EX-10.1






EXHIBIT
10.1









November 25, 2008




Revised




Mr. Kenneth F. Khoury

894 Wescott Lane

Atlanta, Georgia 30319



Dear Ken:



I am pleased to extend our offer of employment to you on the following terms:



You will be appointed Executive Vice President, General Counsel reporting to me. Your duties will
include, but not be limited to, overseeing all legal work for the Company, including supervising
the Legal Department staff and monitoring outside counsel.



Your first day of employment will be January 5, 2009 and will begin with a New Employee Orientation
at 8:30 a.m. Please report to Suite 1200 of NorthPark Building 400 (12th Floor) between
8:00 a.m. and 8:30 a.m.



Your salary will be $400,000 per year, paid semi-monthly. You will participate in the
Discretionary Bonus Plan for FY2009 (October 1, 2008 through September 30, 2009). The performance
goals for that plan are currently being formulated and will address achievement levels of numeric
business metrics and individual goals. The Discretionary Plan does not identify a target bonus for
participants, but instead is based upon levels of achievement for the performance goals. Any bonus
payment will be prorated for employment during the FY. Please note that amounts calculated under
the bonus program can be increased or decreased by the Compensation Committee of the Board of
Directors. In addition, the bonus program is subject to change and bonuses are not guaranteed.
It is important to note that no bonus is earned until the date paid and you must be an active
employee on that date to be eligible to receive a bonus.



The Compensation Committee of the Board of Directors grants equity awards from time to time.
Previously, the Committee has awarded restricted stock and stock-settled stock appreciation rights.
At this time, equity grants are prohibited for executives at your level. However, after that
prohibition has been lifted you will be eligible to receive grants at the sole discretion of the
Compensation Committee.



Each January 1st, you will be granted four (4) weeks of vacation.




 









 





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Upon employment, you will be provided with a Change in Control agreement. The Company’s Amended
and Restated Employment Agreement, more commonly referred to as our “Change in Control Agreement”,
is intended to provide you with protection should there be an acquisition or material change in the
organization of the Company. A copy is enclosed.



The By-Laws of the Company provide for indemnification of specific officers, including executive
vice-presidents. However, due to certain recent decisions interpreting by-laws under Delaware law
and to protect certain officers against future changes to the Company’s By-Laws, the Board has
decided to provide Indemnity Agreements to certain officers to provide a contractual
indemnification right in addition to the By-Laws. As an executive vice-president you are entitled
to such an Indemnity Agreement. A copy is enclosed.



You will be eligible to participate in the Deferred Compensation Plan. You will receive materials
directly from MullinTBG, our record keeper.



Executives at this level have a stock ownership requirement to accumulate 3.0 times base salary
over a four (4) year period. However, the program has been
deferred for FY 2009.
You are eligible to defer a portion of your bonus via the Corporate Management Stock Purchase
Program to buy restricted stock units at a 20% discount. This is one way in which you can
accumulate BZH stock. This program was suspended for 2008 and has been suspended for FY 2009.



If elected, medical, dental, vision and life insurance will begin on the first of the month
following 30 days of employment. You have 30 days from your date of hire to enroll. Life
insurance coverage is one times base annual salary and will be paid by the Company. Medical and
dental coverage are at a cost supplemented by the Company. You are considered a highly paid
employee for purposes of health care coverage premiums. Your contribution will be 10% higher than
that of non-highly paid employees. Vision, supplemental life and AD&D coverage are at employee
expense. Details are available now upon request and will also be provided upon employment.



On the first of the month following 30 days of employment and age 21, you will automatically be
enrolled in our 401(k) Plan at a deferral rate of 4%, which will be invested in the age-appropriate
Fidelity Freedom Fund. Your deferral rate will be automatically increased in 1% increments
beginning January 1, 2010, and continuing until reaching 6%. You may call Fidelity or go on-line
to elect any other percentage or investment, or to stop this automatic enrollment.




 









 





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This offer of employment is contingent upon your satisfactory completion of a pre-employment drug
test. Enclosed is a form for you to take to any area Quest Diagnostics lab. Call 800-877-7484 to
find a location near you. You must complete the drug screen no later than 

December 8, 2008.



This offer is also contingent upon the satisfactory results of a background check which will
include but not be limited to a review of your Department of Motor Vehicles, criminal and credit
history records. Please complete the following forms and return them via facsimile to Jennifer
Jones at fax# (770) 698-0463 no later than December 8, 2008. In addition, return the original of
each of these forms by U.S. Mail or hand delivery as soon as possible.





	•	 	Employment Application






	•	 	Pre-Application Information Releases






	•	 	Consumer Report and Investigative Consumer Report Disclosure and Authorization




You shall work only in the interests of the Company and shall not engage in, or have any interest
in, any other business without the prior written consent of the Company. All Company matters shall
be treated as private and confidential.



Beazer Homes classifies all employees as “regular” after 90 days of employment with the Company.
The 90-day assessment period provides an opportunity for you to demonstrate your ability, interest,
and skill required by your job assignment. During this period, either you or the Company may
decide to terminate employment without giving a reason and with no adverse effect on your record.
This provision does not affect the employee’s or employer’s right to terminate employment at any
time for good cause or no cause whatsoever. Your 90-day assessment period review will occur on or
before the ninetieth day after employment begins.



This offer letter is not intended to create a contract of employment. Your employment is at will.
Either you or the Company may terminate this employment relationship at any time, for any reason
with or without cause. No one has the authority to change this relationship except as specifically
documented in writing and signed by the President of Beazer Homes USA, Inc. No other commitments
have been made.




 









 








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Employment with Beazer Homes is subject to the terms and procedures of the Beazer Homes RCB
(Resolving Concerns at Beazer) Program, which provides the sole and exclusive means of resolution
of all grievances, disputes and claims arising out of or relating to applications for employment,
employment or termination of employment. A brochure summarizing the Program is enclosed. You may
receive a detailed description of the RCB Program upon request and will also have access to the
Program after your employment with Beazer Homes commences.



In anticipation of your acceptance of these terms and conditions, I would like to take this
opportunity to welcome you to Beazer Homes for what I trust will be a happy and mutually rewarding
relationship.



Sincerely yours,




/s/ Ian J. McCarthy
Ian J. McCarthy

President and

Chief Executive Officer



Enclosures





			
	cc:	 	Fred Fratto

Bob Baxter / Korn Ferry