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): August 16, 2005

STANDARD PACIFIC CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10959	33-0475989
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15326 Alton Parkway Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 789-1600

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On May 10, 2005, the Stockholders of the Standard Pacific Corp. (the “Company”) approved the Standard Pacific Corp. 2005 Stock Incentive Plan (the “2005 Plan”). A copy of the 2005 Plan was attached as Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2005.

The 2005 Plan provides that from time to time the administrator of the plan may grant awards under the plan. Attached hereto as Exhibits 10.1 to 10.6 and incorporated by reference herein are the forms of award agreements intended to be used by the Company in connection with grants under the 2005 Plan and future stock incentive plans.

Item 7.01 Regulation FD Disclosure.

On July 27, 2005, the Board of Directors of the Company approved the delisting of the Company’s common stock, par value $.01, per share (the “Common Stock”) from the Pacific Exchange (the “Pacific Exchange”), and proceedings have been initiated to delist the Common Stock from the Pacific Exchange. The Company’s Common Stock will continue to be listed on the New York Stock Exchange.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Standard Terms and Conditions for Non-Qualified Stock Options to be used in connection with the Company’s Stock Incentive Plans
10.2	Standard Terms and Conditions for Incentive Stock Options to be used in connection with the Company’s Stock Incentive Plans
10.3	Standard Terms and Conditions for Non-Employee Director Non-Qualified Stock Options to be used in connection with the Company’s Stock Incentive Plans.
10.4	Form of Performance Share Award Agreement to be used in connection with the Company’s Stock Incentive Plans
10.5	Form of Restricted Share Award Agreement to be used in connection with the Company’s Stock Incentive Plans
10.6	Form of Restricted Share Award Agreement for Non-Employee Directors to be used in connection with the Company’s Stock Incentive Plans

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SIGNATURES

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

Date: August 16, 2005

STANDARD PACIFIC CORP.
By:	/s/    ANDREW H. PARNES
Name:	Andrew H. Parnes
Its:	Executive Vice President-Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Standard Terms and Conditions for Non-Qualified Stock Options to be used in connection with the Company’s Stock Incentive Plans
10.2	Standard Terms and Conditions for Incentive Stock Options to be used in connection with the Company’s Stock Incentive Plans
10.3	Standard Terms and Conditions for Non-Employee Director Non-Qualified Stock Options to be used in connection with the Company’s Stock Incentive Plans.
10.4	Form of Performance Share Award Agreement to be used in connection with the Company’s Stock Incentive Plans
10.5	Form of Restricted Share Award Agreement to be used in connection with the Company’s Stock Incentive Plans
10.6	Form of Restricted Share Award Agreement for Non-Employee Directors to be used in connection with the Company’s Stock Incentive Plans

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EX-10.1

Exhibit 10.1

STANDARD PACIFIC CORP.

STANDARD TERMS AND CONDITIONS FOR

NON-QUALIFIED STOCK OPTIONS

                            PLAN

SECTION 1 - TERMS OF OPTION

STANDARD PACIFIC CORP., a Delaware corporation (the “Company”), has granted to the individual (the “Optionee”) named in the Term Sheet provided to the Optionee herewith (the “Term Sheet”) a nonqualified stock option (the “Option”) to purchase any part or all of the number of shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth in the Term Sheet, at the exercise price per share (the “Exercise Price”) and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan specified in the Term Sheet (the “Plan”).

SECTION 2 - NONQUALIFIED STOCK OPTION

The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

SECTION 3 - EXERCISE OF OPTION AND TERM OF OPTION

The Exercise Price of the Option is set forth in the Term Sheet. Except as otherwise provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only if the Optionee is an employee of the Company on the date that the Option becomes vested, as set forth in the Term Sheet and these Standard Terms and Conditions. To the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be fully exercisable on and after it becomes vested, as described in the Term Sheet and these Standard Terms and Conditions, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet. Notwithstanding anything to the contrary in these Standard Terms and Conditions, no part of the Option may be exercised after ten (10) years from the grant date set forth in the Term Sheet.

To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of Exercise” in the form attached hereto as Exhibit A to the Company specifying the number of whole shares of Common Stock the Optionee wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s names as community property or as joint tenants with right of survivorship).

The Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid (a) in cash or certified cashiers’ check, (b) by tendering (either physically or by attestation) shares of Common Stock owned by the Optionee having a “fair market value” (defined in the Plan) on the date of exercise equal to the Exercise Price (but only if (i) the Company is not then prohibited by law, regulation, contract or otherwise from purchasing or acquiring such shares of Common Stock, and (ii) such action will not result in an accounting charge to the Company), or (c) by any combination of the foregoing. In addition, the Exercise Price may be paid in such other form(s) of consideration as the Committee in its discretion shall specify, including without limitation by loan or by techniques that may result in an accounting charge to the Company, provided however, that the Company may offer or permit such assistance or techniques on an ad hoc basis to any optionholder without incurring any obligation to offer or permit such assistance or

techniques on other occasions or to other optionholders. Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise.

Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws, or any contractual obligations of the Company.

SECTION 4 - TERMINATION OF EMPLOYMENT

A. Death or Permanent Disability: Upon the date of a termination of the Optionee’s employment as a result of the death or Permanent Disability of the Optionee (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of the termination date shall be exercisable by the Optionee (or in the case of termination due to death, by optionee’s estate, heir or beneficiary) until and shall expire upon the earlier of (A) twelve (12) months following the date of termination of Optionee’s employment and (B) the Expiration Date of the Option (as set forth in the Term Sheet). For purposes of these Standard Terms and Conditions, “Permanent Disability” means the inability to engage in substantial gainful employment by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The Optionee shall not be deemed to have a Permanent Disability unless proof of the existence thereof is furnished to the Committee in such form and manner, and at such times, as the Committee may require. The determination of the Committee as to an individual’s Permanent Disability shall be conclusive on all of the parties.

B. Other Termination: Upon the date of a termination of the Optionee’s employment with the Company for any reason other than the death or Permanent Disability of the Optionee (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of such termination date shall expire upon the earlier of ninety (90) days following such date or the Expiration Date of the Option.

SECTION 5 - CHANGE IN CONTROL

Immediately prior to the effective time and date of any Change in Control (as defined in the Plan), the Option, if and to the extent outstanding at such time and date, shall immediately vest and become exercisable to the extent that it has not already vested, and subject to Section 4 hereof, shall be exercisable until such time thereafter as fixed by the Committee. Notwithstanding the foregoing, nothing in this Section 5 shall be deemed to limit the authority of the Committee to (a) affect an adjustment pursuant to Section 12.2 of the Plan, (b) require the mandatory surrender of the Option pursuant to Section 13.2(iv) of the Plan, or (c) take any other action with respect to the Option permitted in Section 13.2 of the Plan that is consistent with the acceleration of vesting set forth in this Section 5.

SECTION 6 - RESTRICTIONS ON RESALES OF OPTION SHARES

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 the 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 the Optionee and other optionholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers. The Optionee hereby acknowledges that, to the extent he or she is an “affiliate” of the Company (as that term is defined in Rule 144

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promulgated under the Securities Act of 1933, as amended) or to the extent that the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the shares of Common Stock are subject to, and the certificates representing the shares of Common Stock shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and the Optionee hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions.

SECTION 7 - INCOME TAXES WITHHOLDING

The Company shall not be obligated to issue any shares of Common Stock pursuant to the exercise of the Option until the Optionee has satisfied in full any and all taxes and tax withholding requirements as may be applicable. Such taxes may be paid by cash or certified cashiers’ check or by such other forms of consideration as the Committee in its discretion shall specify. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any amount then or thereafter payable to the Optionee.

SECTION 8 - NON-TRANSFERABILITY OF OPTION

Unless otherwise provided in the Term Sheet or by amendment to the Term Sheet, the Optionee may not assign or transfer the Option to anyone other than by will or the laws of descent and distribution and the Option shall be exercisable only by the Optionee during his or her lifetime. The Company may cancel the Optionee’s Option if the Optionee attempts to assign or transfer it in a manner inconsistent with this Section 8.

SECTION 9 - DISPUTES

Any disagreement concerning the Optionee’s Option shall be finally and conclusively determined as provided in the Plan.

SECTION 10 - THE PLAN AND OTHER AGREEMENTS

The provisions of the Plan are incorporated into these Standard Terms and Conditions by this reference. In the event of a conflict between the terms and conditions of these Standard Terms and Conditions and the Plan, the Plan controls. Certain capitalized terms not otherwise defined herein are defined in the Plan.

The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Optionee and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

SECTION 11 - NO INTEREST IN SHARES SUBJECT TO OPTION

Neither the Optionee (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it.

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SECTION 12 - NOT A CONTRACT FOR EMPLOYMENT

Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall (a) confer upon the Optionee any right to continue in the employ of the Company or any of its subsidiaries, (b) affect the right of the Company and each of its subsidiaries to terminate the employment of the Optionee, with or without cause, or (c) confer upon the Optionee and right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Option under the Plan. The Optionee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment of the Optionee at any time and for any reason, or for no reason, unless the Optionee and the Company or such subsidiary are parties to a written employment agreement that expressly provides otherwise.

SECTION 13 - NOTICES

All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:	Standard Pacific Corp.
	15326 Alton Parkway
	Irvine, California 92618
	Attention:	Secretary (in the case of all communications except for the Notice of Exercise); or Stock Option Administrator (in the case of the Notice of Exercise).

If to the Optionee, to the address set forth below the Optionee’s signature on the Term Sheet.

SECTION 14 - SEPARABILITY

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

SECTION 15 - HEADINGS

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

SECTION 16 - FURTHER ASSURANCES

Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.

SECTION 17 - BINDING EFFECT

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

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EX-10.2

Exhibit 10.2

STANDARD PACIFIC CORP.

STANDARD TERMS AND CONDITIONS FOR

INCENTIVE STOCK OPTIONS

                        PLAN

SECTION 1 - TERMS OF OPTION

STANDARD PACIFIC CORP., a Delaware corporation (the “Company”), has granted to the individual (the “Optionee”) named in the Term Sheet provided to the Optionee herewith (the “Term Sheet”) an incentive stock option (the “Option”) to purchase any part or all of the number of shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth in the Term Sheet, at the exercise price per share (the “Exercise Price”) and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan specified in the Term Sheet (the “Plan”).

SECTION 2 - EXERCISE OF OPTION AND TERM OF OPTION

The exercise price of the Option is set forth in the Term Sheet. Except as otherwise provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only if the Optionee is an employee of the Company on the date that the Option becomes vested, as set forth in the Term Sheet and these Standard Terms and Conditions. To the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be fully exercisable on and after it becomes vested, as described in the Term Sheet and these Standard Terms and Conditions, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet. Notwithstanding anything to the contrary in these Standard Terms and Conditions, no part of the Option may be exercised after ten (10) years from the grant date set forth in the Term Sheet.

To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of Exercise” in the form attached hereto as Exhibit A to the Company specifying the number of whole shares of Common Stock the Optionee wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s names as community property or as joint tenants with right of survivorship).

The Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid (a) in cash or certified cashiers’ check, (b) by tendering (either physically or by attestation) shares of Common Stock owned by the Optionee having a “fair market value” (defined in the Plan) on the date of exercise equal to the Exercise Price (but only if (i) the Company is not then prohibited by law, regulation, contract or otherwise from purchasing or acquiring such shares of Common Stock, and (ii) such action will not result in an accounting charge to the Company), or (c) by any combination of the foregoing. In addition, the Exercise Price may be paid in such other form(s) of consideration as the Committee in its discretion shall specify, including without limitation by loan or by techniques that may result in an accounting charge to the Company, provided however, that the Company may offer or permit such assistance or techniques on an ad hoc basis to any optionholder without incurring any obligation to offer or permit such assistance or techniques on other occasions or to other optionholders. Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise.

Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws, or any contractual obligation of the Company.

SECTION 3 - TERMINATION OF EMPLOYMENT

A. Death or Permanent Disability: Upon the date of a termination of the Optionee’s employment as a result of the death or Permanent Disability of the Optionee (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of the termination date shall be exercisable by the Optionee (or in the case of termination due to death, by optionee’s estate, heir or beneficiary) until and shall expire upon the earlier of (A) twelve (12) months following the date of termination of Optionee’s employment and (B) the Expiration Date of the Option (as set forth in the Term Sheet). For purposes of these Standard Terms and Conditions, “Permanent Disability” means the inability to engage in substantial gainful employment by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. The Optionee shall not be deemed to have a Permanent Disability unless proof of the existence thereof is furnished to the Committee in such form and manner, and at such times, as the Committee may require. The determination of the Committee as to an individual’s Permanent Disability shall be conclusive on all of the parties.

B. Other Termination: Upon the date of a termination of the Optionee’s employment with the Company for any reason other than the death or Permanent Disability of the Optionee (i) any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) any part of the Option that is exercisable as of such termination date shall expire upon the earlier of ninety (90) days following such date or the Expiration Date of the Option.

SECTION 4 - CHANGE IN CONTROL

Immediately prior to the effective time and date of any Change in Control (as defined in the Plan), the Option, if and to the extent outstanding at such time and date, shall immediately vest and become exercisable to the extent that it has not already vested, and subject to Section 3 hereof, shall be exercisable until such time thereafter as fixed by the Committee. Notwithstanding the foregoing, nothing in this Section 4 shall be deemed to limit the authority of the Committee to (a) affect an adjustment pursuant to Section 12.2 of the Plan, (b) require the mandatory surrender of the Option pursuant to Section 13.2(iv) of the Plan, or (c) take any other action with respect to the Option permitted in Section 13.2 of the Plan that is consistent with the acceleration of vesting set forth in this Section 4.

SECTION 5 - RESTRICTIONS ON RESALES OF OPTION SHARES

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 the 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 the Optionee and other optionholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

The Optionee hereby acknowledges that, to the extent he or she is an “affiliate” of the Company (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the shares of Common Stock are subject to, and the certificates representing the shares of Common Stock shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and the Optionee hereby agrees

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to comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions.

SECTION 6 - INCOME TAXES

The Company shall not be obligated to issue any shares of Common Stock pursuant to the exercise of the Option until the Optionee has satisfied in full any and all taxes and tax withholding requirements as may be applicable. Any such taxes may be paid by cash or certified cashiers’ check or by such other forms of consideration as the Committee in its discretion shall specify. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any amount then or thereafter payable to the Optionee.

The Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted accordingly. Section 422 of the Code provides, among other things, that the Optionee will generally not be taxed upon the exercise of a stock option that qualifies as an incentive stock option provided the Optionee does not dispose of the shares of Common Stock acquired upon exercise of such option until the later of two years after such option is granted to the Optionee and one year after such option is exercised. However, the amount by which the fair market value of the shares of Common Stock acquired upon exercise of such option exceeds the Exercise Price on the date of exercise will be included as a positive adjustment in the calculation of the Optionee’s “alternative minimum taxable income” in the year of exercise.

Notwithstanding anything to the contrary herein, Section 422 of the Code provides that incentive stock options (including, possibly, the Option) shall not be treated as incentive stock options if and to the extent that the aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which such incentive stock options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and its subsidiaries) exceeds $100,000, taking options into account in the order in which they were granted. Thus, if and to the extent that any shares of Common Stock issued under a portion of the Option exceeds the foregoing $100,000 limitation, such shares shall not be treated as issued under an incentive stock option pursuant to Section 422 of the Code.

SECTION 7 - NON-TRANSFERABILITY OF OPTION

Unless otherwise provided in the Term Sheet or by amendment to the Term Sheet, the Optionee may not assign or transfer the Option to anyone other than by will or the laws of descent and distribution and the Option shall be exercisable only by the Optionee during his or her lifetime. The Company may cancel the Optionee’s Option if the Optionee attempts to assign or transfer it in a manner inconsistent with this Section 7.

SECTION 8 - DISPUTES

Any disagreement concerning the Optionee’s Option shall be finally and conclusively determined as provided in the Plan.

SECTION 9 - THE PLAN AND OTHER AGREEMENTS

The provisions of the Plan are incorporated into these Standard Terms and Conditions by this reference. In the event of a conflict between the terms and conditions of these Standard Terms and Conditions and the Plan, the Plan controls. Certain capitalized terms not otherwise defined herein are defined in the Plan.

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The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Optionee and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

SECTION 10 - NO INTEREST IN SHARES SUBJECT TO OPTION

Neither the Optionee (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it.

SECTION 11 - NOT A CONTRACT FOR EMPLOYMENT

Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall (a) confer upon the Optionee any right to continue in the employ of the Company or any of its subsidiaries, (b) affect the right of the Company and each of its subsidiaries to terminate the employment of the Optionee, with or without cause, or (c) confer upon the Optionee and right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Option under the Plan. The Optionee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment of the Optionee at any time and for any reason, or for no reason, unless the Optionee and the Company or such subsidiary are parties to a written employment agreement that expressly provides otherwise.

SECTION 12 - NOTICES

All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:	Standard Pacific Corp.
	15326 Alton Parkway
	Irvine, California 92618
	Attention:	Secretary (in the case of all communications except for the Notice of Exercise); or Stock Option Administrator (in the case of the Notice of xercise).

If to the Optionee, to the address set forth below the Optionee’s signature on the Term Sheet.

SECTION 13 - SEPARABILITY

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

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SECTION 14 - HEADINGS

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

SECTION 15 - FURTHER ASSURANCES

Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.

SECTION 16 - BINDING EFFECT

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

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EX-10.3

Exhibit 10.3

STANDARD PACIFIC CORP.

STANDARD TERMS AND CONDITIONS FOR

NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTIONS

                        Plan

SECTION 1 - TERMS OF OPTION

STANDARD PACIFIC CORP., a Delaware corporation (the “Company”), has granted to the director (the “Optionee”) named in the Term Sheet provided to the Optionee herewith (the “Term Sheet”) a nonqualified stock option (the “Option”) to purchase any part or all of the number of shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), set forth in the Term Sheet, at the exercise price per share (the “Exercise Price”) and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan specified in the Term Sheet (the “Plan”). The Option is granted in consideration for the Optionee’s service as a director of the Company.

SECTION 2 - NONQUALIFIED STOCK OPTION

The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

SECTION 3 - EXERCISE OF OPTION AND TERM OF OPTION

The Exercise Price of the Option is set forth in the Term Sheet. Except as otherwise provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable only if the Optionee serves as a director of the Company on the date that the Option becomes vested, as set forth in the Term Sheet and these Standard Terms and Conditions. To the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be fully exercisable on and after it becomes vested, as described in the Term Sheet and these Standard Terms and Conditions, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet. Notwithstanding anything to the contrary in these Standard Terms and Conditions, no part of the Option may be exercised after ten (10) years from the grant date set forth in the Term Sheet.

To exercise the Option (or any part thereof), the Optionee shall deliver a “Notice of Exercise” in the form attached hereto as Exhibit A to the Company specifying the number of whole shares of Common Stock the Optionee wishes to purchase and how the Optionee’s shares of Common Stock should be registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s names as community property or as joint tenants with right of survivorship). The Company shall not be obligated to issue any shares of Common Stock until the Optionee shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid (a) in cash or certified cashiers’ check, (b) by tendering (either physically or by attestation) shares of Common Stock owned by the Optionee having a “fair market value” (defined in the Plan) on the date of exercise equal to the Exercise Price (but only if (i) the Company is not then prohibited by law, regulation, contract or otherwise from purchasing or acquiring such shares of Common Stock, and (ii) such action will not result in an accounting charge to the Company), or (c) by any combination of the foregoing. In addition, the Exercise Price may be paid in such other form(s) of consideration as the Committee in its discretion shall specify, including without limitation by loan or by techniques that may result in an accounting charge to the Company, provided however, that the Company may offer or permit such assistance or techniques on an ad hoc basis to any optionholder without incurring any obligation to offer or permit such assistance or techniques on other occasions or to other optionholders.

Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise.

Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws, or any contractual obligation of the Company.

SECTION 4 - TERMINATION OF RELATIONSHIP

After the effective date of his or her election as a director, if the Optionee ceases to be a director of the Company for any reason, any Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and the Optionee may at any time until the earlier of twelve (12) months from the date of such termination or the Expiration Date of the Option (as set forth in the Term Sheet), exercise the Option to the extent it was exercisable on the date of termination. After such twelve (12) month period, the Option shall terminate to the extent that it is unexercised.

SECTION 5 - CHANGE IN CONTROL

Immediately prior to the effective time and date of any Change in Control (as defined in the Plan), the Option, if and to the extent outstanding at such time and date, shall immediately vest and become exercisable to the extent that it has not already vested, and subject to Section 4 hereof, shall be exercisable until such time thereafter as fixed by the Committee. Notwithstanding the foregoing, nothing in this Section 5 shall be deemed to limit the authority of the Committee to (a) affect an adjustment pursuant to Section 12.2 of the Plan, (b) require the mandatory surrender of the Option pursuant to Section 13.2(iv) of the Plan, or (c) take any other action with respect to the Option permitted in Section 13.2 of the Plan that is consistent with the acceleration of vesting set forth in this Section 5.

SECTION 6 - RESTRICTIONS ON RESALES OF OPTION SHARES

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 the 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 the Optionee and other optionholders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

The Optionee hereby acknowledges that, to the extent he or she is an “affiliate” of the Company (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the shares of Common Stock underlying the Option have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the shares of Common Stock are subject to, and the certificates representing the shares of Common Stock shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and the Optionee hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions.

SECTION 7 - INCOME TAXES WITHHOLDING

The Company shall not be obligated to issue any shares of Common Stock pursuant to the exercise of the Option until the Optionee has satisfied in full any and all taxes and tax withholding requirements as may

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be applicable. Such taxes may be paid by cash or certified cashiers’ check or by such other forms of consideration as the Committee in its discretion shall specify. The Committee may, in its discretion, make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all federal, state, local and other taxes required by law to be withheld with respect to the issuance or exercise of the Option including, but not limited to, deducting the amount of any such withholding taxes from any amount then or thereafter payable to the Optionee.

SECTION 8 - NON-TRANSFERABILITY OF OPTION

Unless otherwise provided in the Term Sheet or by amendment to the Term Sheet, the Optionee may not assign or transfer the Option to anyone other than by will or the laws of descent and distribution and the Option shall be exercisable only by the Optionee during his or her lifetime. The Company may cancel the Optionee’s Option if the Optionee attempts to assign or transfer it in a manner inconsistent with this Section 8.

SECTION 9 - DISPUTES

Any disagreement concerning the Optionee’s Option shall be finally and conclusively determined as provided in the Plan.

SECTION 10 - THE PLAN AND OTHER AGREEMENTS

The provisions of the Plan are incorporated into these Standard Terms and Conditions by this reference. In the event of a conflict between the terms and conditions of these Standard Terms and Conditions and the Plan, the Plan controls. Certain capitalized terms not otherwise defined herein are defined in the Plan.

The Term Sheet, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Optionee and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

SECTION 11 - NO INTEREST IN SHARES SUBJECT TO OPTION

Neither the Optionee (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Optionee shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Term Sheet or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon exercise of the Option or any part of it.

SECTION 12 - NOT A CONTRACT FOR SERVICES

Nothing in the Plan, in the Term Sheet, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall (a) confer upon the Optionee any right to continue to serve as a director of the Company, (b) affect any right of the Company or its stockholders or directors to remove the Optionee as a director with or without cause, or (c) confer upon the Optionee any right to participate in any other program of the Company or any of its subsidiaries other than the Option under the Plan.

SECTION 13 - NOTICES

All notices, requests, demands and other communications pursuant to these Standard Terms and Conditions shall be in writing and shall be deemed to have been duly given if personally delivered,

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telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Company to:	Standard Pacific Corp.
	15326 Alton Parkway
	Irvine, California 92618
	Attention:	Secretary (in the case of all communications except for the Notice of Exercise); or Stock Option Administrator (in the case of the Notice of Exercise).

If to the Optionee, to the address set forth below the Optionee’s signature on the Term Sheet.

SECTION 14 - SEPARABILITY

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

SECTION 15 - HEADINGS

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

SECTION 16 - FURTHER ASSURANCES

Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of these Standard Terms and Conditions.

SECTION 17 - BINDING EFFECT

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

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EX-10.4

EXHIBIT 10.4

Standard Pacific Corp.

Performance Share Award Agreement

This Performance Share Award Agreement (this “Agreement”) has been entered into as of this              day of                  200   by and between Standard Pacific Corp. (the “Corporation”) and «Full_Name» (the “Executive”). All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the Standard Pacific Corp.                      Plan (the “Plan”).

1. Award. On                          , 200  , the Compensation Committee (the “Compensation Committee”) of the Corporation’s Board of Directors (the “Board”) or the Board granted the Executive a performance award (the “Award”) under Section 8 of the Plan. Pursuant to the terms of the Award, the Corporation shall issue the Executive shares of common stock of the Corporation (the “Common Stock”) based on a comparison of the Corporation’s return on equity to a target established by the Compensation Committee. The target number of shares of Common Stock to be issued pursuant to the Award is «Award» shares (the “Target”). No more than «Max» shares (the “Maximum”) of Common Stock may be issued pursuant to the Award.

2. Shares Issued Pursuant to the Award.

(a) The number of shares of Common Stock that shall be issued pursuant to the Award (the “Performance Shares”) shall be determined based on the Corporation’s actual Return on Equity (as defined in Section 2(c)) for the 200_ fiscal year (the “Actual Return on Equity”) as compared to its targeted Return on Equity (the “Targeted Return on Equity”). The Targeted Return on Equity shall be established by the Compensation Committee before the end of the first quarter of the 200_ fiscal year and shall be communicated to the Executive in writing. The Actual Return on Equity shall be calculated promptly after the Audit Committee of the Board approves the financial statements for the 200_ fiscal year (the “Determination Date”). If the Actual Return on Equity is 100% of the Targeted Return on Equity, the Executive may be issued the Target number of Performance Shares. For each 1% the Actual Return on Equity is either above or below the Targeted Return on Equity (i.e., Actual Return on Equity divided by Targeted Return on Equity), the number of Performance Shares that the Executive may be issued pursuant to the Award shall be increased or reduced by 1.5%; provided, however, that (i) in no event will more than the Maximum number of Performance Shares be issued and (ii) if the Actual Return on Equity is equal to or less than 70% of the Targeted Return on Equity, no Performance Shares will be issued.

(b) In the event a Change of Control occurs after                          , 200_ but prior to the Determination Date, the Executive shall immediately be issued that number of Performance Shares equal to the Target number of Performance Shares. Notwithstanding anything contained in Section 2(c), these Shares will be fully vested upon issuance.

(c) Except in the case a Change of Control occurs prior to the Determination Date, the Compensation Committee has the authority to reduce the number of Performance Shares issued pursuant to this Award by up to 25% of the Target number of Performance Shares based upon the Compensation Committee’s subjective evaluation of the effectiveness of the Corporation’s management during the 200_ fiscal year. Any adjustment must be made within ten business days of the Determination Date. The number of shares of

Common Stock issued pursuant to the Award following all determinations and adjustments, if any, shall be referred to as the “Shares.” The Shares shall automatically be issued on the eleventh business day following the Determination Date (the “Issue Date”) and shall be held in escrow by the Corporation until such Shares vest; provided, however, that no Shares will be issued if Executive has not been continuously employed by the Corporation from the date of the Award to the Issue Date.

(d) “Return on Equity” shall mean consolidated net income divided by average stockholders equity, each calculated in accordance with generally accepted accounting principles and consistent with the Corporation’s audited financial statements. Average stockholders equity shall mean (i) the sum of stockholders equity at the beginning of the calendar year plus stockholders equity at the end of each calendar quarter during the calendar year (ii) divided by five.

3. Vesting of Shares. One third of the Shares shall be vested immediately upon issuance. Upon each of the next two anniversaries of the Issue Date, one third of the Shares shall vest provided that the Executive has been continuously employed by the Corporation since the Issue Date. Shares that do not vest shall automatically be cancelled. Notwithstanding anything contained in this Agreement to the contrary, in the event a Change of Control occurs following the Determination Date but prior to the Issue Date, the Shares shall immediately be issued to the Executive and in the event a Change of Control occurs following the Determination Date, the Shares shall immediately vest in full.

4. Restrictions on Resale. Except as contemplated by Section 6, the Executive may not transfer the Shares until the earlier of (a)                      , 200_ [three years after grant date] or (b) the date the Executive’s employment with the Corporation terminates for any reason or no reason. The Corporation may impose the following restrictions, conditions and limitations to the timing and manner of any resales by the Executive or other subsequent transfers by the Executive of any Shares: (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by the Executive and other security holders and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. The Executive hereby acknowledges that, to the extent he or she is an “affiliate” of the Corporation (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the Shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the Shares are subject to, and the certificates representing the Shares shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and the Executive hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Corporation may require in connection with such restrictions including, without limitation, obtaining a legal opinion, in a form satisfactory to the Corporation, that such Shares will not be transferred other than in compliance with all applicable securities laws and regulations.

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5. Escrow of the Shares.

(a) Shares Held by Corporation. Except as contemplated by Section 6, following the issuance of the Shares as contemplated by Section 2(c), the Shares will be held by the Corporation or its agent pending release following expiration of the restrictions on resale set forth in Section 4. The Corporation may cancel all or any portion of the Shares without further action by Executive if the Shares are forfeited or otherwise required to be transferred back to the Corporation pursuant to the terms of this Agreement.

(b) Release of Shares from Escrow. The Corporation will release the Shares to Executive as such Shares become free of the restrictions on resale set forth in Section 4; provided, that, Executive has paid to the Corporation an amount sufficient (or the Corporation has repurchased a sufficient number of Shares) to satisfy any taxes or other amounts required by any governmental entity to be withheld and paid over to such governmental entity for Executive’s account.

6. Tax Elections and Withholding.

(a) Acknowledgment. Executive acknowledges that he or she (i) has received tax advice from Executive’s own advisors and has not received, and is not relying upon, any tax representations or advice from the Corporation or any representative of the Corporation, and (ii) is obligated to satisfy in full any and all taxes and tax withholding requirements as may be applicable to the issuance of the Shares, if Executive makes an election pursuant to Section 83(b) of the Internal Revenue Code (in which case a Section 83(b) IRS tax election form must be delivered to the IRS and the Company within 30 days of the Issue Date), or the vesting of the Shares, if such an election is not made, regardless of any action the Corporation takes with respect to any tax withholding obligations that arise in connection with the Shares. The Corporation does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Shares or the subsequent sale of Shares issuable pursuant to the Award. The Corporation does not commit and is under no obligation to structure the Award to limit the Executive’s tax liability.

(b) Payment of Withholding Taxes. Prior to any event in connection with the Performance Shares (e.g., vesting) that the Corporation determines may result in any domestic or foreign tax withholding obligation (whether national, federal, state or local, including any social security tax obligation), Executive shall pay the Corporation an amount (in each case, the “Tax Withholding Obligation”) equal to the amount the Company is required to withhold in each case (except that, for purposes of federal and state income tax, the withholding obligation shall be deemed to be the highest federal and state marginal tax rate irrespective of the actual withholding obligation) as follows:

(i) By Repurchasing Shares. Unless Executive timely elects to satisfy the Tax Withholding Obligation in accordance with Section 6(b)(ii) below, Executive shall be deemed to have instructed and authorized the Corporation to repurchase the whole number of Performance Shares (rounded up in the case of fractional shares) as the Corporation determines to be sufficient to satisfy the Tax Withholding Obligation. The number of Shares that will be repurchased by the Corporation to satisfy Executive’s Tax Withholding Obligation will be

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determined based upon the closing price of the Corporation’s common stock on the day the Tax Withholding Obligation arises (or if not a trading day on which the exchange listing the Corporation’s common stock is open, the immediately succeeding trading day). To the extent the value of the Shares repurchased exceeds Executive’s Tax Withholding Obligation (due to rounding up), the Corporation shall pay such excess cash to Executive through payroll or otherwise as soon as practicable. Notwithstanding the foregoing, if the Company at any time determines that it is undesirable for the Company to repurchase the Performance Shares, the Company may elect not to repurchase the Performance Share and in lieu thereof shall permit Executive to sell on the open market, consistent with the other provisions of this Agreement, the number of shares that would otherwise have been repurchased by the Company pursuant to this Section 6(b)(i).

(ii) By Other Payment. At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., before a vesting date), Executive may notify the Corporation in writing of Executive’s election to pay such Tax Withholding Obligation by wire transfer, cash, certified cashiers’ check or other means permitted by the Corporation in its discretion. In such case, Executive shall satisfy his or her Tax Withholding Obligation by paying to the Corporation on such date as the Corporation shall specify an amount that the Corporation determines is sufficient to satisfy such Tax Withholding Obligation by (i) wire transfer to such account as the Corporation may direct, (ii) delivery of a certified cashiers’ check payable to Standard Pacific Corp., to Standard Pacific Corp., 15326 Alton Parkway, Irvine, California 92618, Attn: Secretary, or such other address as the Corporation may from time to time direct, or (iii) such other means as the Corporation may permit in its discretion. Executive agrees and acknowledges that on the date the Tax Withholding Obligation arises, the Corporation will determine the amount of the Tax Withholding Obligation and will notify Executive of such amount due. If Executive fails to deliver payment in accordance with this Section 6(b)(ii) to the Corporation in satisfaction of the Tax Withholding Obligation within five business days following such notice, the Tax Withholding Obligation shall be satisfied in the manner specified in Section 6(b)(i) above.

7. Deferred Compensation Election. Pursuant to the terms of the Corporation’s 2005 Deferred Compensation Plan (“Deferral Plan”), Executive may elect to defer receipt of all or any portion of the Shares (in accordance with the procedures and timeline established by the Company for electing deferral under the Deferral Plan); provided, that, Executive’s initial deferral under the Deferral Plan with respect to the Shares must be for a period of at least three (3) years. When Executive becomes eligible to receive the deferred Shares pursuant to the terms of the Deferral Plan, the Corporation shall have the option (in the Corporation’s sole discretion) to either issue the deferred Shares to the Executive or pay to Executive an equivalent amount in cash. Executive acknowledges that if he or she elects to defer receipt of the Shares as contemplated by this Section 7, he or she will not have any rights as a stockholder of the Corporation but will be credited an amount equal to the amount of any dividends that would have been paid had Executive elected to receive the Shares.

8. Non-transferability. The Executive shall not transfer, assign, encumber or otherwise dispose of the Award or any portion thereof.

9. Disputes. The Corporation’s goal is to quickly resolve any disputes that may arise with its employees. Therefore, the Executive and the Corporation agree that all disputes,

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disagreements, claims or controversies which relate in any manner to this Agreement shall be resolved exclusively by final and binding arbitration before a single arbitrator who is a retired judge in accordance with the then existing Rules and Procedures of JAMS/Endispute (or, if JAMS/Endispute does not offer arbitration services in the applicable jurisdiction, in accordance with the then existing Rules and Regulations of the American Arbitration Association). The parties shall pay their own costs of arbitration; provided, however, that the Corporation shall pay the costs of arbitration if it is required to do so to make this arbitration provision enforceable. Any request for arbitration must be made within one-year of the date on which the dispute first arose (unless a longer period of time is required by law), or any right to bring a claim (in arbitration or otherwise) with respect to such dispute will be deemed waived by both parties. The parties shall be entitled to conduct adequate discovery and to obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue a written decision which provides the findings and conclusions on which the award is based. The decision of the arbitrator shall be final and binding on all parties, and may be entered as a judgment by any party with any federal or state court of competent jurisdiction.

10. Plan and Other Agreements. The provisions of the Plan are incorporated into this Agreement by this reference. In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan controls. Certain capitalized terms not otherwise defined herein are defined in the Plan. This Agreement and the Plan constitute the entire understanding between the Executive and the Corporation regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

11. Stockholder Rights. The Executive (individually or as a member of a group) shall not have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to this Agreement except as to any Shares issued to Executive pursuant to the Award. Except as set forth herein, following the issuance of any Shares to Executive (but excluding any shares deferred pursuant to Section 7 above) and during the period prior to vesting and the lapse of the restrictions on resale of the Shares, Executive will have all of the rights of a stockholder of the Corporation, including, without limitation, the right to vote and to receive all dividends or other distributions with respect to the Shares.

12. Not a Contract for Employment. Nothing in the Plan, in this Agreement or any other instrument executed pursuant to the Plan shall (a) confer upon the Executive any right to continue in the employ of the Corporation or any of its subsidiaries, (b) affect the right of the Corporation and each of its subsidiaries to terminate the employment of the Executive, with or without cause, or (c) confer upon the Executive and right to participate in any employee welfare or benefit plan or other program of the Corporation or any of its subsidiaries other than the Award under the Plan. The Executive hereby acknowledges and agrees that the Corporation and each of its subsidiaries may terminate the employment of the Executive at any time and for any reason, or for no reason, unless the Executive and the Corporation or such subsidiary are parties to a written employment agreement that expressly provides otherwise.

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13. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Corporation to: Standard Pacific Corp. 15326 Alton Parkway Irvine, California 92618 Attention: Secretary Facsimile No.: (949) 789-1608

If to the Executive, to the address or fax number set forth below the Executive’s signature on this Agreement.

14. Severability. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

15. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

16. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement including, without limitation, delivery of such duly executed certificates, instruments and documents in furtherance of the transactions contemplated by this Agreement as such other party may reasonably request.

17. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

STANDARD PACIFIC CORP.
By:
Name:	Stephen J. Scarborough
Title:	Chairman & Chief Executive Officer

EXECUTIVE
Signature:
Name:	«Full_Name»
Address:	«Home_Address»
Facsimile No.:	«Fax_No»

EX-10.5

EXHIBIT 10.5

Standard Pacific Corp.

Restricted Share Award Agreement

This Restricted Share Award Agreement (this “Agreement”) has been entered into as of this      day of                  200_ (the “Effective Date”) by and between Standard Pacific Corp. (the “Corporation”) and «Full_Name» (the “Executive”). All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the Standard Pacific Corp.                      Plan (the “Plan”).

1. Award. Pursuant to Section 8 of the Plan, the Compensation Committee of the Corporation’s Board of Directors or the Board of Directors hereby grants to Executive a restricted stock award (the “Award”) of _____ shares of common stock of the Corporation (the “Shares”).

2. Vesting of Shares. One third of the Shares shall vest upon each of the first three anniversaries of the Effective Date; provided, that, Executive has been continuously employed by the Corporation since the Effective Date as of the applicable vesting date. Shares that do not vest shall automatically be cancelled. Notwithstanding anything contained in this Agreement to the contrary, if a Change of Control occurs the unvested portion of the Award as of the date of the Change of Control shall immediately vest.

3. Non-transferability. Executive shall not transfer, assign, encumber or otherwise dispose of the Award or any portion thereof until the Award, or the portion of the Award that is to be transferred, assigned, encumbered or disposed of, has vested in accordance with Section 2.

4. Restrictions on Resale. The Corporation may impose the following restrictions, conditions and limitations as to the timing and manner of any resales by the Executive or other subsequent transfers by the Executive of any vested Shares: (i) restrictions under an insider trading policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by the Executive and other security holders and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. The Executive hereby acknowledges that, to the extent he or she is an “affiliate” of the Corporation (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the Shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the Shares are subject to, and the certificates representing the Shares, if any, shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and Executive hereby agrees to comply with all such restrictions and to execute such documents or take such other actions as the Corporation may require in connection with such restrictions including, without limitation, obtaining a legal opinion, in a form satisfactory to the Corporation, that such Shares will not be transferred other than in compliance with all applicable securities laws and regulations.

5. Escrow of the Shares. The Shares will be held by the Corporation or its agent and released to Executive following vesting in accordance with Section 2; provided, that, Executive has paid to the Corporation an amount sufficient (or the Corporation has repurchased a sufficient number of Shares) to satisfy any taxes or other amounts required by any governmental entity to be withheld and paid over to such governmental entity for Executive’s account. The

Corporation may cancel all or any portion of the Shares without further action by Executive if the Shares do not vest or are otherwise required to be transferred back to the Corporation pursuant to the terms of this Agreement.

6. Tax Elections and Withholding.

(a) Acknowledgment. Executive acknowledges that he or she (i) has received tax advice from Executive’s own advisors and has not received, and is not relying upon, any tax representations or advice from the Corporation or any representative of the Corporation, and (ii) is obligated to satisfy in full any and all taxes and tax withholding requirements as may be applicable to the issuance of the Shares, if Executive makes an election pursuant to Section 83(b) of the Internal Revenue Code (in which case a Section 83(b) IRS tax election form must be delivered to the IRS and the Company within 30 days of the Issue Date), or the vesting of the Shares, if such an election is not made, regardless of any action the Corporation takes with respect to any tax withholding obligations that arise in connection with the Shares. The Corporation does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Shares or the subsequent sale of Shares issuable pursuant to the Award. The Corporation does not commit and is under no obligation to structure the Award to limit the Executive’s tax liability.

(b) Payment of Withholding Taxes. Prior to any event in connection with the Performance Shares (e.g., vesting) that the Corporation determines may result in any domestic or foreign tax withholding obligation (whether national, federal, state or local, including any social security tax obligation), Executive shall pay the Corporation an amount (in each case, the “Tax Withholding Obligation”) equal to the amount the Company is required to withhold in each case (except that, for purposes of federal and state income tax, the withholding obligation shall be deemed to be the highest federal and state marginal tax rate irrespective of the actual withholding obligation) as follows:

(i) By Repurchasing Shares. Unless Executive timely elects to satisfy the Tax Withholding Obligation in accordance with Section 6(b)(ii) below, Executive shall be deemed to have instructed and authorized the Corporation to repurchase the whole number of Shares (rounded up in the case of fractional shares) as the Corporation determines to be sufficient to satisfy the Tax Withholding Obligation. The number of Shares that will be repurchased by the Corporation to satisfy Executive’s Tax Withholding Obligation will be determined based upon the closing price of the Corporation’s common stock on the day the Tax Withholding Obligation arises (or if not a trading day on which the exchange listing the Corporation’s common stock is open, the immediately succeeding trading day). To the extent the value of the Shares repurchased exceeds Executive’s Tax Withholding Obligation (due to rounding up), the Corporation shall pay such excess cash to Executive through payroll or otherwise as soon as practicable. Notwithstanding the foregoing, if the Company at any time determines that it is undesirable for the Company to repurchase the Performance Shares, the Company may elect not to repurchase the Performance Share and in lieu thereof shall permit Executive to sell on the open market, consistent with the other provisions of this Agreement, the number of shares that would otherwise have been repurchased by the Company pursuant to this Section 6(b)(i).

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(ii) By Other Payment. At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., before a vesting date), Executive may notify the Corporation in writing of Executive’s election to pay such Tax Withholding Obligation by wire transfer, cash, certified cashiers’ check or other means permitted by the Corporation in its discretion. In such case, Executive shall satisfy his or her Tax Withholding Obligation by paying to the Corporation on such date as the Corporation shall specify an amount that the Corporation determines is sufficient to satisfy such Tax Withholding Obligation by (i) wire transfer to such account as the Corporation may direct, (ii) delivery of a certified cashiers’ check payable to Standard Pacific Corp., to Standard Pacific Corp., 15326 Alton Parkway, Irvine, California 92618, Attn: Secretary, or such other address as the Corporation may from time to time direct, or (iii) such other means as the Corporation may permit in its discretion. Executive agrees and acknowledges that on the date the Tax Withholding Obligation arises, the Corporation will determine the amount of the Tax Withholding Obligation and will notify Executive of such amount due. If Executive fails to deliver payment in accordance with this Section 6(b)(ii) to the Corporation in satisfaction of the Tax Withholding Obligation within five business days following such notice, the Tax Withholding Obligation shall be satisfied in the manner specified in Section 6(b)(i) above.

7. Disputes. The Corporation’s goal is to quickly resolve any disputes that may arise with its employees. Therefore, the Executive and the Corporation agree that all disputes, disagreements, claims or controversies which relate in any manner to this Agreement shall be resolved exclusively by final and binding arbitration before a single arbitrator who is a retired judge in accordance with the then existing Rules and Procedures of JAMS/Endispute (or, if JAMS/Endispute does not offer arbitration services in the applicable jurisdiction, in accordance with the then existing Rules and Regulations of the American Arbitration Association). The parties shall pay their own costs of arbitration; provided, however, that the Corporation shall pay the costs of arbitration if it is required to do so to make this arbitration provision enforceable. Any request for arbitration must be made within one-year of the date on which the dispute first arose (unless a longer period of time is required by law), or any right to bring a claim (in arbitration or otherwise) with respect to such dispute will be deemed waived by both parties. The parties shall be entitled to conduct adequate discovery and to obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue a written decision which provides the findings and conclusions on which the award is based. The decision of the arbitrator shall be final and binding on all parties, and may be entered as a judgment by any party with any federal or state court of competent jurisdiction.

8. Plan and Other Agreements. The provisions of the Plan are incorporated into this Agreement by this reference. In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan controls. This Agreement and the Plan constitute the entire understanding between the Executive and the Corporation regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

9. Stockholder Rights. Following the issuance of the Shares to Executive and during the period prior to vesting, Executive will have all of the rights of a stockholder of the Corporation, including, without limitation, the right to vote and to receive all dividends or other distributions with respect to the Shares.

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10. Not a Contract for Employment. Nothing in the Plan, in this Agreement or any other instrument executed pursuant to the Plan shall (a) confer upon the Executive any right to continue in the employ of the Corporation or any of its subsidiaries, (b) affect the right of the Corporation and each of its subsidiaries to terminate the employment of the Executive, with or without cause, or (c) confer upon the Executive and right to participate in any employee welfare or benefit plan or other program of the Corporation or any of its subsidiaries other than the Award under the Plan. The Executive hereby acknowledges and agrees that the Corporation and each of its subsidiaries may terminate the employment of the Executive at any time and for any reason, or for no reason, unless the Executive and the Corporation or such subsidiary are parties to a written employment agreement that expressly provides otherwise.

11. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Corporation to: Standard Pacific Corp. 15326 Alton Parkway Irvine, California 92618 Attention: Secretary Facsimile No.: (949) 789-1608

If to the Executive, to the address or fax number set forth below the Executive’s signature on this Agreement.

12. Severability. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

13. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

14. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement including, without limitation, delivery of such duly executed certificates, instruments and documents in furtherance of the transactions contemplated by this Agreement as such other party may reasonably request.

15. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

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Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

STANDARD PACIFIC CORP.
By:
Name:	Stephen J. Scarborough
Title:	Chairman & Chief Executive Officer

EXECUTIVE
Signature:
Name:	«Full_Name»
Address:	«Home_Address»
Facsimile No.:	«Fax_No»

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EX-10.6

Exhibit 10.6

Standard Pacific Corp.

Restricted Share Award Agreement

for Non-Employee Directors

This Restricted Share Award Agreement (this “Agreement”) has been entered into as of this      day of              (the “Effective Date”) by and between Standard Pacific Corp. (the “Corporation”) and «Full_Name», a non-employee member of the Corporation’s Board of Directors (the “Director”). All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the Standard Pacific Corp.                      Plan (the “Plan”).

1. Award. Pursuant to Section 8 of the Plan, the Compensation Committee of the Corporation’s Board of Directors or the Board of Directors hereby grants to Director a restricted stock award (the “Award”) of              shares of common stock of the Corporation (the “Shares”). The Director irrevocably agrees on behalf of the Director and the Director’s successors and permitted assigns to all of the terms and conditions of the Award as set forth in or pursuant to this Agreement and the Plan (as such may be amended from time to time pursuant to the terms thereof).

2. Vesting of Shares. The Shares shall vest in full on the date of the Corporation’s first annual meeting of stockholders following the Issue Date; provided, that, Director has continuously served as a member of the Corporation’s Board of Directors since the Effective Date. Shares that do not vest shall automatically be cancelled. Notwithstanding anything contained in this Agreement to the contrary, if a Change of Control occurs the unvested portion of the Award as of the date of the Change of Control shall immediately vest.

3. Non-transferability. The Director shall not transfer, assign, encumber or otherwise dispose of the Award or any portion thereof until the Award has vested in accordance with Section 2.

4. Escrow of the Shares. The Shares will be held by the Corporation or its agent and will be released to Director following vesting. The Corporation may cancel all or any portion of the Shares without further action by the Director if the Shares do not vest or are otherwise required to be transferred back to the Corporation pursuant to the terms of this Agreement.

5. Tax Elections. The Director acknowledges that he or she (i) has received tax advice from the Director’s own advisors and has not received, and is not relying upon, any tax representations or advice from the Corporation or any representative of the Corporation, (ii) is obligated to satisfy in full any and all taxes that may be applicable to the issuance of the Shares, if the Director makes an election pursuant to Section 83(b) of the Internal Revenue Code (in which case a Section 83(b) IRS tax election form must be delivered to the IRS and the Company within 30 days of the Issue Date), or the vesting of the Shares, if such an election is not made, and (iii) that the Corporation will not withhold any amounts that may be due to taxing authorities from the Director. The Corporation does not commit and is under no obligation to structure the Award to limit the Director’s tax liability.

6. Disputes. The Corporation’s goal is to quickly resolve any disputes that may arise with its employees. Therefore, the Director and the Corporation agree that all disputes,

disagreements, claims or controversies which relate in any manner to this Agreement shall be resolved exclusively by final and binding arbitration before a single arbitrator who is a retired judge in accordance with the then existing Rules and Procedures of JAMS/Endispute (or, if JAMS/Endispute does not offer arbitration services in the applicable jurisdiction, in accordance with the then existing Rules and Regulations of the American Arbitration Association). The parties shall pay their own costs of arbitration; provided, however, that the Corporation shall pay the costs of arbitration if it is required to do so to make this arbitration provision enforceable. Any request for arbitration must be made within one-year of the date on which the dispute first arose (unless a longer period of time is required by law), or any right to bring a claim (in arbitration or otherwise) with respect to such dispute will be deemed waived by both parties. The parties shall be entitled to conduct adequate discovery and to obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue a written decision which provides the findings and conclusions on which the award is based. The decision of the arbitrator shall be final and binding on all parties, and may be entered as a judgment by any party with any federal or state court of competent jurisdiction.

7. Plan and Other Agreements. The provisions of the Plan are incorporated into this Agreement by this reference. In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan controls. This Agreement and the Plan constitute the entire understanding between the Director and the Corporation regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

8. Stockholder Rights. Except as set forth herein, following the issuance of the Shares to the Director and during the period prior to vesting, the Director will have all of the rights of a stockholder of the Corporation, including, without limitation, the right to vote and to receive all dividends or other distributions with respect to the Shares.

9. No Right to Continued Service. Nothing in the Plan, in this Agreement or any other instrument executed pursuant to the Plan shall confer upon the Director any right with respect to continuance as a director of the Corporation.

10. Notices. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, telexed or telecopied to, or, if mailed, when received by, the other party at the following addresses (or at such other address as shall be given in writing by either party to the other):

If to the Corporation to: Standard Pacific Corp. 15326 Alton Parkway Irvine, California 92618 Attention: Secretary Facsimile No.: (949) 789-1608

If to the Director, to the address or fax number set forth below the Director’s signature on this Agreement.

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11. Severability. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction or arbitrator appointed pursuant to Section 6 of this Agreement, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

12. Headings. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

13. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement including, without limitation, delivery of such duly executed certificates, instruments and documents in furtherance of the transactions contemplated by this Agreement as such other party may reasonably request.

14. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

STANDARD PACIFIC CORP.
By:
Name:	Stephen J. Scarborough
Title:	Chairman & Chief Director Officer
DIRECTOR
By:
Name:	«Full_Name»
Address:	«Home_Address»

Facsimile No.: «Fax_No»