Exhibit A
AMENDMENT TO THE
TOLL BROTHERS, INC.
CASH BONUS PLAN
As of December 10, 1998
WHEREAS, the "outside directors" who have been designated to act as the
administrative committee (the "Committee") for the Toll Brothers, Inc. Cash
Bonus Plan (the "Plan") desire to amend the Plan in order to permit bonuses
to be paid in shares of common stock of the Company as well as in cash; and
WHEREAS, the Company is generally authorized under Section 8(b) of the Plan
to amend the Plan from time to time in such manner as it may deem advisable,
subject to the approval of the Committee, and subject further to disclosure
to and approval by the stockholders of the Company, of any amendment that
could increase the amount that may be payable as bonuses under the Plan.
NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof,
subject to shareholder approval, as follows:
1. Section 5 of the Plan is amended to read as follows:
"5. Bonus Entitlement
(a) The Participant shall be entitled to receive a bonus in accordance with
the provisions of Section 6 of the Plan only after certification by the
Committee that the performance goals set forth in Section 6 have been
satisfied. The bonus payment under the Plan shall be paid to each
Participant during the last week of December or the first week of January
after the close of the fiscal year with respect to which the bonus is to be
paid. No bonus shall be payable under the Plan without the prior disclosure
of the terms of the Plan to the stockholders of the Company and the approval
of the Plan by such stockholders.
(b) The payment of bonuses under the Plan with respect to the fiscal years
ending October 31, 1999, October 31, 2000 and October 31, 2001 shall,
notwithstanding anything contained herein to the contrary, be paid in the
form of shares of the Company's Common Stock, par value $0.01 per share (the
"Shares"), which payments shall be in the form of an award under the terms of
the Toll Brothers, Inc. Stock Incentive Plan (1998) (the "1998 Plan"). The
number of Shares so awarded shall be determined by dividing the dollar
amount of each bonus by $24.25, the fair market value of a Share determined
as of December 10, 1998 in accordance with the provisions for determination
of fair market value as set forth in the 1998 Plan.
(c) Notwithstanding the provisions of 5(b) set forth above, the Committee
shall have the discretion at any time to terminate the application of Section
5(b), effective no sooner than six months following the Committee's
determination to act under this Section 5(c). In the event the Committee
terminates the application of Section 5(b), all bonuses payable on or after
the effective date of such action shall be payable in cash only.
(d) Notwithstanding anything to the contrary contained in this Section 5, the
Participant may, if he believes that a payment of his bonus in Shares would,
as a result of a change in Federal tax laws, or in regulations promulgated
thereunder by the IRS, have a material adverse impact on the Participant,
request the Committee to either suspend or terminate the application of
Section 5(b). Upon receipt of such request from both Participants, the
Committee may, at its sole discretion, terminate or suspend the application
of Section 5(b), and all bonuses payable under the Plan shall be payable in
cash only in accordance with Section 6 until such time as the Committee
determines to reinstate Section 5(b), provided, however, that the amount of
any such cash payment shall not exceed the value of the bonus that would
have been payable if the bonus had been paid in Shares under the terms of
the Plan as in effect without regard to this Section 5(d)."
2. In all other respects, the provisions of the Plan shall remain in full
force and effect.
DSC:612237.1
