POLICY FOR COMPENSATION OF OUTSIDE DIRECTORS



 






EXHIBIT 10.30




	 	 	 
	

	 	4000 Hollywood Blvd., Suite 500-N

Hollywood, FL 33021

(954) 364-4000 (main voice)

(954) 364-4037 (fax)






 




 










POLICY FOR COMPENSATION

OF OUTSIDE DIRECTORS




 




 




 




 




 




	 	 	 	 	 	 
	 	Department: Legal

	 	 	Policy Number: 007

Policy Owner: Patricia M. Petersen	 
	 	Frequency of Review: Annually

Date of Next Review: January 1, 2006

	 	 	Last Reviewed: March 3, 2005

Effective Date: January 1, 2005	 
	 





 









 






TECHNICAL OLYMPIC USA, INC.

Policy for Compensation of Outside Directors

Policy Effective Date: 1 January 2003





	1.0  	PURPOSE
	 
	   	In order to attract and retain the very best director talent available, the company strives
to provide a market-competitive and strategically aligned total compensation package that
reflects current market practices and trends in the U.S. for similar roles in similar
organizations.
	 
	2.0  	SCOPE
	 
	   	This policy applies to the Outside directors (each an “Outside Director”) serving on the
Board of Directors of Technical Olympic USA, Inc. (TOUSA).
	 
	3.0  	POLICY






	 	3.1  	The Board of Directors and its designees will administer the Outside Director
compensation program described and authorized by this policy. Any equity compensation
awards to Outside Directors will be administered under the terms and conditions of the
Company’s Annual and Long-Term Incentive Plan.
	 
	 	3.2  	Outside Directors shall be eligible to receive compensation consisting of the
following elements, each of which is described in greater detail in 3.2.1 to 3.2.5:






	 	•  	Annual Retainer
	 
	 	•  	Audit Committee Member Fee
	 
	 	•  	Human Resources, Compensation and Benefits Committee Member Fee
	 
	 	•  	Reimbursed Board Meeting Expenses
	 
	 	•  	Annual Equity Award






	 	3.2.1  	The Annual Retainer will be set at $60,000, and will be paid
in equal quarterly installments during each fiscal year. The amount of the
Annual Retainer will be evaluated periodically to ensure that it remains
competitive with market practices and trends in the U.S.
	 
	 	3.2.2  	The Outside Director who serves as Chairperson of the Audit
Committee shall receive an annual committee fee in the amount of $20,000
payable upon confirmation of committee assignments by the Board of Directors.
	 
	 	3.2.3  	The Outside Director who serves as Chairperson of the Human
Resources, Compensation and Benefits Committee shall receive an annual
committee fee in the amount of $10,000 payable upon confirmation of committee
assignments by the Board of Directors.




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	 	3.2.4  	All reasonable Board Meeting Expenses will be reimbursed upon
proper submission and documentation. These fees include but are not limited to
travel, accommodations, meals, telephone charges, and other related
out-of-pocket expenses.
	 
	 	3.2.5  	An Annual Equity Award will be provided during the first
quarter of each year during which the individual continues to serve as an
Outside Director. The Annual Equity Award will be valued at $60,000 and will
be delivered via either (a) Non-Qualified Stock Options (NSO’s), or (b)
Restricted Stock.






	 	(a)  	In the case of NSO’s, the NSO’s will have an
exercise price equal to the FMV of the stock on the date of grant, will
vest ratably over a 12 month period, and have a 10-year term.
	 
	 	(b)  	In the case of Restricted Stock, the
restrictions will lapse when the Director ceases to be a Director of
the Company. In the event of a declaration of cash dividends, any such
cash dividend payable with respect to the Restricted Stock shall be
paid directly to the Director holding such Restricted Stock. In the
event of the declaration of a stock split or stock dividend, the
outstanding Restricted Stock shall be adjusted in the same manner as
all other outstanding shares of Common Stock.






	 	3.3  	The Senior Outside Director (as designated by the Board of Directors) shall
also serve as Director of the Board Executive Committee. The Senior Outside Director
shall receive an Annual Retainer of $120,000, relevant Committee fees, reimbursement of
Board Meeting Expenses, and an Annual Equity Award valued at $120,000, granted in
accordance with the terms set forth in 3.2.1 to 3.2.5 above.
	 
	 	3.4  	Calculation of the Annual Equity Award levels shall be as follows:






	 	3.4.1  	In the case of NSO’s, the number of Non-Qualified Stock
Options granted will be equal to the Annual Equity Award Value divided by the
Black-Scholes Value of a single stock option. The same assumptions will be
used for this calculation of option value as is used for purposes of FAS 123
disclosure requirements.
	 
	 	3.4.2  	In the case of Restricted Stock, the number of shares granted
will be equal to the Annual Equity Award Value divided by the Fair Market Value
of the stock on the date of grant. No discounts to the fair market value will
be considered in calculating the number of Restricted Stock shares that
comprise the award.
	 
	 	3.4.3  	See Appendix A and B for illustrations of these calculations.




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	 	3.5  	The determination of whether the Annual Equity Award will be delivered via
NSO’s or Restricted Stock shall be made by election of the Outside Director.
	 
	 	3.6  	In the event of death, disability, or incapacity of an Outside Director, or a
change in control of TOUSA, such event shall cause the immediate vesting of any
non-vested NSO’s and/or the immediate lapsing of restrictions on any Restricted Stock
then held by such Outside Director.






	4.0  	POLICY CHANGES
	 
	   	TOUSA, by and through its Board of Directors, may modify this policy at any time and without
prior notice.




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APPENDIX A

SAMPLE FORMULAS




Annual Equity Award Paid in Options




	 	 	 	 	 
	Targeted Award Value


Black-Scholes Option Value

	 	=
	 	# Stock Options






Annual Equity Award Paid in Restricted Stock




	 	 	 	 	 
	Annual
Retainer Amount


FMV of Stock

	 	=
	 	# Shares






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APPENDIX B

SAMPLE CALCULATIONS




	 	 	 	 	 	 	 	 
	 	Assumptions:
	 	 	 	 	 	 
	 	Fair Market Value (FMV) of Stock
	 	 	$	10.00	 	 
	 	Black-Scholes Option Value (estimate)
	 	 	$	4.00	 	 
	 	Annual Equity Award Target Value
	 	 	$	60,000	 	 
	 





Annual Equity Award in Options







	 	 	 	 	 
	$60,000


$4.00

	 	=
	 	15,000 Stock Options







Annual Equity Award Paid in Restricted Stock




	 	 	 	 	 
	$60,000


$10.00

	 	=
	 	6,000 Shares






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APPENDIX C

SIDE BY SIDE COMPARISON OF PLANS

FOR OUTSIDE DIRECTORS




	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	FORMER PLAN
	 	 	2005 PLAN BASICS	 
	 	Annual Retainer

	 	 	$40,000*
	 	 	$	60,000*	 	 
	 	Board Meeting Fee

	 	 	None
	 	 	None
	 
	 	Audit Committee

Chairperson Fee

	 	 	None
	 	 	$	20,000	 	 
	 	Human Resources,

Compensation and

Benefits Committee

Chairperson Fee

	 	 	None
	 	 	$	10,000	 	 
	 	Reimbursed Expenses

	 	 	Board Meetings Attended
	 	 	Board Meetings Attended
	 
	 	Annual Equity Award

	 	 	$40,000* (Options or

Restricted Stock)
	 	 	$60,000* (Options or

Restricted Stock)
	 
	 





* Senior Outside Director at 2x.





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