Filed by Bowne Pure Compliance








Exhibit 10.2




Home Solutions America, Inc.

1340 Poydras Street

Suite 1800

New Orleans, LA 70112




May 29, 2008




Frank J. Fradella

1500 Dragon Street, Suite B

Dallas, Texas 75207




Re: Grant of Stock Options




Dear Frank:



We are pleased to inform you that you have been granted options (the “Options”) to purchase shares
of common stock (the “Common Stock”) of Home Solutions America, Inc. (the “Company”) as of the date
hereof (the “Grant Date”). You effectively have been granted three options, one with an
at-the-money exercise price (the “At-the-Money Option”) and two with premium exercise prices (the
“Premium Options”). The Options have not been granted under the U.S. Industrial Services, Inc.
2001 Stock Plan (the “Plan”) and shall have no effect on the number of options that may be awarded
under the Plan. However, the terms and conditions of the Plan shall apply as if the Options were
granted under the Plan, except as specifically modified hereby.



The key terms of the Options are as follows:



	 	 	 	 	 	 	 	 	 
	1.	 	Exercise Price per Share:
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	At-the-Money Option.
	 	$[closing price on the Grant Date]

	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	Premium Option 1.
	 	$1.25
	 
	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	Premium Option 2.
	 	$1.75
	 
	 	 	 	 	 	 	 	 
	2.	 	Number of Shares:
	 
	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	At-the-Money Option.
	 	[5% of outstanding]

	 
	 	 	 	 	 	 	 	 
	 

	 	(b)
	 	Premium Option 1.
	 	[2.5% of outstanding]

	 
	 	 	 	 	 	 	 	 
	 

	 	(c)
	 	Premium Option 2.
	 	[2.5% of outstanding]

	 
	 	 	 	 	 	 	 	 






 


 









 






	3.	
Vesting.
	 
	 	(a)	 	The At-the-Money Option will be immediately vested as to 60% of the shares
subject thereto, and the remaining 40% will vest on December 31, 2008.

	 
	 	(b)	 	The Premium Options will each vest as to 50% of the shares subject thereto on
the first anniversary of the Grant Date, and the remaining 50% will vest on the second
anniversary of the Grant Date.







Notwithstanding provisions (a) and (b) of this Section 3, upon the occurrence of a Change in
Control (as defined in the Plan) or termination of your employment by the Company on account
of your death or Disability (as defined in the Plan), the Options, to the extent they have
not vested but remain outstanding, shall become fully vested and exercisable.




	4.	 	Termination of the Options. The Options shall terminate on the earliest of:







	 	(a)	 	immediately upon termination of your employment if for Cause (as defined in the
employment agreement between you and the Company dated as of May [ ], 2008), or at
such time following termination of your employment for any reason, the Company
determines that it had Cause to terminate your employment;

	 
	 	(b)	 	immediately upon termination of your employment for any reason as to the
portion of each Option that did not vest prior to or upon the date of such termination;

	 
	 	(c)	 	the 91st day following the date of termination of your employment, other than
for Cause, death or Disability;

	 
	 	(d)	 	the first anniversary of the date of termination of your employment by reason
of your death or Disability;

	 
	 	(e)	 	by action of the Administrator pursuant to Section 12 of the Plan; and

	 
	 	(f)	 	the fifth anniversary of the Grant Date.







	5.	 	Repurchase/Clawback. In the event that your employment is terminated by the Company
for Cause, or following termination of your employment for any reason, the Company determines
that it had Cause to terminate your employment, and at the time of such termination or
determination, you have exercised any portion of either Option, then (i) to the extent you
have not sold or otherwise disposed of shares of Common Stock acquired upon exercise (the
“Option Shares”), the Company shall have the right, during the 30 day period following such
termination or determination, to repurchase the Option Shares from you for the exercise price
you paid, and (ii) to the extent you sold or otherwise disposed of any of the Option Shares,
you will promptly pay to the Company, upon demand therefor, an amount equal to the product of
(x) the number of Option Shares so sold or disposed of, and (y) the difference between the
Fair Market Value (as defined in the Plan) of each Option Share on the date of such sale or
disposition and the exercise price of each such Option Share. If the Company exercises its
right to repurchase the Option Shares,
you shall deliver the certificates representing the Option Shares, free and clear of any
liens, and the Company shall pay the repurchase price by cash or plain check. The Company
may offset against payment of the repurchase price any amounts owed by you to the Company.
In such case, the amount owed will, to the extent of the offset, be treated as satisfied.






 


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	6.	 	Adjustments. In addition to any adjustment made by the Administrator pursuant to
Section 12 of the Plan, if, as a result of any settlement or other resolution of disputes with
Brian Marshall and/or any affiliate thereof, outstanding shares of Common Stock are reacquired
or cancelled by the Company, the number of shares of Common Stock subject to the Options shall
be proportionately reduced as determined by the Administrator, and to the extent any of the
Options were already exercised, the provisions of Section 5 above shall apply with respect to
the Option Shares that would have otherwise been reduced.







	7.	 	Cancellation of Prior Awards. Any options, stock purchase rights, restricted stock,
and restricted stock units that were previously awarded to you and which remain outstanding as
of the Grant Date are hereby cancelled.







	8.	 	Acknowledgement. You acknowledge: (i) that this award of the opportunity to purchase
the Option Shares is a one-time benefit, which does not create any contractual or other right
to receive future awards, or benefits in lieu of awards; (ii) that all determinations with
respect to any such future awards, including, but not limited to, the times when awards shall
be granted, the number of shares subject to each award, the exercise or purchase price, and
the time or times when each award shall vest, will be at the sole discretion of the Company;
(iii) that neither the grant of the Options nor the purchase of the Option Shares shall (x)
create a right to further employment with the Company or (y) interfere with the Company’s or
your ability to terminate your employment relationship at any time with or without Cause; (iv)
that the grant of the Options and any purchase of the Option Shares is voluntary; (v) that
this award is not part of normal or expected compensation for purposes of calculating any
severance, resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; and (vi) the grant of the Options and the
offer and sale of the Option Shares and have not been registered under applicable securities
laws and therefore your sale of the Option Shares must be made pursuant to an exemption
therefrom.







	9.	 	Entire Agreement. Except as otherwise expressly set forth herein, this Letter
Agreement contains the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. The Company may alter or amend this
Letter Agreement; provided that, any such alteration or amendment which impairs your rights
shall be subject to your consent.





 


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	10.	 	Federal Taxes: The Options granted to you are treated as “nonqualified options” for
federal tax purposes, which means that when you exercise, the excess of the value of the
Shares issued on exercise over the exercise price paid for the Option Shares is income to you,
subject to wage-based withholding and reporting. When you sell the Option Shares
acquired upon exercise, the excess (or shortfall) between the amount you receive upon the
sale and the value of the shares at the time of exercise is treated as capital gain (or
loss). State and local taxes may also apply. You should consult your personal tax advisor
for more information concerning the tax treatment of your Options.







	11.	 	Governing Law. All questions concerning the construction, validity and
interpretation of this Letter Agreement shall be governed and construed in accordance with the
domestic laws of the State of Texas without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Texas or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Texas, except to
the extent that laws of the Delaware apply as a result of the Company being incorporated in
Delaware.






We are excited to give you this opportunity to share in our future success. Please indicate your
acceptance of this option grant and the terms of the Plan by signing and returning a copy of this
letter.



Sincerely,




HOME SOLUTIONS OF AMERICA, INC.



	 	 	 	 	 	 	 
	By:	 	/s/ Michael J. McGrath	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael J. McGrath	 	 
	 

	 	Title:
	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 
	Agreed to and Accepted by:	 	 
	 
	 	 	 	 	 	 
	/s/ Frank J. Fradella	 	 
	 	 	 
	Frank Fradella	 	 







 


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