Company (as determined by the Company in its sole discretion).

     4.  Delivery of Performance Shares . The Company will deliver to Participant as soon as reasonably practicable stock certificate(s) representing those Performance Shares as to which transferability restrictions have lapsed in accordance with Section 2 above. No stock certificate will be delivered to Participant unless and until Participant has paid to the Company the amount of any taxes the Company is required to withhold in connection with such lapse of such restrictions. At Participant’s discretion, Participant may direct the Company to withhold Performance Shares otherwise deliverable to Participant to satisfy any withholding tax liability that may arise upon the lapse of transferability restrictions as provided under this Agreement.

     5.  Dividends . Cash dividends or other 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 on or in respect of any Performance 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 Performance Shares, but will be held in escrow and will be subject to the transferability restrictions and forfeiture conditions imposed under this Agreement on Performance Shares.

     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 Performance Shares as to which transferability restrictions have lapsed in accordance with Section 2 above, including (a) restrictions under an insider trading policy, (b) stock ownership requirements and (c) the required use of a specified brokerage firm for such resales or other transfers.

     7.  Adjustments . In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other event described in Section 13(a) of the Plan, such

adjustment will be made to the number and type of the Performance Shares, and to the terms and conditions hereof, as and to the extent the Committee determines to be appropriate (in its sole discretion).

     8.  California Law . 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 90 days of its transmittal to Participant.

     9.  Conformity to Securities Laws . Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated in each case thereunder by the Securities and Exchange Commission. Notwithstanding anything herein to the contrary, the Plan will be administered, and the Performance Shares will be issued, in such a manner as to conform to the requirements and limitations of such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement will be deemed amended to the extent necessary to conform to such laws, rules and regulations.

     10.  Entire Agreement . This Agreement and the Employment Agreement set 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. PARTICIPANT ACKNOWLEDGES AND AGREES TO BE BOUND TO, AND THAT THE AWARD IS MADE SUBJECT TO, ALL OF THE TERMS AND CONDITIONS OF THE PLAN, INCLUDING ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE PURSUANT TO ITS ADMINISTRATIVE AUTHORITY UNDER THE PLAN, AND THAT IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE PLAN, THE PLAN WILL PREVAIL.

     11.  Non-Transferability . The Award may not be transferred (in whole or in part) except by will or the laws of descent and distribution and except by gift or a domestic relations order to members of Participant’s family or to trusts or other entities whose beneficiaries or beneficial owners are Participant or members of Participant’s family.

     12.  No Obligation . Neither the execution and delivery hereof nor the issuance of the Award will constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ or continue the employment of Participant for any period or in any capacity.

     13.  Notice . Any notice given hereunder to the Company will be addressed to the Company, attention Senior Vice President, Human Resources, and any notice given

hereunder to Participant will be addressed to Participant at his address as shown on the records of the Company.

     14.  Section 409A . Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof). The Committee may, in its discretion, adopt such amendments to the Plan or 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 comply with the requirements of Section 409A of the Code.

     IN WITNESS WHEREOF, the Company and Participant have duly executed and delivered this Agreement as of the date first above written.

Exhibit 10.34

KB HOME
AMENDED AND RESTATED 1999 INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

     This Stock Option Agreement (this “Agreement”) is made on ____________ (the “Grant Date”) between KB Home, a Delaware corporation (the “Company”), and Jeffrey T. Mezger (“Optionee”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given them in the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

A G R E E M E N T

      1.  Grant . Subject to the terms of the Plan and this Agreement and the February 28, 2007 employment agreement by and between the Company and the Optionee (the “Employment Agreement”), the Company hereby grants to Optionee an option (“Option”) to purchase from the Company an aggregate of ____________ shares of common stock, $1.00 par value per share, of the Company (“Common Stock”) at the purchase price of $____________ per share. The Option is intended to be a Non-Qualified Stock Option. The Option may be exercised, and the shares of Common Stock subject to the Option (the “Option Shares”) may be purchased, only as provided under this Agreement. A copy of the prospectus describing the Plan is included herewith, and available upon request, and is made a part hereof.

      2.  Option Vesting and Exercise . The Option may be exercised in accordance with the following vesting schedule if Optionee is rendering Service (as defined in the Employment Agreement) on the respective dates indicated below:

     To exercise any portion of the Option that has vested, the Company must receive both written notice of exercise specifying the number of Option Shares to be purchased and payment for the full purchase price of such Option Shares plus the corresponding amount of any taxes the Company is required to withhold in connection with such exercise. The purchase price for such Option Shares and any corresponding tax withholding amounts may be paid in, or in any combination of, cash, cash equivalents or shares of Common Stock that are not subject to any pledge, other security interest or other applicable restriction under the Plan. Such Option Shares will be issued, in whole shares only, by or on behalf of the Company as soon as practicable upon the Company’s or its agent’s receipt of the full purchase price for such Option Shares and all corresponding tax withholding amounts.

     Except as provided in Section 3 below with respect to Optionee’s Retirement and subject to Section 4 below, Optionee will immediately forfeit all rights, title and interests in and to any portion of the Option that has not vested on the date Optionee’s Service is terminated.

      3. Accelerated Option Vesting . Notwithstanding Section 2 above, the entire Option granted hereunder will vest and become immediately exercisable upon either a (i) a Change in Control or an Involuntary Termination in connection with the Change in Control (including if such Involuntary Termination occurs during the three month period prior to a Change in Control) (as such terms are defined in the Employment Agreement) or (ii) a Change of Ownership of the Company only if the successor entity does not assume the Option or substitute an equivalent right for the Option, or (iii) upon

Optionee’s Retirement. “Retirement” means severance from employment with the Company or its Subsidiaries for any reason other than a leave of absence, at such time as the sum of Optionee’s age and years of service with the Company or its Subsidiaries equals at least 65 or more, provided that Optionee is then at least 55 years of age. In addition, the vesting of this Option will accelerate on Optionee’s termination of Service as if Optionee had rendered an additional (x) 24 months of Service beyond his termination of Service date if there is an Involuntary Termination (as defined in the Employment Agreement) that is not connection with a Change in Control and (y) 12 months of Service beyond his termination of Service date if such termination is due to Optionee’s death or Disability (as defined in the Employment Agreement).

      4.  Option Termination . The Option will cease to be exercisable and will expire and terminate to the extent not exercised upon the earlier of (i) the close of business on ____________ and (ii) the dates set forth below in this Section 4 (with capitalized terms as defined in the Employment Agreement if not defined herein).

     (a) one (1) month if termination was effected by the Company for Cause,

     (b) thirty-six (36) months if termination was due to an Involuntary Termination,

     (c) sixty (60) months if termination was due to death or Disability,

     (d) the remaining balance of the Option term if termination was due to Retirement, or

     (e) twelve (12) months if termination was due to any other reason.

If Optionee is prevented from exercising (or selling shares acquired under) the Option for some period of time post-Service due to insider trading or other restrictions then the time periods specified above shall be extended by the duration of such time that Optionee could not exercise or sell.

      5.  No Stockholder Rights . Optionee, and any Permitted Transferee (as defined in Section 11 hereof), will not be deemed to be a holder of or possess any stockholder rights with respect to any Option Shares prior to the issuance of such Option Shares upon exercise of the Option as provided in this Agreement.

      6.  Additional Restrictions . Subject to the Employment Agreement, 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 Option Shares, including (a) restrictions under an insider trading policy, (b) stock ownership requirements, (c) restrictions designed to delay and/or coordinate the timing and manner of sales of Options Shares following a public offering of the Company’s Common Stock and (d) the required use of a specified brokerage firm for such resales or other transfers.

      7.  Adjustments . In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other event described in Section 13(a) of the Plan, such adjustment will be made to the number, type and purchase price of the Option Shares, and to the terms and conditions hereof, as and to the extent the Committee determines to be appropriate (in its sole discretion).

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

      9.  Conformity to Securities Laws . Optionee acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated in each case thereunder by the Securities and Exchange

Commission. Notwithstanding anything herein to the contrary, the Plan will be administered, and the Option Shares will be issued, in such a manner as to conform to the requirements and limitations of such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement will be deemed amended to the extent necessary to conform to such laws, rules and regulations. Without limiting the generality of the foregoing, during the time that he is a Company employee Optionee agrees that prior to any sale of Option Shares, Optionee will notify the Company in order to enable it to take any steps required by the Securities Act in connection with such sale and further agrees that he or she will not complete any such sale until he or she has been advised by the Company that such steps have been taken.

      10.  Entire Agreement . This Agreement and the Employment Agreement set 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. OPTIONEE ACKNOWLEDGES AND AGREES TO BE BOUND TO, AND THAT THE OPTION IS GRANTED SUBJECT TO, ALL OF THE TERMS AND CONDITIONS OF THE PLAN, INCLUDING ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE PURSUANT TO ITS ADMINISTRATIVE AUTHORITY UNDER THE PLAN, AND THAT IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE PLAN, THE PLAN WILL PREVAIL (subject to the Employment Agreement).

      11.  Non-Transferability . The Option may not be transferred (in whole or in part) except by will or the laws of descent and distribution and except by gift or a domestic relations order to members of Optionee’s family or to trusts or other entities whose beneficiaries or beneficial owners are Optionee or members of Optionee’s family (each, a “Permitted Transferee”). During Optionee’s lifetime, unless the Option is transferred to a Permitted Transferee in accordance with this Section 11, only Optionee may exercise the Option as provided in this Agreement. Subject to such conditions and procedures as the Company may require, a Permitted Transferee may exercise the Option during Optionee’s lifetime.

      12.  No Obligation . Neither the execution and delivery hereof nor the granting of the Option will constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ or continue the employment of Optionee for any period or in any capacity.

      13.  Notice . Any notice given hereunder to the Company will be addressed to the Company, attention Senior Vice President, Human Resources, and any notice given hereunder to Optionee will be addressed to Optionee at his or her address as shown on the records of the Company.

      14.  Section 409A . Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement will be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof). Subject to the terms of the Employment Agreement, the Committee may, in its discretion, adopt such amendments to the Plan or 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 comply with the requirements of Section 409A of the Code.

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

Exhibit 10.35

KB HOME
AMENDED AND RESTATED 1999 INCENTIVE PLAN
STOCK APPRECIATION RIGHT BONUS AGREEMENT

     This Stock Appreciation Right Bonus Agreement (this “Agreement”) is made on July 12, 2007 (the “Grant Date”) between KB Home, a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given them in the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

     WHEREAS, the Company desires to grant the Participant a Stock Appreciation Right Bonus (the “Bonus”);

     WHEREAS, the Bonus is a cash-based Award that is intended to constitute Qualified Performance-Based Compensation;

     WHEREAS, the Bonus is intended to constitute a Performance-Based Bonus granted pursuant to Section 6 of the Plan, and, if the Participant is a Covered Employee, a Performance-Based Award granted pursuant to Section 11 of the Plan; and

     WHEREAS, the Bonus is intended to constitute a “stock appreciation right” not providing for the deferral of compensation under, and therefore exempt from, Section 409A of the Code.

     NOW, THEREFORE, in consideration of the foregoing, the Company and the Participant 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 Participant a Bonus calculated by reference to an aggregate of [# RIGHTS] stock appreciation rights (the “Rights”). Subject to the limitations set forth in Section 5, each Right entitles the Participant to receive the positive difference, if any, between the grant price of $36.19 (the “Grant Price”) and the Fair Market Value of a share of common stock, $1.00 par value per share, of the Company (“Common Stock”) on the date of exercise (the “Spread”); provided however, that in no event shall the Participant receive more than 400% of the Grant Price. The Bonus is intended to constitute Qualified Performance-Based Compensation, a Performance-Based Bonus, a “stock appreciation right” under Section 409A of the Code, and, if the Participant is a Covered Employee, a Performance-Based Award. The Rights may be exercised, and the Bonus may be paid, only as provided under this Agreement.

      2.  Rights Vesting and Forfeiture .

(a)

Normal Rights Vesting . Subject to the limitations set forth in Section 5, the Rights may be exercised in accordance with the following vesting schedule if the Participant is employed by the Company or its Subsidiaries on the respective dates indicated below and if, and only if, the Performance Goal has been satisfied, as set forth below, as of the date of exercise:

			The Performance Goal with respect to the Rights shall be that the Committee has determined that the Company has achieved positive cash flow from the Company’s operations for the second half of the fiscal year ending on November 30, 2007, as reflected on the Company’s consolidated statement of cash flows for such period and excluding the effects of the Company’s disposition of its operations in France. If the Committee determines that the Performance Goal as set forth in the preceding sentence has not been achieved, the Rights shall not vest or become exercisable, no Bonus shall be paid under this Agreement, and the Participant will forfeit all rights, title and interests in and to any portion of the Rights and the Bonus.
	(b)		Forfeiture . Except as provided in Section 3 below with respect to the Participant’s Retirement and subject to Section 2(a) above and Section 4 below, the Participant will immediately forfeit all rights, title and interests in and to any portion of the Rights that have not vested and any portion of the Bonus that has not been paid on the date the Participant’s employment with the Company or its Subsidiaries is terminated.

      3.  Accelerated Rights Vesting . Notwithstanding Section 2 above, subject to the limitations set forth in Section 5, 100% of the Rights granted hereunder will vest and become immediately exercisable, and the Bonus will be paid, upon a Change of Ownership of the Company as provided under the applicable terms of the Plan, or upon the Participant’s Retirement. “Retirement” means severance from employment with the Company or its Subsidiaries for any reason other than a leave of absence, termination for cause, death or disability, at such time as the sum of the Participant’s age and years of service with the Company or its Subsidiaries equals at least 65 or more, provided that the Participant is then at least 55 years of age. The Company will have the sole right to determine whether the Participant’s severance from employment constitutes a Retirement.

      4.  Rights Termination . Vested Rights will cease to be exercisable and will expire and terminate to the extent not exercised upon the date (the “Expiration Date”) that is the earlier of (i) the close of business on the tenth anniversary of the Grant Date and (ii) the dates set forth below in this Section 4.

	(a)		Employment Termination Other Than For Cause or Retirement . If the Participant’s employment with the Company or its Subsidiaries is terminated for any reason other than for cause or Retirement (in each case, as determined by the Company), the date that is 90 calendar days after the date of such termination.
	(b)		Employment Termination for Cause . If the Participant’s employment with the Company or its Subsidiaries is terminated for cause (as determined by the Company), the date that is 5 calendar days after the date of such termination.
	(c)		Death . In the event of the Participant’s death (i) while the Participant is employed by the Company or its Subsidiaries, (ii) within 90 days of the date the Participant’s employment with the Company or its Subsidiaries is terminated for any reason other than for cause or Retirement (in each case, as determined by the Company) or (iii) in the event of the Participant’s retirement (as determined by the Company) prior to the date set forth in clause (i) of the first sentence of this Section 4, the first anniversary of the date of death.

      5.  Rights Exercise and Payment . To exercise any number of the Rights that have vested, and to be entitled to payment of any portion of the Bonus, the Company must receive written notice of exercise specifying the number of Rights to be exercised. The Rights will be deemed exercised upon receipt of the exercise notice attached as Exhibit A (the “Exercise Notice”). Upon exercise of any number of the Rights that have vested, the Spread will be determined by the Fair Market Value per share of the Common Stock on the date the Exercise Notice is received by the Company and will be paid in cash as soon as reasonably practicable following such receipt; provided however, that in the event that the aggregate amount of cash payable to the Participant in respect of any and all Award(s) under the Plan (including, but not limited to, any phantom stock bonuses) in any fiscal year of the Company would exceed (i) $5,000,000 if the Participant is the Chief Executive Officer at the time of such payment or (ii) $3,000,000 if the Participant is not described in clause (i) of this Section 5, the Rights shall not be exercisable with respect to such excess amount until such time that such portion of the Rights could be exercised without exceeding the applicable limit, subject to the provisions of Section 4. The Company has the authority to deduct or withhold an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from the exercise of any vested Rights or payment of any portion of the Bonus.

      6.  No Stockholder Rights . The Participant, and any Permitted Transferee (as defined in Section 10 hereof), will not be deemed to be a holder of or possess any stockholder rights with respect to any shares of Common Stock based on the Rights granted hereunder.

      7.  Adjustments . In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other event described in Section 13(a) of the Plan, such adjustment will be made to the number of Rights, the Grant Price and the Spread, and to the terms and conditions hereof, in accordance with the terms of the Plan.

      8.  California Law . This Agreement will be construed, administered and enforced in accordance with the laws of the State of California. This Agreement, the Bonus and the Rights will be subject to rescission by the Company if an executed original of this Agreement by the Participant is not received by the Company within four weeks of the Grant Date.

      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. THE PARTICIPANT ACKNOWLEDGES AND AGREES TO BE BOUND TO, AND THAT THE BONUS AND THE RIGHTS ARE GRANTED SUBJECT TO, ALL OF THE TERMS AND CONDITIONS OF THE PLAN, INCLUDING ANY TERMS, RULES OR DETERMINATIONS MADE BY THE COMMITTEE PURSUANT TO ITS ADMINISTRATIVE AUTHORITY UNDER THE PLAN, AND THAT IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE PLAN, THE PLAN WILL PREVAIL.

      10.  Non-Transferability . The Rights and the entitlement to the Bonus may not be transferred (in whole or in part) until and unless vested, and then only by will or the laws of descent and distribution or by gift or a domestic relations order to members of the Participant’s family or to trusts or other entities whose beneficiaries or beneficial owners are the Participant or members of the Participant’s family (each, a “Permitted Transferee”). During the Participant’s lifetime, unless the Rights and the entitlement to the Bonus are transferred to a Permitted Transferee in accordance with this Section 10, only the Participant may exercise the Rights and receive payment of the Bonus as provided in this Agreement. Subject to such conditions and procedures as the Company may require, a Permitted Transferee may exercise the Rights and receive payment of the Bonus during the Participant’s lifetime.

      11.  No Obligation . Neither the execution and delivery hereof nor the granting of the Bonus or the Rights will constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ or continue the employment of the Participant for any period or in any capacity.

      12.  Notice . Any notice given hereunder to the Company will be addressed to the Company, attention Senior Vice President, Human Resources, or a designee or successor thereof, and any notice given hereunder to the Participant will be addressed to the Participant at his or her address as shown on the records of the Company.

      13.  Section 409A . The Bonus and the Rights thereunder are intended to constitute “stock appreciation rights” that do not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. However, if at any time the Committee determines that the Bonus or the Rights may be subject to Section 409A, the Committee may, in its discretion, adopt such amendments to the Plan or 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 either for the Bonus and the Rights to be exempt from the application of Section 409A of the Code or to comply with the requirements of Section 409A of the Code, including by adding conditions with respect to the vesting of the Rights and/or the payment of the Bonus; provided that no such amendment may change the Performance Goal with respect to any person who is a Covered Employee.

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

EXHIBIT A

EXERCISE NOTICE
STOCK APPRECIATION RIGHTS BONUS

KB Home
Attn: Senior Vice President, Human Resources

     Please be advised that I elect to exercise ____________ vested Rights granted to me by KB Home under and subject to the terms and provisions of the KB Home Amended and Restated 1999 Incentive Plan and the Stock Appreciation Rights Bonus Agreement dated ____________ , 2007.

Received by KB Home this ___ day of _______________, ______.

Exhibit 10.36

KB HOME
AMENDED AND RESTATED 1999 INCENTIVE PLAN
PHANTOM SHARE BONUS AGREEMENT

     This Phantom Share Bonus Agreement (this “Agreement”) is made on July 12, 2007 (the “Grant Date”) between KB Home, a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used in this Agreement and not defined herein have the respective meanings given them in the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

     WHEREAS, the Company desires to grant the Participant a Phantom Shares Bonus (the “Bonus”);

     WHEREAS, the Bonus is a cash-based Award that is intended to constitute Qualified Performance-Based Compensation;

     WHEREAS, the Bonus is intended to constitute a Performance-Based Bonus granted pursuant to Section 6 of the Plan and, if the Participant is a Covered Employee, a Performance-Based Award granted pursuant to Section 11 of the Plan; and.

     WHEREAS, the Bonus is intended to constitute compensation that does not provide for the deferral of compensation under, and is therefore exempt from, Section 409A of the Code.

     NOW, THEREFORE, in consideration of the foregoing, the Company and the Participant 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 Participant a Bonus calculated by reference to an aggregate of [# RIGHTS] phantom share rights (the “Rights”). Subject to the limitations set forth in Section 4, each Right, when fully vested hereunder, will represent the economic equivalent of ownership of one share of common stock, $1.00 par value per share, of the Company (“Common Stock”); provided that the Rights will not entitle the Participant to, and the Participant will not have any rights in, or own any, shares of Common Stock. The Bonus is intended to constitute Qualified Performance-Based Compensation, a Performance-Based Bonus, compensation that is payable within the “short-term deferral” period after the Rights are no longer subject to a “substantial risk of forfeiture” under Section 409A of the Code, and, if the Participant is a Covered Employee, a Performance-Based Award. Except as provided in this Agreement, the Bonus and the Rights cannot be transferred in any manner.

      2.  Rights Vesting .

	(a)		Normal Rights Vesting . Subject to the limitations set forth in Section 4, 100% of the Rights granted under this Agreement will vest on July 12, 2010 if Participant is employed by the Company or its Subsidiaries on such date and if, and only if, the Performance Goal has been satisfied, as set forth below.
			The Performance Goal with respect to the Rights shall be that the Committee has determined that the Company has achieved positive cash flow from the Company’s operations for the second half of the fiscal year ending on November 30, 2007, as reflected on the Company’s consolidated statement of cash flows for such period and excluding the effects of the Company’s disposition of its operations in France. If the

			Committee determines that the Performance Goal as set forth in the preceding sentence has not been achieved, the Rights shall not vest, no Bonus shall be paid under this Agreement, and the Participant will forfeit all rights, title and interests in and to any portion of the Rights and the Bonus.
	(b)		Change of Ownership . Notwithstanding the foregoing and subject to Section 3 and the limitations set forth in Section 4 below, 100% of the Rights granted hereunder will vest and all restrictions will lapse, and the Bonus will be paid, upon a Change of Ownership of the Company as provided under the applicable terms of the Plan.

      3.  Forfeiture . Subject to Section 2(a), the Participant will immediately forfeit all rights, title and interests in and to any and all Rights that have not vested on the date the Participant’s employment with the Company or its Subsidiaries is terminated.

      4.  Payment . As soon as reasonably practicable following the date of vesting of the Rights 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 Participant’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 Participant for each vested Right an amount equal to (A) the Fair Market Value of one share of Common Stock as of the Vesting Date, plus (B) the cumulative value of all cash dividends paid in respect of a share of Common Stock from and including the Grant Date through and including the Vesting Date; provided however, that in the event that the aggregate amount of cash payable to the Participant in respect of any and all Award(s) under the Plan (including, but not limited to, any stock appreciation rights bonuses) in any fiscal year of the Company would exceed (i) $5,000,000 if the Participant is the Chief Executive Officer at the time of such payment or (ii) $3,000,000 if the Participant is not described in clause (i) of this Section 4, the Rights shall not vest with respect to such excess amount until such time that such portion of the Rights could be vested without exceeding the applicable limit. The Company has the authority to deduct or withhold an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising from the vesting of any Rights or payment of any portion of the Bonus.

      5.  No Stockholder Rights . The Participant will not be deemed to be a holder of or possess any stockholder rights with respect to any shares of Common Stock based on the Rights granted hereunder.

      6.  Adjustments . In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other event described in Section 13(a) of the Plan, such adjustment will be made to the number of Rights and the amount of the Bonus, and to the terms and conditions hereof, in accordance with the terms of the Plan.

      7.  California Law . This Agreement will be construed, administered and enforced in accordance with the laws of the State of California. This Agreement, the Bonus and the Rights will be subject to rescission by the Company if an executed original of this Agreement by the Participant is not received by the Company within four weeks of the Grant Date.

      8.  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. THE PARTICIPANT ACKNOWLEDGES AND AGREES TO BE BOUND TO, AND THAT THE BONUS AND THE RIGHTS ARE GRANTED SUBJECT TO, ALL OF THE TERMS AND CONDITIONS OF THE PLAN, INCLUDING ANY TERMS, RULES OR DETERMINATIONS MADE BY THE

COMMITTEE PURSUANT TO ITS ADMINISTRATIVE AUTHORITY UNDER THE PLAN, AND THAT IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE PLAN, THE PLAN WILL PREVAIL.

      9.  Non-Transferability . Neither this Agreement nor the Rights may not be assigned by Participant by operation of law or otherwise. Any purported assignment by Participant shall be null and void. This Agreement shall, however, be binding upon the successors and assigns of the Company.

      10.  No Obligation . Neither the execution and delivery hereof nor the granting of the Bonus or the Rights will constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ or continue the employment of the Participant for any period or in any capacity.

      11.  Notice . Any notice given hereunder to the Company will be addressed to the Company, attention Senior Vice President, Human Resources, or a designee or successor thereof, and any notice given hereunder to the Participant will be addressed to the Participant at his or her address as shown on the records of the Company.

      12.  Section 409A . The Bonus and the Rights thereunder are intended to constitute compensation that is payable within the “short-term deferral” period after the Rights are no longer subject to a “substantial risk of forfeiture” and that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. However, if at any time the Committee determines that the Bonus or the Rights may be subject to Section 409A, the Committee may, in its discretion, adopt such amendments to the Plan or 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 either for the Bonus and the Rights to be exempt from the application of Section 409A of the Code or to comply with the requirements of Section 409A of the Code, including by adding conditions with respect to the vesting of the Rights and/or the payment of the Bonus; provided that no such amendment may change the Performance Goal with respect to any person who is a Covered Employee.

     IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Agreement as of the date first above written.

Exhibit 10.37

KB HOME
PHANTOM SHARE BONUS AGREEMENT FOR NON-SENIOR MANAGEMENT

     This Phantom Share Bonus Agreement for Non-Senior Management (this “Agreement”) is made on July 12, 2007 (the “Grant Date”) between KB Home, a Delaware corporation (the “Company”), and [NAME] (the “Employee”).

     WHEREAS, the Company desires to grant the Employee a Phantom Shares Bonus (the “Bonus”);

     WHEREAS, the Bonus is a cash-based award designed to promote the interests of the Company and its stockholders by retaining exceptional employees;

     WHEREAS, the Bonus is intended to constitute compensation that is payable within the “short-term deferral” period after the Rights (as defined below) are 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”); and

     WHEREAS, the Bonus and Rights granted hereunder are not being issued pursuant to any stock plan, including the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

     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 a Bonus calculated by reference to an aggregate of [# RIGHTS] phantom share rights (the “Rights”). Each Right, when fully vested hereunder, will represent the economic equivalent of ownership of one share of common stock, $1.00 par value per share, of the Company (“Common Stock”); provided that the Rights will not entitle the Employee to, and the Employee will not have any rights in, or own any, shares of Common Stock. The Bonus is intended to constitute compensation that is payable within the “short-term deferral” period after the Rights are no longer subject to a “substantial risk of forfeiture” under Section 409A of the Code.

      2.  Rights Vesting .

	(a)		Normal Rights Vesting . 100% of the Rights granted under this Agreement will vest on July 12, 2010 if 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”) on such date.
	(b)		Change of Ownership . Notwithstanding the foregoing and subject to Section 3, the Rights will vest as to 100% of the Rights granted under this Agreement upon a Change of Ownership of the Company. For purposes of this Agreement, “Change of Ownership” shall have the meaning given that term in the Plan.

      3.  Forfeiture . Subject to Section 2(a), the Employee will immediately forfeit all rights, title and interests in and to any and all Rights that have not vested 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 Rights 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 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 to the Employee for each vested Right an amount in cash equal to the Fair Market Value of one share of Common Stock as of the Vesting Date. For purposes of this Agreement, “Fair Market Value” shall have the meaning given that term in the Plan. 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 of any Rights or payment of any portion of the Bonus.

      5.  No Stockholder Rights . The Employee will not be deemed to be a holder of or possess any stockholder rights with respect to any shares of Common Stock in connection with the Rights granted hereunder.

      6.  Dividends . Cash dividends or other distributions paid in respect of shares of Common Stock will be equally and contemporaneously credited to the Employee’s account in the Company’s books and records in respect of the Rights, and will be paid to the Employee in accordance with the same terms and conditions of Section 4 above that apply to the payment of the Bonus.

      7.  Adjustments . In the event of any of the transactions described in Section 13(a) of the Plan, the Management Development and Compensation Committee (the “MDCC”) of the Company shall be permitted to adjust or revise the Awards in the same manner as it then adjusts any similar awards under the Plan.

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

      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.

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

      11.  No Obligation . Neither the execution and delivery hereof nor the granting of the Bonus or the Rights will constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ or continue the employment of the Employee for any period or in any capacity.

      12.  Notice . Any notice given hereunder to the Company will be addressed to the Company, attention Senior Vice President, Human Resources, or a designee thereof, and any notice given hereunder to the Employee will be addressed to the Employee at his or her address as shown on the records of the Company.

      13.  Amendment and Cancellation . Subject to Sections 7 and 15 hereof, at any time and from time to time, the MDCC may terminate, amend or modify this Agreement. Except with respect to

amendments made pursuant to Section 7 or 15 hereof, no termination, amendment, or modification of this Agreement will adversely affect in any material way the Bonus or the Rights granted hereunder without the prior written consent of the Employee.

      14.  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 would disqualify the Bonus or the Rights under any law deemed applicable by the MDCC, such provision will be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the MDCC, 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 Bonus 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 the issuance or transfer of such consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act.
	(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 (any “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.

      15.  Section 409A . The Bonus and the Rights thereunder are intended to constitute compensation that is payable within the “short-term deferral” period after the Rights are no longer subject to a “substantial risk of forfeiture” and that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. However, if at any time the MDCC determines that the Bonus or the Rights may be subject to Section 409A, the MDCC 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 MDCC determines are necessary or appropriate either for the Bonus and the Rights to be exempt from the application of Section 409A of the Code or to comply with the requirements of Section 409A of the Code, including by adding conditions with respect to the vesting of the Rights and/or the payment of the Bonus.

     IN WITNESS WHEREOF, the Company and the Employee have duly executed and delivered this Agreement as of the date first above written.

Exhibit 10.38

KB HOME
FY 2006 INCENTIVE COMPENSATION
OVER CAP PHANTOM SHARE AGREEMENT

     This OVER CAP PHANTOM SHARE AGREEMENT (this “ Agreement ”), dated July 12, 2007, by and between KB HOME, a Delaware corporation (the “ Company ”), and __________________ (“Employee”).

RECITALS

     WHEREAS, the Employee earned the incentive compensation described in the incentive compensation letter delivered to Employee at the beginning of the 2006 fiscal year due to the satisfaction of the applicable performance goals;

     WHEREAS, the amount of Employee’s incentive compensation for the 2006 fiscal year exceeded the applicable annual cap on the amount of cash that Employee could be paid currently, as specified in the incentive compensation letter;

     WHEREAS, the amount of the excess, $____________ (the “ Over Cash Cap Amount ”), shall be subject to the terms and conditions set forth herein; and

     WHEREAS, the Award granted hereunder is not being issued pursuant to any stock plan, including the KB Home Amended and Restated 1999 Incentive Plan (the “Plan”).

     NOW THEREFORE, the Company and Employee agree as follows:

AGREEMENT

     1.  Award . Subject to the terms and conditions of this Agreement, the Company agrees to deliver to Employee an amount in cash equal to the sum of:

     (a) the product of (i) the Over Cash Cap Amount divided by $36.19, the closing price per share on the date hereof of the common stock, $1.00 par value per share, of the Company (“Common Stock”), rounded up to the nearest whole number, and (ii) the closing price per share of the Common Stock on the Vesting Date; and

     (b) the product of (i) the Over Cash Cap Amount divided by $36.19, rounded up to the nearest whole number, and (ii) the cumulative value of all cash dividends paid in respect of one share of Common Stock from and including the date hereof through and including the Vesting Date (collectively, the “ Award ”).

Employee agrees that the Company has not set aside or pledged any assets to pay the Award, and that the Company’s obligation to pay the Award hereunder shall be merely that of an unfunded and unsecured promise to pay money in the future.

     2.  Restrictions . Subject to the exception in Section 3, Employee’s right to delivery of the Award shall not vest until July 12, 2010 (the “Vesting Date”), and then only if the Employee continues to be employed full-time by the Company or one of its subsidiaries on such date. Employee understands and agrees that Employee will forfeit Employee’s right to the Award if Employee’s full time employment is terminated for any reason prior to the Vesting Date.

     3.  Change in Control . Notwithstanding anything in Section 2 to the contrary, if the Award has not yet vested, it shall accelerate and vest upon a “change in control event,” as defined in the regulations promulgated under Section 409A of the Internal Revenue Code.

     4.  Payment . The Award will be paid to Employee by the Company no later than the third business day following the vesting of the Award.

     5.  Assignment . This Agreement may not be assigned by Employee by operation of law or otherwise. Any purported assignment by Employee shall be null and void. This Agreement shall, however, be binding upon the successors and assigns of the Company.

     6.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California.

     7.  Adjustments . In the event of any of the transactions described in Section 13(a) of the Plan, the Management Development and Compensation Committee (the “MDCC”) of the Company shall be permitted to adjust or revise the Awards in the same manner as the MDCC adjusts or revises the phantom share rights issued on the date hereof under the Amended and Restated 1999 Incentive Plan Phantom Share Agreement.

     8.  No Other Rights . This Agreement does not constitute an employment agreement between the parties, and nothing in this Agreement will (a) grant Employee any right to be retained in the employ of the Company or any of its subsidiaries, nor (b) restrict the right of the Company or any of its subsidiaries to remove, terminate or discharge Employee at any time for any reason whatsoever.

     9.  Miscellaneous . This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements of the parties relating to such subject matter. No modification or amendment of this Agreement will be effective unless signed in writing by each of the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be enforced to the maximum extent permissible to effect the parties’ intent, and the remaining provisions will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not operate as a waiver of any subsequent enforcement of that or any other provision.

     10.  Counterparts . This Agreement may be executed, by manual or facsimile signature, in multiple counterparts, which taken together shall constitute one instrument, and each of which shall be constituted an original for all purposes.

     IN WITNESS WHEREOF, the Company and Employee have duly executed and delivered this Agreement on the dates written below.