TOL 10-K Annual Report Oct. 31, 2019 | Alphaminr
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TOL 10-K Fiscal year ended Oct. 31, 2019

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TOLL BROTHERS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations ( Md&a )Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions; Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.2 Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on March22, 2010. 3.3 Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, dated as of March16, 2011, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on March18, 2011. 3.5 Bylaws of the Registrant, as Amended and Restated June11, 2008, are hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on June13, 2008. 3.6 Amendment to the By-laws of the Registrant, dated as of September24, 2009, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on September24, 2009. 3.7 Amendment to the By-laws of the Registrant, dated as of June15, 2011, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on June16, 2011. 3.8 Amendment to the By-laws of the Registrant, dated as of January 20, 2016, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on January 20, 2016. 3.9 Amendment to the By-laws of the Registrant, dated as of September 20, 2016, is hereby incorporated by reference to Exhibit3.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on September 20, 2016. 4.1 Specimen Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registratants Form 10-K for the year ended October 31, 2017. 4.2 Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., the Registrant and the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit4.1 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on February 7, 2012. 4.3 Authorizing Resolutions, dated as of January 31, 2012, relating to the $300,000,000 principal amount of 5.875% Senior Notes due 2022 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference Exhibit4.2 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on February 7, 2012. 4.4 Form of Global Note for Toll Brothers Finance Corp.s 5.875% Senior Notes due 2022 is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on February 7, 2012. 4.5 Authorizing Resolutions, dated as of April 3, 2013, relating to the $300,000,000 principal amount of 4.375% Senior Notes due 2023 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit4.2 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on April 10, 2013. 4.6 Authorizing Resolutions, dated as of May 8, 2013, relating to the $100,000,000 principal amount of 4.375% Senior Notes due 2023 of Toll Brothers Finance Corp. guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries is hereby incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2013. 4.7 Form of Global Note for Toll Brothers Finance Corp.s 4.375% Senior Notes due 2023 is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on April 10, 2013. 4.8 Authorizing Resolutions, dated as of November 21, 2013, relating to the $250,000,000 principal amount of 5.625% Senior Notes due 2024 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on November 21, 2013. 4.9 Form of Global Note for Toll Brothers Finance Corp.s 5.625% Senior Notes due 2024 is hereby incorporated by reference to Exhibit4.5 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on November 21, 2013. 4.10 Authorizing Resolutions, dated as of October 30, 2015, relating to the $350,000,000 principal amount of 4.875% Senior Notes due 2025 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit4.2 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on October 30, 2015. 4.11 Form of Global Note for Toll Brothers Finance Corp.s 4.875% Senior Notes due 2025 is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on October 30, 2015. 4.12 Authorizing Resolutions, dated as of March 10, 2017, relating to the $300,000,000 principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit4.2 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on March 10, 2017. 4.13 Form of Global Note for Toll Brothers Finance Corp.s 4.875% Senior Notes due 2027 is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on March 10, 2017. 4.14 Authorizing Resolutions, dated as of June 12, 2017, relating to the $150,000,000 principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp. guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit4.2 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on June 12, 2017. 4.15 Form of Global Note for Toll Brothers Finance Corp.s 4.875% Senior Notes due 2027 is hereby incorporated by reference to Exhibit4.3 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on June 12, 2017 4.16 Authorizing Resolution, dated as of January 22, 2018, relating to the $400,000,000 aggregate principal amount of 4.350% Senior Notes due 2028 of Toll Brothers Finance Corp., guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2018. 4.17 Form of Global Note for the Issuers 4.350% Senior Notes due 2028 is hereby incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2018. 4.18 Authorizing Resolution, dated as of September 12, 2019, relating to the $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 of Toll Brothers Finance Corp., guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019. 4.19 Form of Global Note for the Issuers 3.800% Senior Notes due 2029 is hereby incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019. 4.20 First Supplemental Indenture dated as of April 27, 2012, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.3 of the Registrants Form10-Q for the quarter ended April 30, 2012. 4.21 Second Supplemental Indenture dated as of April 30, 2013, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.4 of the Registrants Form10-Q for the quarter ended April 30, 2013. 4.22 Third Supplemental Indenture dated as of April 30, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.1 of the Registrants Form10-Q for the quarter ended April 30, 2014. 4.23 Fourth Supplemental Indenture dated as of July 31, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.1 of the Registrants Form10-Q for the quarter ended July 31, 2014. 4.24 Fifth Supplemental Indenture dated as of October 31, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.55 of the Registrants Form10-K for the year ended October31, 2014. 4.25 Sixth Supplemental Indenture dated as of January 30, 2015, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.3 of the Registrants Form10-Q for the quarter ended January31, 2015. 4.26 Seventh Supplemental Indenture dated as of April 30, 2015, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.3 of the Registrants Form10-Q for the quarter ended April30, 2015. 4.27 Eighth Supplemental Indenture dated as of October 30, 2015, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.34 of the Registrants Form10-K for the year ended October31, 2015. 4.28 Ninth Supplemental Indenture dated as of January 29, 2016, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.2 of the Registrants Form10-Q for the quarter ended January 31, 2016. 4.29 Tenth Supplemental Indenture dated as of April 29, 2016, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.2 of the Registrants Form10-Q for the quarter ended April 30, 2016. 4.30 Eleventh Supplemental Indenture dated as of October 31, 2016, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.41 of the Registrants Form10-K for the year ended October31, 2016. 4.31 Twelfth Supplemental Indenture dated as of October 31, 2016, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.42 of the Registrants Form10-K for the year ended October31, 2016. 4.32 Thirteenth Supplemental Indenture dated as of January 31, 2017, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.2 of the Registrants Form10-Q for the quarter ended January 31, 2017. 4.33 Fourteenth Supplemental Indenture dated as of April 28, 2017, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.2 of the Registrants Form10-Q for the quarter ended April 30, 2017. 4.34 Fifteenth Supplemental Indenture dated as of July 31, 2017, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.2 of the Registrants Form10-Q for the quarter ended July 31, 2017. 4.35 Sixteenth Supplemental Indenture dated as of October 31, 2017, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.55 of the Registrants Form 10-K for the year ended October 31, 2017. 4.36 Seventeenth Supplemental Indenture dated as of October 31, 2017, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.56 of the Registrants Form 10-K for the year ended October 31, 2017. 4.37 Eighteenth Supplemental Indenture dated as of April 13, 2018, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.3 of the Registrants Form10-Q for the quarter ended April 30, 2018. 4.38 Nineteenth Supplemental Indenture dated as of April 30, 2018, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit4.4 of the Registrants Form10-Q for the quarter ended April 30, 2018. 4.39 Twentieth Supplemental Indenture dated as of October 31, 2018, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.62 of the Registrants Form 10-K for the year ended October 31, 2018. 4.40 Twenty-First Supplemental Indenture dated as of January 31, 2019, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 on the Registrants Form 10-Q fro the quarter ended January 31, 2019. 4.41 Twenty-Second Supplemental Indenture dated as of October 30, 2019, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee.** 4.42 Twenty-third Supplemental Indenture dated as of October 30, 2019, to the Indenture dated as of February 7, 2012 by and among the parties listed on ScheduleA thereto, and The Bank of New York Mellon, as successor Trustee.** 4.43 Description of Certain of Registrants Securities** 10.1 Amended and Restated Credit Agreement, dated as of October 31,2019, among the First Huntingdon Finance Corp., Toll Brothers, Inc., and the lenders party thereto and Citibank, N.A., as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on November 1, 2019. 10.2 Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the lenders party thereto and SunTrust Bank, as Administrative Agent dated February 3, 2014, is hereby incorporated by reference to Exhibit 10.2 of the Registrants Form 8-K filed with the Securities and Exchange Commission on February 5, 2014 10.3 Amendment No. 1, dated as of May 19, 2016, to the Credit Agreement, dated as of February 3, 2014, among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 of the Registrants Form 8-K filed with the Securities and Exchange Commission on May 24, 2016. 10.4 Amendment No. 2, dated August 2, 2016, to Credit Agreement dated as of February 3, 2014, as amended, by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the designated guarantors party thereto, the lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K filed with the Securities and Exchange Commission on August 4, 2016. 10.5 Amendment No. 3, dated November 1, 2018, to Credit Agreement dated as of February 3, 2014, as amended, by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the designated guarantors party thereto, the lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K filed with the Securities and Exchange Commission on November 2, 2018. 10.6 Amendment No. 4, dated as of October 31, 2019, to the Credit Agreement, dated as of February 3, 2014,as amended, by and First Huntingdon Finance Corp., Toll Brothers, Inc., the designated guarantors party thereto, the lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 of the Registrants Form 8-K filed with the Securities and Exchange Commission on November 1, 2019. 10.7* Toll Brothers, Inc. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Annex A to the Registrants Definitive Proxy Statement on Schedule 14A for its 2017 Annual Meeting of Stockholders filed with the SEC on January 31, 2017. 10.8* Amendment No. 1, dated as of December 13, 2017, to the Toll Brothers, Inc. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Exhibit 10.7 of the Registrants Form 10-K for the year ended October 31, 2017. 10.9* Amendment No. 2, dated as of June 19, 2018, to the Toll Brothers, Inc. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Exhibit 10.8 of the Registrants Form 10-K for the year ended October 31, 2018. 10.10* Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) (amended and restated as of September17, 2008, is hereby incorporated by reference to Exhibit4.1 of the Registrants Amendment No.1 to its Registration Statement on FormS-8 (No.333-143367) filed with the Securities and Exchange Commission on October29, 2008. 10.11* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007)is hereby incorporated by reference to Exhibit10.1 of the Registrants Form8-K filed with the Securities and Exchange Commission on December19, 2007. 10.12* Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007)is hereby incorporated by reference to Exhibit10.3 of the Registrants Form10-Q for the quarter ended July31, 2007. 10.13* Form of Stock Award Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit10.4 of the Registrants Form10-Q for the quarter ended July31, 2007. 10.14* Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is hereby incorporated by reference to Annex A to the Registrants definitive proxy statement on Schedule 14A for its 2014 Annual Meeting of Stockholders filed with the SEC on February 3, 2014. 10.15* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is incorporated by reference to Exhibit 10.16 of the Registrants Form10-K for the period ended October31, 2014. 10.16* Form of Restricted Stock Unit Agreement (Performance Based) pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is incorporated by reference to Exhibit 10.17 of the Registrants Form10-K for the period ended October31, 2014. 10.17* Form of Non-Qualified Stock Option Grant, is hereby incorporated by reference to Exhibit10.18 of the Registrants Form10-K for the year ended October31, 2016. 10.18* Form of Restricted Stock Unit Agreement (Performance Based), is hereby incorporated by reference to Exhibit10.19 of the Registrants Form10-K for the year ended October31, 2016. 10.19* Form of Restricted Stock Unit Agreement (Total Shareholder Return Performance Based), is hereby incorporated by reference to Exhibit10.20 of the Registrants Form10-K for the year ended October31, 2016. 10.20* Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) (amended and restated as of September17, 2008) is hereby incorporated by reference to Exhibit 4.1 of the Registrants Amendment No.1 to its Registration Statement on FormS-8 (No.333-144230) filed with the Securities and Exchange Commission on October29, 2008. 10.21* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Non-Employee Directors (2007)is hereby incorporated by reference to Exhibit10.2 of the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on December19, 2007. 10.22* Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007)is hereby incorporated by reference to Exhibit10.6 of the Registrants Form10-Q for the quarter ended July31, 2007. 10.23* Form of Restricted Stock Unit Award Agreement pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) is incorporated by reference to Exhibit 10.21 of the Registrants Form10-K for the period ended October31, 2014. 10.24* Toll Brothers, Inc. Stock Incentive Plan for Non-Executive Directors (2016) is hereby incorporated by reference to Annex A to the Registrants definitive proxy statement on Schedule 14A for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 2, 2016. 10.25* Form of Non-Qualified Stock Option Grant (Non-Executive Directors), is hereby incorporated by reference to Exhibit10.26 of the Registrants Form10-K for the year ended October31, 2016. 10.26* Form of Restricted Stock Unit Agreement (Non-Executive Directors), is hereby incorporated by reference to Exhibit10.27 of the Registrants Form10-K for the year ended October31, 2016. 10.27* Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2019. 10.28* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan.** 10.29* Form of Restricted Stock Unit Agreement pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan.** 10.30* Form of Restricted Stock Unit Agreement (Performance Based) pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan.** 10.31* Form of Restricted Stock Unit Agreement (Total Shareholder Return Performance Based), pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan.** 10.32* Toll Brothers, Inc. Senior Officer Bonus Plan is hereby incorporated by reference to Annex A to the Registrants definitive proxy statement on Schedule14A for its 2015 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 30, 2015. 10.33* Toll Brothers, Inc. Supplemental Executive Retirement Plan, as amended effective as ofOctober 29, 2019, is hereby incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2019. 10.34* Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November1, 2008, is incorporated by reference to Exhibit10.45 of the Registrants Form10-K for the period ended October31, 2008. 10.35* Amendment Number 1 dated November1, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November1, 2008, is incorporated by reference to Exhibit10.40 of the Registrants Form10-K for the period ended October31, 2010. 10.36* Amendment Number 2 dated December30, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November1, 2008 is incorporated by reference to Exhibit10.28 of the Registrants Form10-K for the period ended October31, 2014. 10.37* Amendment Number 3 dated December22, 2011 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November1, 2008, is incorporated by reference to Exhibit10.29 of the Registrants Form10-K for the period ended October31, 2014. 10.38* Toll Bros., Inc. Nonqualified Deferred Compensation Plan, amended and restated effective as ofDecember 31, 2014, is incorporated by reference to Exhibit10.1 of the Registrants Form10-Q for the quarter ended January31, 2015. 10.39* Toll Brothers, Inc. Executive Severance Plan, is hereby incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2019. 10.40* Form of Indemnification Agreement between the Registrant and the members of its Board of Directors, is hereby incorporated by reference to Exhibit10.1 to the Registrants Current Report on Form8-K filed with the Securities and Exchange Commission on March17, 2009. 10.41* Advisory and Non-Competition Agreement between the Registrant and Robert I. Toll, dated as of October 17, 2018, is hereby incorporated by reference to Exhibit 10.34 to the Registrants Form 10-K for the year ended October 31, 2018. 10.42* Advisory and Non-Competition Agreement Extension between the Registrant and Robert I. Toll, dated as of October 29, 2019, is hereby incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2019. 21** Subsidiaries of the Registrant. 23** Consent of Ernst & Young LLP, Independent Registered Public Accountant. 31.1** Certification of Douglas C. Yearley, Jr. pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Martin P. Connor pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Douglas C. Yearley, Jr. pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Martin P. Connor pursuant to Section906 of the Sarbanes-Oxley Act of 2002.