8-K

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): October 1, 2009

KB HOME

(Exact name of registrant as specified in its 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) Fiscal Year 2010 Long-Term Incentive Awards.

On October 1, 2009, the Management Development and Compensation Committee of KB Home’s Board of Directors (the “Committee”) granted long-term incentive awards for fiscal year 2010 to the principal executive officer, principal financial officer and the other named executive officers of KB Home identified below, and to certain other senior executives of KB Home. The grants consisted of shares of restricted KB Home common stock and options to purchase KB Home common stock. The descriptions set forth below of the stock options and restricted stock granted on October 1, 2009 are qualified by reference to the forms of award agreements, which are attached as exhibits to this Current Report on Form 8-K.

Stock Options. Each stock option granted on October 1, 2009, 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 $15.44. Each stock option has a ten-year term from October 1, 2009 and vests in equal annual installments over a three-year period.

Restricted Stock. Each share of restricted stock granted on October 1, 2009 entitles a recipient to one vote on all matters put before KB Home’s stockholders, and to receive all cash dividends that are paid in respect of one share of KB Home common stock from and including the grant date through and including the vesting date. A recipient will forfeit these shares if his or her employment with KB Home is terminated before the vesting date. Each award of restricted stock granted on October 1, 2009 vests on October 1, 2012.

The principal executive officer, principal financial officer and the other named executive officers who were granted fiscal year 2010 long-term incentive awards received stock options and restricted stock in the following amounts:

Officer	Stock Options	Restricted Stock
Jeffrey T. Mezger	489,258	0
Raymond P. Silcock	125,810	19,431
Wendy C. Shiba	70,768	10,930
William R. Hollinger	68,147	10,525
Kelly K. Masuda	36,695	5,668

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.52	Form of Stock Option Agreement.
10.53	Form of Restricted Stock Agreement.

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: October 2, 2009

KB Home
By:	/s/ Wendy C. Shiba
	Wendy C. Shiba
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	10.52	Form of Stock Option Agreement.
	10.53	Form of Restricted Stock Agreement.

EX-10.52

EXHIBIT 10.52

KB HOME
2001 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT

This agreement dated the 1st day of October, 2009

WITNESSETH:

1. Pursuant to the provisions of the KB HOME 2001 Stock Incentive Plan (the “Plan”), KB HOME (the “Company”) on the date set forth above has granted to [RECIPIENT] (the “Optionee”), an option (the “Option”) to purchase from the Company an aggregate of [SHARE #] shares of Common Stock, $1.00 par value, of the Company (“Common Stock”), at the purchase price of $XX.XX per share, the Option to be exercisable as hereinafter provided. A copy of the prospectus describing the Plan is attached hereto and made a part hereof.

2. Subject to the terms and conditions of the Plan and action taken pursuant to the Plan, both of which may modify the terms hereof, the shares may be purchased in accordance with the following schedule if the Optionee is employed by the Company or its subsidiaries on the date indicated:

On or After		Shares Subject to Purchase
October 1, 2010		33 1/3% of Grant
October 3, 2011	an additional	33 1/3% of Grant
October 1, 2012	an additional	33 1/3% of Grant

Notwithstanding the foregoing, subject to the limitations set forth below, 100% of the Options granted hereunder will vest and become immediately exercisable upon a Change of Ownership of the Company, as provided under the applicable terms of the Plan, or upon the Optionee’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 Optionee’s age and years of service with the Company or its Subsidiaries equals at least 65 or more, provided that the Optionee is then at least 55 years of age. Whether Optionee’s severance from employment with the Company results from disability or termination for cause shall be determined solely by the Company in its discretion.

3. Without limiting the generality of paragraph 1 hereof, it is understood and agreed that the Option is subject to the following conditions:

(a) the Option 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 October 1, 2019; (2) 90 calendar days after the termination of the Optionee’s employment with the Company or its subsidiaries for any reason other than for cause (as determined by the Company) or Retirement; (3) the date specified in subparagraph (a)(1) of this paragraph 3 in the event of Optionee’s Retirement, or (4) five (5) calendar days after the date of Optionee’s termination of employment if Optionee’s employment is terminated for cause (as determined by the Company).

(b) the Option shall not be transferred except to a “family member” (as such term is defined in the applicable rules of the Securities and Exchange Commission relating to the Registration Statement under which the shares underlying the Options are registered) in accordance with such procedures as may be established by the Company from time to time, or by will or the laws of descent and distribution and, during the lifetime of the Optionee, shall be exercised only by the Optionee, unless the Option has transferred to a “family member” as contemplated herein. No transfer to a “family member” as contemplated herein shall be effective unless Optionee and Optionee’s designated transferee(s) complies with all procedures established by the Company from time to time for effecting such transfer, including signing an agreement to that effect; and

(c) neither the Optionee nor any legal representative, legatee, or distributee of the Optionee shall be deemed to be a holder of or possess any stockholder rights with respect to any shares subject to the Option prior to the issuance of such shares upon exercise of the Option.

Notwithstanding subparagraph (a) of this paragraph, in the event of the death of the Optionee (i) while the Optionee is employed by the Company or its Subsidiaries, (ii) on or before 90 days after the Optionee’s employment with the Company or its Subsidiaries ceases for any reason other than cause (as determined by the Company) or Optionee’s Retirement, or (iii) in the event of Optionee’s Retirement prior to the date set forth in subparagraph (a)(1) of this paragraph, then in each such event the Option herein will terminate on the earlier of (i) one year from the date of death or (ii) the date specified in subparagraph (a)(1) of this paragraph 3.

4. Any exercise of the Option shall be made by giving the Company written notice of exercise specifying the number of shares to be purchased. The notice of exercise shall be accompanied by tender to the Company of cash, or its equivalent, or of shares of the Company stock owned by the Optionee (which are not the subject of any pledge or other security interest), or of a combination of the foregoing, provided that the combined value of all such cash and cash equivalents and the fair market value of any such stock so tendered to the Company, valued as of the date of such tender, is equal to the full purchase price of said shares plus the related amount of any taxes required to be withheld by the Company in connection with such exercise, to the extent such withholding taxes are then ascertainable. If the amount of such taxes is not ascertainable at the time of the notice of exercise, such amount shall be tendered by the Optionee to the Company as soon as the same shall become ascertainable and shall be communicated to the Optionee by the Company.

5. Neither the execution and delivery hereof nor the granting of the Option shall 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 Optionee for any period.

6. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Common Stock of the Company, such adjustment shall be made in the number and option price of the shares subject to the Option as may be determined to be appropriate by the Committee.

7. The Optionee agrees that prior to any sale of the shares purchased pursuant to the Option, the Optionee will notify the Company in order to enable it to take any steps required by the Securities Act of 1933 in connection with such sale and further agrees that he will not complete any such sale until he has been advised by the Company that such steps have been taken.

8. This Option grant is made subject to all of the terms and conditions of the Plan, a copy of which is available to the Optionee upon request, including any terms, rules, or determinations made by the Committee (as defined in the Plan), pursuant to its administrative authority under the Plan and such further terms as are set forth in the Plan that are applicable to awards thereunder, including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws. Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

9. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Optionee or other subsequent transfers by the Optionee of any shares of common stock issued as a result of the exercise of this Option, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Optionee and other optionholders following a public offering of the Company’s common stock and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

10. Any notice given hereunder to the Company shall be addressed to the Company, attention Senior Vice President, Human Resources, and any notice given hereunder to the Optionee shall be addressed to him at his address as shown on the records of the Company.

11. The Optionee agrees to be bound by the terms and conditions hereof and of the Plan; and, in the event of any conflict in terms between this Agreement and the terms of the Plan, the terms of the Plan shall prevail.

12. This Agreement shall be construed, administered and enforced in accordance with the laws of the State of California. This Agreement and the grant of Options evidenced hereby shall 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 the Optionee.

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

KB HOME
By:	Jeffrey T. Mezger
	President and Chief Executive Officer
OPTIONEE:
By:
	[RECIPIENT]
Date:

EX-10.53

EXHIBIT 10.53

KB HOME
2001 STOCK INCENTIVE PLAN
STOCK RESTRICTION AGREEMENT

THIS STOCK RESTRICTION AGREEMENT (this “Agreement”) is made as of October 1, 2009 (herein the “Effective Date”) by and between KB HOME, a Delaware corporation (the “Company”) and [RECIPIENT] (the “Participant”).

R E C I T A L S

By action of the Management Development and Compensation Committee (the “Committee”) taken on October 1, 2009 (the “Committee Action”), the Company desires to award the Participant shares of restricted common stock of the Company, par value $1.00 per share (“Stock”) under the 2001 Stock Incentive Plan (the “Plan”).

A G R E E M E N T

In consideration of the provisions contained in this Agreement and with reference to the foregoing Recitals, the Company and the Participant agree as follows:

1. Award. As of the Effective Date, the Company shall issue to the Participant [# SHARES] shares of Stock (the “Award”), subject to the terms and conditions set forth in this Agreement, the Plan, and the Committee Action. The certificate(s) representing shares of Stock granted pursuant to the Award shall not be delivered to the Participant until the lapse of the restrictions on transferability in accordance with Paragraphs 2, 4 and 5 of this Agreement. Prior to such lapse, the certificate(s) shall be held by the Company in escrow pursuant to Section 7(d) of the Plan along with a stock power duly endorsed in blank by the Participant.

2. Lapse of Restrictions. The restrictions imposed by this Agreement and the Plan with respect to the shares covered by this Award shall lapse on the business day next following the third anniversary of the Effective Date. Subject to the exceptions set forth in section 4 below, the restrictions imposed by this Agreement shall lapse only if Participant continues to be employed by the Company on the third anniversary of the Effective Date.

3. Parties’ Obligations. Following the lapse of restrictions, the Company shall deliver to the Participant as soon as practicable certificate(s) representing those shares as to which restrictions have lapsed in accordance with Paragraphs 2, 4 or 5, as the case may be.

4. Termination of Employment. Except as set forth in Paragraph 5 below, the Employee will immediately forfeit all rights, title and interests in and to any and all shares that have not vested on the date the Employee’s employment with the Company or its Subsidiaries is terminated. The Participant shall forthwith execute such further assignments or endorsements as the Company may require to effect the transfer of beneficial ownership to those shares granted pursuant to the Award back to the KB HOME Grantor Stock Trust (the “Trust”), if the shares were issued to Participant out of the Trust and the Trust continues to exist at such time, or otherwise back to the Company.

5. Lapse of Restrictions Upon Change of Ownership. Notwithstanding any provision of Paragraph 2, but subject to Paragraph 4, all of the restrictions set forth herein and in Section 7 of the Plan on the shares of Stock granted under this Award shall lapse upon a Change of Ownership, as defined under the Plan.

6. Dividends. Cash dividends or other distributions paid on or in respect of any shares of Stock subject to the Award shall be paid directly to Participant at the same time any such dividends or distributions are paid to holders of shares of Stock that are not restricted and are freely tradeable (“Other Holders”). Any stock or other non-cash distributions issued on or in respect of any shares of Stock subject to the Award shall be issued at the same time any such distributions are issued to Other Holders, but shall be held in escrow and shall be subject to the same restrictions as the shares of Stock subject to the Award.

7. Tax Withholding Election. At Participant’s discretion, he may direct the Company to withhold shares of Stock otherwise deliverable upon the lapse of restrictions on the Award to satisfy any withholding tax liability that may arise upon such lapse of restrictions, provided that such Stock withholding complies with Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

8. Adjustments. The number of shares granted pursuant to the Award shall be adjusted by the Board, whose determination shall be conclusive, to reflect any stock split, stock dividend, reorganization, recapitalization, merger, consolidation, combination or exchange of shares or similar event.

The Committee shall make any adjustments or modifications, and its determination thereof shall be conclusive, in the lapse of restrictions set forth in Section 2 or Section 5 to give effect to the intent of the Plan and the Committee Action in connection with any event affecting the Award, including without limitation, any reorganization, recapitalization, merger, consolidation, offering of additional shares of common stock or other change in the Company’s shareholders’ equity by means other than earnings, or any similar event. No such adjustment shall be made if it would reduce the benefits otherwise accruing to the Participant under this Award.

9. No Assignment. This Agreement may not be assigned by the Participant by operation of law or otherwise. Notwithstanding, this Agreement shall be binding upon and shall inure to the benefit of the personal representatives, heirs, legatees, successors and assigns of the Company and the Participant.

10. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California.

11. Conflict in Terms. In the event there shall be a conflict in terms between this Agreement, the Plan, and/or the Committee Action, the terms of the Plan shall prevail.

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

KB HOME
By:	Jeffrey T. Mezger
	President and Chief Executive Officer
PARTICIPANT:
By:
	[RECIPIENT]
Date: