UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 11, 2009
TOLL BROTHERS, INC.
(Exact Name of Registrant as Specified in Charter)
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| DELAWARE
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001-09186
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23-2416878 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
250 GIBRALTAR ROAD, HORSHAM PA 19044
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 938-8000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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 March 11, 2009, the Board of Directors of Toll Brothers,
Inc. (the “Company”) met and approved the execution of a standard form of indemnification agreement with the
Company’s directors and named executive officers. Following the Board of Directors meeting, the Company entered
into the indemnification agreements with each of its current directors and named executive officers
(each, an “Indemnitee”). The Company’s current directors are Bruce E. Toll, Robert S. Blank, Edward G.
Boehne, Richard J. Braemer, Roger S. Hillas, Carl B. Marbach, Stephen A. Novick and Paul E. Shapiro, and the
Company’s current named executive officers are Robert I. Toll, Zvi Barzilay and Joel H. Rassman (each of
whom is also a director). The summary description below of the form of indemnification agreement is qualified
in its entirety by reference to the form of agreement that is filed as Exhibit 10.1 to this report and incorporated
herein by reference.
The indemnification agreement provides for
indemnification, consistent with the terms of the indemnification agreement, to the fullest extent permitted
by Delaware law for expenses, attorneys’ fees, judgments and certain other amounts an Indemnitee may be required
to pay with respect to claims asserted against him by reason of his position as a director or officer of the Company.
The indemnification agreement also requires the Company to make advancement of certain amounts associated with such
claims, subject to reimbursement if the Indemnitee is ultimately determined to not be entitled to indemnification
under applicable law. The Company is also required to indemnify, and advance expenses to, an Indemnitee in connection
with non-frivolous suits brought by an Indemnitee against the Company to enforce his rights under the indemnification
agreement or against an insurance carrier to enforce coverage under certain insurance policies obtained for the benefit
of the Company’s officers and directors.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished as part of this Current Report on Form
8-K:
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10.1
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Form of Indemnification Agreement between the Registrant and the members of its Board of
Directors. |