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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the Toll Brothers, Inc. Senior Officer Bonus Plan

On March 17, 2010, at the 2010 Annual Meeting of Stockholders of Toll Brothers, Inc. (the “Company”), the Company’s stockholders approved the Toll Brothers, Inc. Senior Officer Bonus Plan (the “Bonus Plan”). The Bonus Plan replaces the Toll Brothers, Inc. Executive Officer Cash Bonus Plan, which was approved by the Company’s stockholders in 2005.

The Bonus Plan is administered by the Executive Compensation Committee of the Board of Directors and its participants are those officers of the Company designated by the Executive Compensation Committee from time to time. The Executive Compensation Committee has designated Zvi Barzilay, Joel H. Rassman and Douglas C. Yearly, Jr. as participants in the Bonus Plan for the Company’s fiscal year ending October 31, 2010. The Bonus Plan is effective for the Company’s fiscal year ending October 31, 2010 and shall continue unless and until terminated by the Board of Directors.

The Bonus Plan provides that an award may be paid to any participant in the Bonus Plan based on such participant’s achievement of pre-established performance goals, which shall be established by the Executive Compensation Committee based on one or more of the business criteria set forth in the Bonus Plan and in accordance with the requirements of Section 162(m) of the Internal Revenue Code. No award may exceed $8.5 million (the “Award Cap”) and in no event will the maximum aggregate amount payable to any participant with respect to awards which have performance periods which end in the same fiscal year exceed two times the Award Cap.

The Bonus Plan is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A in connection with the Company’s 2010 Annual Meeting of Stockholders held on March 17, 2010. The foregoing description of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus Plan, a copy of which is incorporated by reference in Exhibit 10.1 to this Current Report on Form 8-K.

Retirement of Director

Effective as of March 17, 2010, Roger S. Hillas has retired from the Company’s Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on March 17, 2010 (“Annual Meeting”). There were 165,293,308 shares of common stock eligible to vote at the meeting. The results of voting were as follows:

1. Election of Directors:

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2. The ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year.

3. The approval of the protective amendment to the Company’s Second Restated Certificate of Incorporation to restrict certain transfers of common stock in order to preserve the tax treatment of the Company’s net operating losses and unrealized tax losses.

4. The approval of the Toll Brothers, Inc. Section 382 Rights Agreement.

5. The approval of the Toll Brothers, Inc. Senior Officer Bonus Plan.

6. A stockholder proposal requesting that the board of directors adopt a policy that the chairman of the board be an independent director who has not previously served as an executive officer of the Company.

7. A stockholder proposal requesting that the board of directors adopt quantitative goals for reducing greenhouse gas emissions from the Company’s products and operations and report to shareholders on its plans to achieve these goals.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c). Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K:

SIGNATURES

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

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