TOLL BROTHERS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR EMPLOYEES (2007)
RESTRICTED STOCK UNIT AWARD
This Restricted Stock Unit Agreement (the “RSU” or “RSU Agreement”) documents the grant of Restricted
Stock Units by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. Amended
and Restated Stock Incentive Plan for Employees (2007) (the “Plan”). This RSU consists of a grant of a right to
receive a number of shares of Common Stock at the date specified herein. This RSU relates to 200,000 shares
of Common Stock (the “Shares”), and is granted on this 19th day of December, 2008 (the “Date of Grant”) to
Robert I. Toll (the “Grantee”), and is subject to all applicable terms and conditions set forth in the Plan.
1. Definitions . All capitalized terms contained in this RSU Agreement shall have the meaning set forth in the
Plan unless otherwise defined herein or as may be required by the context.
2. Performance-Based Vesting . Grantee’s rights under this RSU shall, except to the extent greater vesting is
provided for under the terms of the Plan or as set forth in this RSU, become fully vested and Grantee shall be
entitled to receipt of the Shares represented by this RSU only if, and at such time as, the average closing price of
the Common Stock on the New York Stock Exchange (“NYSE”), measured over any twenty (20) consecutive
trading days ending on or prior to December 19, 2013, increases 30% or more over the closing price of the
Common Stock on the NYSE on the Date of Grant; provided that in no event shall Grantee’s rights under this
RSU become vested if Grantee does not continue to be employed by, or be a member of the Board of, the
Company until December 19, 2011.
3. Vesting Upon Death or Disability . Notwithstanding any of the provisions in Section 2, Grantee’s rights
under this RSU shall become fully vested and Grantee shall be entitled to receipt of the Shares represented by
this RSU in the event the Grantee’s