Exhibit
10.28


BEAZER
HOMES USA, INC.
 EMPLOYEE
BONUS PLAN
 
 1.           Effective
Date; Purpose of Plan.
  1.1           Effective
Date.  Beazer Homes USA, Inc. and its wholly-owned subsidiaries
(the “Company”) adopt this Discretionary Employee Bonus Plan (the “Plan”)
effective for fiscal year 2007 and future fiscal years.
  1.2           Purpose.  The
Plan is a component of the Company’s overall strategy to pay its employees for
performance.  The purposes of the Plan are to attract and retain top
performing employees, motivate employees by tying compensation to performance,
and reward exceptional performance that supports overall company
objectives.
  2.           Administration
of the Plan.
  2.1           Administrator.  The
Plan will be administered by the Compensation Committee of the Company’s Board
of Directors (the “Committee”); provided, however, that the Committee may
delegate to any officer or officers of the Company the responsibility (in whole
or in part) for Plan administration with respect to participants who are not
executive officers of the Company.
  2.2           Powers of the
Committee.  The interpretation and construction of the Plan and
the adoption of rules and regulations for administering the Plan will be made by
the Committee.  The Committee will have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (i) determine which employees will
be granted awards, (ii) prescribe the applicable period, terms and conditions of
bonuses, (iii) determine whether awards will be paid in cash or by the issuance
of an equity-based instrument pursuant to the Company’s 1999 Stock Incentive
Plan or any replacement equity incentive plan (collectively, an “Equity Plan”)
adopted by the Company from time to time, (iv) interpret the Plan, (v) adopt
rules for the administration, interpretation and application of the Plan as are
consistent therewith, and (vi) interpret, amend or revoke any such
rules.  Decisions of the Committee will be final and binding on all
parties who have an interest in the Plan.
  2.3           Modification, Suspension and
Termination.  The Company reserves the right to modify, amend,
suspend or terminate the Plan at any time and for any reason.  The
amendment, suspension or termination of the Plan will not, without the consent
of any participant, alter or impair any rights or obligations under any bonus
already awarded.  No bonus may be awarded during any period of
suspension or after termination of the Plan.
  3.           Determination
of Participants.
  3.1           Eligible
Individuals.  An individual employed by the Company who is a
participant in the Company’s Executive Value Created Incentive Plan or the
Company’s Value Created Incentive Plan will be eligible to participate in the
Plan.
  3.2           Termination of Employee
Status.  For purposes of the Plan, and unless otherwise
determined by the Committee in its discretion, an individual shall be considered
an employee for the purposes of the Plan for so long as such individual remains
employed, on a full-time basis by the Company.
  1
 4.           Determination
of Awards.
  4.1           Establishment of
Subcommittee.  To facilitate the determination of bonus awards,
if any, under the Plan in any fiscal year, the Committee has established a
subcommittee comprised of the Chairman of the Committee, the Chairman of the
Board of Directors and the Chief Executive Officer of the
Company.  Such subcommittee shall review the performance of
participants in the Plan as compared to the performance measures established by
the Committee from time to time and shall make recommendations for bonus awards
to the Committee.  With respect to any recommendation with respect to
bonus awards to the Chief Executive Officer, he shall recuse himself from
deliberations of the subcommittee.
  4.2           Amount of
Bonus.  There is neither a minimum nor maximum amount of a
bonus award that may be paid to a participant for any fiscal
year.  The Committee shall have the authority from time to time to
establish bonus target amounts for any or all participants in the Plan or to
defer the determination of target amounts until the evaluation of such
participant’s performance.
  4.3           Performance
Goals.  The Committee, in consultation with the subcommittee,
shall establish for each fiscal year performance goals against which employees
will be measured for purposes of participation in the Plan.  Such
performance goals may relate to financial and operational issues of the
Company’s business, including, without limitation
  ·
              reductions
      in selling, general and administrative
expenses,
  ·
              enhancements
      to liquidity,
  ·
              revenue,
  ·
              EBIT,
      and
  ·
              general
      safety records, customer relations and environmental
      compliance.
  The
manner in which participants shall be measured against the performance goals
shall be determined from time to time by the Committee.
  5.           Payment
of Awards.
  5.1           Timing and Form of
Payment.  Bonuses will be paid on such schedule as is set from
time to time by the Committee.  Unless otherwise provided by the
Committee, a participant must be employed on the date of payment to receive an
award.  Payment will be made by payroll check or other appropriate
form pursuant to any Equity Plan, and will be subject to applicable federal,
state and local tax withholding.  Notwithstanding anything in the Plan
to the contrary, the Committee, in its sole discretion, may decide at any time
and for any reason, on a per participant basis, that bonuses may be reduced or
no bonuses will be paid.  No participant has a right to a bonus award
until it is paid.
  2
 6.           General
Provisions.
  6.1           Funding
Obligations.  No amounts awarded or accrued under this Plan
will actually be funded, satisfied or otherwise segregated prior to
payment.  The obligation to pay bonuses will at all times be an
unfunded and unsecured obligation of the Company.
  6.2           Transferability.  No
participant will have the right to alienate, pledge or encumber his or her
interest in this Plan, and such interest will not (to the extent permitted by
law) be subject in any way to the claims of the participants’ creditors or to
attachment, execution or other process of law.  Participants’
interests in any bonus payment under this Plan shall not be transferable in any
event and, unless otherwise provided by the Committee, no bonus shall be due and
owing to participant unless participant is an active employee of the Company at
the time of bonus payment.
  6.3           Continuing Employment
Status.  Neither the action of the Company in establishing this
Plan, nor any action taken under the Plan by the Committee, nor any provision of
the Plan itself shall be construed to grant any participant the right to remain
in the employ of the Company for any period of specific duration.
  3