8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 31, 2011

STANDARD PACIFIC CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10959	33-0475989
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26 Technology Drive Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 789-1600

Not Applicable

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

1.

Jeffrey J. McCall, 39, was appointed Executive Vice President and Chief Financial Officer of the Company, effective June 1, 2011.  Mr. McCall has served as Chief Financial Officer-Americas for REGUS plc (FTSE:RGU), the world’s largest provider of serviced offices, since 2004.  From 2003 to 2004, Mr. McCall served as Chief Financial Officer and Executive Vice President of HQ Global Workplaces, Inc. until its acquisition by REGUS plc. Prior to that, Mr. McCall was a principal with Casas, Benjamin & White, LLC, a boutique financial advisory services firm, since 1998.  Mr. McCall received his MBA from the University of Chicago in 2000. Mr. McCall’s employment letter with the Company provides that he will receive (i) a base salary of $550,000; (ii) a signing bonus of  $600,000; (iii) 1.3 million non-qualified stock options with an exercise price equal to the Company’s closing price on the date of grant, June 1, 2011, vested 25% upon issuance, with an additional 25% vesting on each of the first three anniversaries of the grant date; (iv) a bonus payable 50% in cash and 50% in common stock for the year ending December 31, 2011 equal to 0.75% of the Adjusted EBITDA (as defined) of the Company, pro-rated for that portion of the year in which Mr. McCall is actively employed by the Company; (v) the reimbursement of relocation expenses associated with Mr. McCall relocating his family from Chicago to Southern California, including a housing allowance of $15,000 per month payable for up to eight months; and (vi) if his employment is terminated by the Company without cause or by Mr. McCall for good reason prior to December 31, 2013, severance consisting of (x) a $1.1 million cash payment, (ii) the vesting of any tranche of his stock option grant that would have otherwise vested within the twelve month period following the date of termination of employment, and (iii) twelve months of COBRA premiums.  In addition, if Mr. McCall's employment is terminated in connection with the acquisition of the Company, he will be entitled to a pro-rated bonus for the portion of the year in which the Company was acquired that he was actively employed. A copy of Mr. McCall’s employment letter is attached hereto as Exhibit 10.1.

2.

John M. Stephens resigned from his position as Senior Vice President and Chief Financial Officer of the Company, effective June 1, 2011.  Attached hereto as Exhibit 10.2 is the Retirement and Transition Services Agreement the Company entered into with Mr. Stephens. The Agreement provides Mr. Stephens with (i) a lump sum payment of $430,000; (ii) the vesting of Mr. Stephens remaining unvested stock options that Mr. Stephens may exercise for a period of 90 days following June 30, 2011; (iii) up to twelve months of COBRA premiums ; and (iv) eligibility to receive a discretionary bonus of up to 0.26% of the Company’s Adjusted EBITDA (as defined) for the six month period ended June 30, 2011 (payable when the Company’s other executive officers are paid incentive compensation for 2011).  The agreement also contains, among other things, customary non-disclosure, non-solicitation, and general release provisions.  A copy of Mr. Stephen’s agreement is attached hereto as Exhibit 10.2.

A copy of the press release announcing the events described above is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1   Jeffrey J. McCall Employment Letter

10.2   John M. Stephens Retirement and Transition Services Agreement

99.1   Press release, dated May 31, 2011, announcing management changes 

SIGNATURES

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

Date: June 3, 2011

STANDARD PACIFIC CORP.
By:	/s/ Kenneth L. Campbell
	Kenneth L. Campbell Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
10.1	Jeffrey J. McCall Employment Letter
10.2	John M. Stephens Retirement and Transition Services Agreement
99.1	Press Release Announcing Management Changes

EX-10.1

Exhibit 10.1

EMPLOYMENT LETTER

EMPLOYEE: Jeff McCall                                                                                       DATE: May 3, 2011

Dear Jeff:

This letter will serve to confirm Standard Pacific’s arrangement with you for employment with Standard Pacific or its subsidiary (the “Company”).  Set forth below are the principal points of our offer of employment, contingent upon the conditions we note below:

Employer:	Standard Pacific Corp.
Employment Commencement Date:	Expected June 6, 2011 (no later than June 30, 2011)
Position:	EVP & Chief Financial Officer
Supervisor:	Ken Campbell, Chief Executive Officer
Annual Salary:	$550,000, payable semi-monthly
Signing Bonus:	$600,000 (payable if you are an employee of the Company 30 days after your employment commencement date)
Stock Option Grant:	1,300,000 non-qualified stock options
	Strike Price:	Closing price on grant date (which will be your employment commencement date)
	Term:	7 years
	Vesting:	25% on issuance; 25% on each anniversary of issuance if you remain an employee through such date
	Plan:	Granted from 2008 Plan Standard Terms & Conditions apply

2011 Incentive Compensation

For the year ended December 31, 2011, you will receive the following incentive compensation (collectively, the "Incentive Compensation"):

a.   Adjusted EBITDA Bonus. An incentive bonus under the Company’s 2008 Equity Incentive Plan equal to 0.75% of the Adjusted EBITDA of the Company for the year ended December 31, 2011, prorated for the portion of 2011 that you are actively employed by the Company.

b.   Definition of Adjusted EBITDA. “Adjusted EBITDA” means net income (loss) before (a) income taxes, (b) homebuilding interest expense, (c) expensing of previously capitalized interest included in cost of sales, (d) expensing of previously capitalized interest included in income (loss) from unconsolidated joint ventures, (e) impairment charges, (f) restructuring charges, (g) (gain) loss on early extinguishment of debt, (h) depreciation and amortization, (i) amortization of stock-based compensation, and (j) cash incentive compensation expense, but after the amortization of impairments recorded subsequent to December 31, 2010, less $10.085 million (representing all remaining unamortized impairments for periods ending on or prior to December 31, 2010).  For purposes of calculating the amortization of impairments recorded subsequent to December 31, 2010, any such impairments will be straight-lined over the two fiscal years ended December 31, 2011 and 2012.

c.   Timing of Payment.The Incentive Compensation will be paid 50% in cash and 50% in restricted Company common stock.  The common stock will be issued pursuant to the Company’s then form Share Award Agreement and will be subject to a restriction on transfer which will lapse with respect to one-third of the total number of shares issued to you on each of the first three anniversaries of the date of issuance.  The Incentive Compensation will be paid to you on the date determined by the Compensation Committee of the Board of Directors following approval of the Company’s financial statements by the Company’s Audit Committee and the approval of the calculation of the amount of the Incentive Compensation by the Compensation Committee.

d.   Termination of Employment.You will not be entitled to all or any portion of the Incentive Compensation if your employment terminates for any reason or no reason on or prior to December 31, 2011.

e.   Accounting Records.  For purposes of all computations under this letter, the accounting records maintained by the Corporate accounting staff covering the Company’s activities, the application of all accounting principles and rules by the Corporate accounting staff, and all determinations and calculations made by the Corporate accounting staff, will be conclusive and binding absent manifest error

f.   Recoupment of Incentive Compensation.You acknowledge and agree that if the Company restates its financial results, the Company will review the Incentive Compensation paid to you hereunder to determine whether the payment of any such compensation was based, in whole or in part, on reported financial results that were subsequently modified as a result of the restatement.  If the Company determines you would have received a lower amount of compensation than you were otherwise paid based upon the restated financial results, you will, promptly following receipt of written notice from the Company’s Board of Directors (whose determination of the amount of any overpayment made to you shall be final absent manifest error), repay to the Company the amount by which the board has indicated to you in writing that you have been overpaid.  Notwithstanding the foregoing, the board (i) will not seek to recoup compensation paid hereunder if it is paid more than three years prior to the date the applicable restatement is publicly disclosed, and (ii) will not seek to recoup compensation from you if it determines, in its sole discretion, that fraud or misconduct by you was not a contributing factor to the restatement.

g.   Prohibition on Transfer.You may not transfer all or any portion of your Incentive Compensation prior to actual payment.

For the years ended December 31, 2012 and 2013, your targeted percentage of Adjusted EBITDA will remain at 0.75%.

Relocation Expenses

The Company will reimburse you for the following costs associated with relocating your primary residence from Chicago to Southern California (and will “gross-up” the amounts paid to you, to the extent you will have to recognize payments as income, so that the costs to be paid by the Company and described below are ultimately “neutral” to you):

1.   All usual and customary realtor commissions paid by you in connection with the sale of your Chicago primary residence;

2.   All reasonable and customary housing costs up to $15,000 per month (not to be “grossed up”), not to exceed 8 months (terminates early if Chicago primary residence sold prior to 8 months);

3.   Reasonable house hunting trip expenses (up to 4 trips for you, your wife and children) from Chicago to Southern California; and

4.   All of the reasonable and customary costs associated with relocating the belongings contained in your Chicago primary residence to your Southern California primary residence (provided, that, for the avoidance of doubt, air travel reimbursement shall be limited to regular commercial airline flights and the relocation of belongings will be by usual and customary ground relocation services).

You agree to promptly repay to the Company all relocation expenses (including “gross-up” amounts) expended by the Company should you voluntarily terminate your employment with the Company prior to the date that is 12 months following your employment commencement date.

Severance

If your employment with the Company is terminated without “cause” or for “good reason” (each as defined below) prior to December 31, 2013, you will be entitled to receive: (i) $1,100,000 in cash, (ii) vesting of any tranche of your Stock Option Grant that would have vested had you been employed by the Company for the twelve month period following the date on which your employment is terminated,  (iii) twelve (12) months of paid COBRA health insurance benefits, and (iv) if the termination of your employment is also the result of the acquisition of the Company, a pro-rated bonus for the portion of the year in which you were actively employed by the Company.  The receipt of these payments and benefits is contingent upon your execution of the Company’s severance and release agreement.

For purposes of this letter:

• “Cause” shall mean the occurrence or existence of any of the following with respect to you:  (a) your conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdictions for any crime involving moral turpitude or any felony punishable by imprisonment in the jurisdiction involved; (b) your willful engaging in dishonest or fraudulent actions or omissions which results directly or indirectly in any material demonstrable financial or economic harm to the Company of its affiliates; (c) your willful breach or willful and habitual neglect of your material duties, and such breach or neglect remains uncured for a period of forty-five (45) days after written notice from the Company; (d) your repeated non-prescription use of any controlled substance which in the Company’s reasonable determination renders you unfit to serve in your capacity as an officer or employee of the Company or its affiliates; (e) your physical destruction of substantial property or assets of the Company or its affiliates; or (f) your engaging in willful and serious misconduct which is injurious to the Company.

• “Good Reason” shall mean (a) you no longer report directly to the Chief Executive Officer and no longer hold the Chief Financial Officer title, or (b) you are required to relocate your current primary office

more than 35 miles from Irvine, California without your consent.  In order to receive severance for “good reason”, you must resign your employment within sixty (60) days of becoming aware of the facts or circumstances constituting “good reason.”

Compensation & Separation From Employment

Except for the severance described above and the payment of your 2011 pro-rated incentive compensation if you remain an employee of the Company through December 31, 2011, all rights to compensation (including any salary or bonus listed above) terminate upon separation from employment.  Except for your 2011 pro-rated incentive compensation which will be paid to you if you remain an employee of the Company through December 31, 2011, absent a written agreement between you and the Company to the contrary (which must be signed by Standard Pacific’s Chief Executive Officer or Corporate Senior Vice President of Human Resources), you will not be entitled to all or any bonus or other incentive compensation which is not paid in the ordinary course of business prior to your separation from the Company.  You acknowledge that the severance described above is being provided to you in part in lieu of any such bonus or incentive compensation.

Benefit Plans and Company Policies and Procedures

A description of the Company’s current benefit plans, the new employee packet, and the Company’s Employee Manual (all of which are subject to review and change from time to time at the sole discretion of the Company), will be provided to you upon commencement of employment.  It is a condition to your employment with the Company that you agree to comply with all of the Company’s policies and procedures as in effect from time to time, including the policies and procedures set forth in the Employee Manual.  The terms of the Company’s vacation policy as defined in the Employee Manual will apply to you (as an Executive Officer of the Company you do not accrue vacation time but are permitted to take vacation as you deem appropriate consistent with the Company’s business needs).

Code of Business Conduct and Ethics

A copy of Standard Pacific’s Code of Business Conduct and Ethics (the “Code”), which is also contained in the Employee Manual, has been provided to you with this letter.  Among other things, the Code provides that Company employees should not be, or appear to be, subject to influences, interests or relationships that conflict with the best interests of the Company.  Section 7 of the Code in particular provides that Company employees and members of their Extended Families (as defined in the Code) may not engage in activities that compete (or appear to compete) with the Company without first obtaining “Required Approval” as provided by the Code.  Unless “Required Approval” is obtained, Company employees and members of their Extended Families may not engage in for profit, or hold any ownership interest in (whether active or passive), consult with, or otherwise work for, a business (other than the Company) engaged in homebuilding, land development, land acquisition, real estate brokerage, real estate sales, mortgage lending, title insurance or escrow services.  Our offer of employment to you is contingent upon (i) your disclosure to us in writing of all actual and potential conflicts of interest you might have with Standard Pacific (please complete and return the “Code of Business Conduct and Ethics Disclosure Certificate” attached to this letter), and (ii) either (A) your divestiture of the conflict or (B) the Company’s decision to grant “Required Approval” for the continuation of the conflict activity.  The Company may decide to grant or deny “Required Approval” in its sole discretion, for any reason or no reason, and this letter shall not constitute an offer of employment to you until such time as the condition described in the previous sentence is satisfied in full (you have no conflicts or Standard Pacific has provided “Required Approval”).

In addition, you may not begin employment with the Company until such time as you have certified to us in writing that you have discontinued your employment, engagement, consulting or other active participation in all other businesses; provided, that  you may remain a passive investor, but will not be named in any prospectus or otherwise participate in the marketing or management of, any fund.  If the Company does not receive your certification on or prior to June 30, 2011 this offer will lapse and you will not be entitled to any of the compensation described in this letter.

At-Will Employment

This letter will also serve to confirm that you understand that your employment with the Company is voluntarily entered into and you are free to resign at any time, for any reason or no reason, with or without cause.  Similarly, the Company has the right to terminate its employment relationship with you at any time, for any reason or no reason, with or without cause.  This means you are an “at-will” employee and are not being hired for a specific term of employment.  This employment status can be modified only through an express written modification signed by you and any of the following Standard Pacific corporate officers:  Chief Executive Officer or Corporate Senior Vice President of Human Resources.  This provision may not be modified orally.

Arbitration of Disputes

The Company's goal is to quickly resolve any disputes that may arise with its employees.  Therefore,  all disputes, disagreements, claims or controversies between you and the Company, including those which relate in any manner to this letter or your employment with the Company or the termination thereof, including, but not limited to, claims of harassment, discrimination, wrongful termination, defamation, fraud, infliction of emotional distress or other claims under any federal, state, or local law (excluding unemployment, workers' compensation claims and claims under any Company benefit plan which provides its own arbitration procedure), shall be resolved exclusively by final and binding arbitration before a single arbitrator who is a retired judge in accordance with the then existing JAMS Employment Arbitration Rules and Procedures .  If JAMS is unavailable, the parties will use another mutually agreed upon private dispute resolution service.   The parties shall pay their own costs of arbitration; provided, however, that this is a national agreement and so the Company will pay such costs of arbitration if required to do so by applicable law (such as, in certain cases, in California) to make this agreement enforceable or if required to do so by the rules of the private arbitration service in effect at the time of the dispute.  By agreeing to arbitrate, you and the Company are waiving their rights to a jury trial in court.  Unless otherwise agreed to by the parties, the arbitration shall be held in the principal city in the federal judicial district where you were employed when the dispute first arose.  The arbitrator shall apply the law of the state where you were employed at the time the dispute first arose.  Any action to enforce this Agreement to arbitrate or to enforce or vacate the arbitration award shall be governed by the Federal Arbitration Act.  Any request for arbitration must be made within one year of the date on which the dispute first arose unless a longer period of time for bringing such a claim is provided by law.  The parties shall be entitled to conduct adequate discovery and to obtain all remedies available to the parties as if the matter had been tried in court.  The arbitrator shall issue a written decision which provides the findings and conclusions on which the award is based.  The decision of the arbitrator shall be final and binding on all parties, and may be entered as a judgment by any party with any federal or state court of competent jurisdiction.  All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential. The parties will have the right to seek relief in the appropriate forum to prevent any actual or threatened breach of this provision. The parties further agree that if any portion of this employment letter is deemed unenforceable, all of the remaining provisions shall be fully effective.

Entire Agreement

This letter contains the entire understanding between you and the Company and supercedes and replaces all prior and contemporaneous oral or written agreements, understandings and discussions concerning your employment with the Company.  Your signature below confirms that nothing has been promised or represented to you except as specifically set forth in this letter. No provision of this Agreement may be amended or modified except by a writing signed by you and any of the following Standard Pacific corporate officers:  Chief Executive Officer or Corporate Senior Vice President of Human Resources.

Signed by:  EMPLOYER		Accepted by:  EMPLOYEE
Standard Pacific Corp.		Jeff McCall
By:	/s/ Ken Campbell	/s/ Jeff McCall
	Ken Campbell, Chief Executive Officer	Signature
Date:	May 4, 2011	Date:	May 4, 2011

EX-10.2

Exhibit 10.2

RETIRMENT AND TRANSITION SERVICES AGREEMENT

This Retirement and Transition Services Agreement (“Agreement”) is entered into as of June 1, 2011, by and between John M. Stephens, an individual (“Executive”), and Standard Pacific Corp., a Delaware corporation (“Company”).

WHEREAS, Executive has served as a Senior Vice President and Chief Financial Officer of the Company;

WHEREAS, Executive has decided to retire from his position with the Company;

WHEREAS, in connection with his retirement, the Company has requested, and Executive has agreed to provide, certain transition services to the Company; and

NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained in this Agreement, the Company and Executive agree as follows:

1)   Resignation. Executive hereby confirms his resignation as Senior Vice President and Chief Financial Officer of the Company, effective June 1, 2011.  In addition, Executive also hereby confirms his resignation from all positions held as an employee, officer or director of any affiliate of the Company as of such date.  Executive shall remain an employee of the Company, entitled to salary and benefits at their current levels, through June 30, 2011, on which date his employment with the Company shall terminate (the “Effective Date”).

2)   Transition Services. Executive shall remain available to Company management to consult and discuss any transitional issues related to his position through December 31, 2011.

3)   Payments.Within two (2) days following the later of (i) the Effective Date and (ii) the expiration of the waiting period described in Section 13, the Company shall pay to Executive a single cash lump sum payment (less applicable taxes and withholdings), in the amount of Four Hundred Thirty-Thousand dollars ($430,000.00). The amount shall be considered “wages” for purposes of the Internal Revenue Code and the Company shall issue a Form W-2 with respect to such payment.  In addition, Executive shall be eligible for a discretionary bonus of up to .26% of the Adjusted EBITDA (as defined for purposes of the Company’s incentive compensation program for 2011) of the Company for the six month period ending June 30, 2011.  The discretionary bonus, if any, shall be paid at the same time as incentive compensation is paid to the Company’s other executive officers for calendar year 2011, but no later than March 15, 2012.

4)   Perquisites; Benefits; Business Expenses.

a)   Termination of all Benefits other than COBRA.  All perquisites and employee benefits, and Executive’s participation in all employee benefit programs of the Company shall terminate on the Effective Date, except that the Company shall reimburse Executive for his monthly COBRA payments for himself and his covered and eligible dependents for a period of twelve (12) months commencing July 1, 2011, provided he exercises his right to continue his insurance pursuant to COBRA.  The reimbursements shall only be for the cost of medical, vision and dental insurance premiums, and shall not include costs for life insurance or any other programs.  Executive acknowledges that he has received notice of his rights to benefits under COBRA. Notwithstanding the foregoing, if Executive becomes eligible for similar medical, vision and dental insurance coverage through a future employer prior to the expiration of the twelve month COBRA reimbursement period, Executive’s right to reimbursement for COBRA payments shall terminate on the first day of such eligibility.

b)   Return of Company Property.On the Effective Date, Executive’s privileges under all Company credit cards will cease and Executive will be obligated to return to the Company all property of the Company, except that Executive shall be entitled to retain his cellular telephone/blackberry and to transfer his cellular telephone number to his personal account with the service provider of his choice.

c)   Payout of Accrued Unused Vacation Time.  On the Effective Date, Executive shall be entitled to receive payment (less applicable taxes and withholdings) of Executive’s accrued unused vacation.  The parties agree that this amount shall be paid, less applicable taxes and withholding on June 30, 2011.

d)   Stock Options. All of the unvested stock options held by Executive shall vest on the later of (i) the Effective Date and the date on which the revocation period described in Section 13 expires.  Executive acknowledges that he shall have a period of ninety (90) days following the Effective Date to exercise his stock options and that any stock option that remains unexercised following such period shall expire.

e)   Reimbursement of Business Expenses.  Executive shall be entitled to receive reimbursement for all properly documented business expenses incurred prior to the Effective Date.  Executive agrees to submit proper documentation of all such expenses no later than July 31, 2011. The Company shall provide reimbursement within 30 days of receipt of Executive’s properly documented business expenses

5)   Withholding and Taxes; No Reliance. All amounts required to be paid by the Company hereunder shall be subject to any and all applicable withholdings, including any withholdings for any related federal, state or local taxes. Executive shall be responsible for any and all income taxes or other taxes incurred by Executive as a result of his receipt of any compensation from the Company pursuant to the terms of this Agreement. Executive represents and warrants that he has not relied upon any advice whatsoever from the Company or its representatives as to the taxability of amounts payable hereunder.  Executive acknowledges that he is solely responsible for his own tax obligations or consequences arising from or relating to the payment of all such amounts.

6)   Confidentiality; Non-Solicitation.

a)   Confidentiality. Executive acknowledges that in the course of his employment with the Company, certain factual and strategic information specifically related to the Company and its affiliates has been disclosed to him in confidence (“Company Information”). Executive agrees to keep such Company Information confidential, not to make use of such information on his own behalf or for any other purpose.  In addition, Executive agrees to keep the negotiations related to this Agreement and its terms confidential, but acknowledges that a copy of this Agreement will be filed by the Company with the Securities and Exchange Commission.

b)   Non-Solicitation. Without the prior written consent of the Company, for a period of one (1) year following the Effective Date, Executive shall not, directly or indirectly, entice or solicit or seek to induce or influence any person who is an employee or consultant of the Company or any of its affiliates, to leave their employment or engagement with the Company or any of its affiliates.

c)   Equitable Relief. Executive agrees that his violation, or threatened violation, of subsections (a)-(b) above would cause irreparable damage to the Company and its affiliates. The Company shall be entitled to seek an injunction prohibiting Executive from any such violation or threatened violation

7)   Release of Claims.

a)   Release by Executive. Except as prohibited by law, Executive, on behalf of himself and his successors and assigns does hereby forever release, discharge and acquit the Company and its subsidiaries, divisions, affiliates, and their respective predecessors in interest, members, partners, principals, shareholders, directors, officers, agents, employees, and representatives, and the successors and assigns of each of them (each a “Company Released Party”), from any and all charges, complaints, claims, demands, obligations, promises, agreements, damages, actions, causes of action, suits, rights, costs, losses, debts, expenses (including attorneys’ fees and costs), liabilities, and indebtedness, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, arising from, under or related to, Executive’s employment, retention or other relationships with the Company or its affiliates, the separation of that employment or any event, act or omission arising on or before the date of this Agreement including, but not limited to, (1) any claim for salary, bonus, severance pay, or other compensation, and (2) any claim for non-vested benefits under any employee benefit plan, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity (the “Company Released Matters”).The Company Released Matters shall not include any claims for any of the following: (i) indemnification and defense as an officer, employee or agent under applicable law, charter document or the indemnification agreement between the Company and Executive (the “Indemnification Agreement”), (ii) the parties’ rights under this Agreement, (iii) Executive’s vested rights under the Company’s 401(k) plan, (iv) Executive’s right to workers’ compensation or unemployment benefits, (v) Executive’s rights with respect to coverage under the Company’s directors and officers insurance policy. For the avoidance of doubt, the releases contained herein shall not be construed to limit Executive’s rights to the advancement of expenses provided under applicable law, the Company’s charter documents or the Indemnification Agreement.

b)   Release Final. Executive acknowledges and agrees that the releases made herein constitute final and complete releases of the Company Released Parties with respect to all Released Matters, and that by signing this Agreement, Executive is forever giving up the right to sue or attempt to recover money, damages or any other relief from the Company Released Parties for all claims he has or may have with respect to the Released Matters (even if any such claim is unforeseen as of the date hereof).

c)   Release of Unknown Claims Included.  Executive represents and warrants that he understands California Civil Code Section 1542, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Executive, being aware of Section 1542, hereby expressly waives any and all rights he may have thereunder as well as under any other statute or common law principles of similar effect under the laws of any state or the United States. This Agreement shall act as a release of all claims that may arise from the Company Released Matters, whether such claims are currently known or unknown, foreseen or unforeseen including, without limitation, any claims for damages resulting from the acts or omissions which occurred on or before the date of this Agreement.

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Company Released Parties, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Company Released Matters which he does not know or suspect to exist in his favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of all such Company Released Matters.

8)   No Claims.  Executive represents and warrants that he has not instituted any complaints, charges, lawsuits or other proceedings against any Company Released Parties with any governmental agency, court, arbitration agency or tribunal. Executive further agrees that he will not, directly or indirectly, (i) file, bring, cause to be brought any complaint, charge, lawsuit or other proceeding or action against any Company Released Parties at any time hereafter for any Company Released Matters, or (ii) defend in whole or in part any action, proceeding or suit brought to enforce any rights or obligations set forth in this Agreement, on the grounds that any or all of the terms or provisions of this Agreement are illegal, invalid, not binding, unenforceable or against public policy, except that this section shall not apply to the right to file, join or participate in, or provide any assistance in connection with a charge or complaint with the Equal Employment Opportunity Commission.

9)   Advice of Counsel. Executive represents and agrees that he fully understands his right to discuss, and that the Company has advised him to discuss, all aspects of this Agreement with his private attorney, that he has carefully read and fully understands all the provisions of the Agreement, that he understands its final and binding effect, that he is competent to sign this Agreement, and that he is voluntarily entering into this Agreement.

10)   Acknowledgment. Executive represents and agrees that in executing this Agreement he is relying solely upon his own judgment, belief and knowledge, and the advice and recommendations of any independently selected counsel, concerning the nature, extent and duration of his rights and claims. Executive acknowledges that no other individual has made any promise, representation or warranty, express or implied, not contained in this Agreement, to induce Executive to execute this Agreement. Executive further acknowledges that he is not executing this Agreement in reliance on any promise, representation, or warranty not contained in this Agreement.

11)   Compromise Settlement of Claims.This Agreement is a compromise settlement of the Company Released Matters.  This Agreement does not constitute an admission of liability on the part of any party, nor an admission, directly or by implication, that any party has violated any law, rule, regulation, contractual right or any other duty or obligation.  This Agreement is entered into voluntarily by Executive and the Company of their own free will and accord without any coercion or duress whatsoever, including for the purpose of avoiding the costs, risks and hazards of litigation, and to settle all Company Released Matters in a final and binding manner.

12)   Miscellaneous.

a)   Binding on Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company and shall inure to the benefit of and be binding upon Executive’s heirs, executors, administrators, successors and assigns.

b)   Severability. Should any provision of this Agreement be found, held, declared, determined, or deemed by any arbitrator or court of competent jurisdiction to be void, illegal, invalid or unenforceable under any applicable statute or controlling law, the legality, validity, and enforceability of the remaining provisions will not be affected and the illegal, invalid, or unenforceable provision will be deemed not to be a part of the Agreement.

c)   Arbitration. Executive and the Company acknowledge and agree that any dispute regarding the application, interpretation or breach of this Agreement will be subject to final and binding arbitration before a single arbitrator who is a retired judge with JAMS/Endispute and in accordance with JAMS/Endispute’s rules for the resolution of employment disputes. Attorneys’ fees, costs and damages (where appropriate) shall be awarded to the prevailing party in any dispute, and any resolution, opinion or order of the arbitrator may be entered as a judgment of a court of competent jurisdiction. This Agreement shall be admissible in any proceeding to enforce its terms.

d)   Governing Law. This Agreement shall be construed and interpreted in accordance with California law.

e)   Entire Agreement. This Agreement contains the entire agreement and understanding between Executive and the Company regarding the matters set forth herein and replaces all prior agreements, arrangements and understandings, written or oral.  Neither Executive nor the Company shall be bound or liable for any representation, promise or inducement not contained in this Agreement. This Agreement cannot be amended, modified, supplemented, or altered, except by written amendment or supplement signed by Executive and the Company.

f)   Counterparts. This Agreement may be executed in counterparts, including facsimile counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective delivery of a manually executed counterpart to this Agreement.

13)   ADEA Claims; Revocation Period. Executive agrees that the consideration in this Agreement includes consideration for the release of any claim of age discrimination under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §§ 621-634) (the “ADEA”).  Executive acknowledges that the Company has advised him that he may consult with an attorney of his choosing prior to signing this Agreement and that he has no less than twenty-one (21) days during which to consider the provisions of this Agreement, although he may sign and return it sooner.  Executive understands that he has a period of seven (7) calendar days after the date that he signs this Agreement to revoke this Agreement by having his legal counsel deliver a written notification in person, by messenger or by email addressed to the Company: 26 Technology, Irvine, CA 92618, Attn:  John P. Babel, SVP, General Counsel and Secretary, email: jbabel@stanpac.com.  This Agreement shall not become effective or enforceable until the expiration of this revocation period.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PLEASE READ CAREFULLY.  THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

EXECUTIVE
DATED:	June 1, 2011	/s/ John M. Stephens
		John M. Stephens
STANDARD PACIFIC CORP.
DATED:	June 1, 2011	/s/ Ken Campbell
		Ken Campbell, CEO

EX-99.1

Exhibit 99.1

News Release

Standard Pacific Corp. Names Jeffrey J. McCall Chief Financial Officer

and Executive Vice President

IRVINE, CALIFORNIA, May 31, 2011, Today, Standard Pacific Corp. (NYSE: SPF) announced that Jeffrey J. McCall is joining the Company as Chief Financial Officer and Executive Vice President, effective June 1, 2011. McCall will report to Chief Executive Officer Ken Campbell.

“Having worked with Jeff in the past, I know firsthand the unique perspective from beyond the homebuilding industry that he will bring to our company as we continue to navigate the current market environment,” said Campbell. “His ability to translate his extensive financial expertise into actionable business strategies will uniquely position our company for further success.”

Most recently, McCall served as Chief Financial Officer -Americas with REGUS plc, the world’s largest provider of workplace solutions. During his seven years with REGUS, he was responsible for the financial, strategic and operating direction for the Americas region, which includes 500 locations in 15 countries. In 2004, REGUS acquired HQ Global Workplaces, Inc., where McCall served as Chief Financial Officer and Executive Vice President.  Earlier in his career, McCall served as a Principal at Casas, Benjamin & White, LLC, a leading boutique financial advisory services firm specializing in middle market mergers, acquisitions, divestitures, restructurings and private equity investments.

McCall will replace John Stephens, who is leaving the Company to pursue new professional opportunities. “John has been an integral part of the transformation of Standard Pacific Homes from a company that many had counted out of the game to one of the leaders in our industry,” said Campbell. “He led the recent refinancing of over $1.3 billion of our near-term debt and procured our $210 million unsecured revolving credit facility, positioning the Company for years of growth to come. We wish John all the best.”

About Standard Pacific Corp.

Standard Pacific, one of the nation’s largest homebuilders, has built homes for more than 113,000 families during its 45-year history. The Company constructs homes within a wide range of price and size targeting a broad range of homebuyers. Standard Pacific operates in many of the largest housing markets in the country with operations in major metropolitan areas in California, Florida, Arizona, the Carolinas, Texas, Colorado and Nevada. For more information about the Company and its new home developments, please visit our website at: www.StandardPacificHomes.com.

Contact:

Wendy Marlett, Chief Marketing Officer and EVP, Sales, Marketing and Communications

(949) 789-1616, wmarlett@stanpac.com