Exhibit
10.15


Effective
as of May 1, 2007
 
 Michael
R.
Douglas                           
Dear Mike:
 171
Chapman Road
 Greenville,
SC 29605                           Re:      
BEAZER HOMES USA, INC. (the "Company")
 
 I am
pleased to extend the Company’s offer of employment to you on the following
amended terms based on you working from your home office in Greenville, South
Carolina with periodic trips to Atlanta or other locations as
required.
 
 You will
be initially appointed Special Counsel reporting to me.  Your duties
will include, but not be limited to,handling all litigation
stemming from the investigation into our mortgage practices, securities
litigation and related issues.
 
 Your
first day of employment is May 1, 2007.
 
 Your base
salary will be $350,000 per year, paid semi-monthly.  You will be
eligible to receive an annual bonus of up to 100% of base salary.  For
Fiscal Year 2007 (October 1, 2006 to September 30, 2007), you will be guaranteed
a 100% bonus, prorated for months worked.  For Fiscal Year 2008 (and
thereafter, if applicable), the formula for bonus eligibility will be agreed
before the applicable Fiscal Year commences.
 
 On your
date of employment, May 1, 2007, a “phantom” LTIP package with a factor of three
(3) times initial base salary was granted.  At a stock price of $34
(the closing stock price on the first day of employment), this equated to 38,603
phantom stock options and 15,441 phantom shares of restricted
stock.  The phantom stock options will vest over three (3) years with
33.3% vesting on the first anniversary of employment.  The remaining
66.7% will vest in 8.33% increments each quarter over the following eight (8)
quarters on the day of the month corresponding to your date of
employment.  The phantom shares of restricted stock will vest over
five (5) years with 20% vesting on the first anniversary of
employment.  The remaining 80% will vest in 5% increments each quarter
over the following 16 quarters on the day of the month corresponding to your
date of employment.  The specific terms will be set forth in an award
agreement which will be provided shortly after the grant.
  
  Salaries
are reviewed periodically.  Your first salary review will be January
1, 2008.  At that time your base salary will be increased to $400,000
with corresponding increases to your bonus potential and phantom LTIP package to
reflect this increased salary.  As an indication, at a stock price of
$30, this would equate to approximately 6,250 phantom stock options and 2,500
shares of phantom restricted stock.  This will be calculated at the
closing price on January 1, 2008.
 
 You will
receive a car allowance of $9,600 per year, paid semi-monthly, which will cover
transportation expenses when driving on Beazer business including, but not
limited to, trips to Atlanta.  You will also be reimbursed for
reasonable non-driving transportation expenses and other reasonable expenses
incurred in performing your duties under this agreement.
 
 Your
employment by the Company will continue until terminated as
follows:  (i) upon your death; (ii) upon termination of your
employment by the Company for cause (as defined below);  or (iii) by
either party, without cause, upon at least 90 days advance written notice to the
other party.
 
 For
purposes hereof, "cause" shall mean: (a)  any act or failure to act by
you done with the intent to harm in any material respect the financial interests
or reputation of the Company or any affiliated companies; (b) your being
convicted of (or entering a plea of guilty or nolo contendere to) a felony;
(c) your dishonesty, misappropriation or fraud with regard to the Company or any
affiliated companies (other than good faith expense account disputes);
(d)  a grossly negligent act or failure to act by you which has a
material adverse affect on the Company or any affiliated companies; (e) the
material breach by you of your agreements or obligations under this or any other
agreement to which you are a party with the Company which has a material adverse
effect on the Company, which breach, if curable, is not cured by you within
fifteen (15) days after written notice from the Company; or (f) your continued
refusal to follow the directives of the President and CEO or the Boardof the Company or their
designees which are consistent with your duties and
responsibilities.
  Upon the
termination of your employment for any reason, the Company’s obligations to you
shall be as follows:
 (a)           to
pay to you in a lump sum in cash within 30 days after the date of termination
(1) your base salary through the date of termination to the extent not
theretofore paid, (2)  except in the case of termination of your
employment by the Company for cause, any accrued but unpaid annual bonus
respecting any completed fiscal year ending prior to the date of termination,
and (3) any compensation previously deferred by you (together with any accrued
interest or earnings thereon) and any vacation pay, in each case to the extent
not theretofore paid.  The timing of payment by the Company of any
deferred compensation shall remain subject to any payment election previously
made by you; and
 
 (b)           to
timely pay or provide to you any other amounts or benefits required to be paid
or provided to you (or which you are eligible to receive) under any applicable
plan, program, policy or practice or contract or agreement of the Company and
its affiliated companies.
 
 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.  Vision,
supplemental life and AD&D coverage are at employee
expense.  Complete details will be provided upon
employment.
 
 On the
first of the month following 30 days of employment, you will automatically be
enrolled in our 401(k) Plan at a deferral rate of 2%.  You may call
Fidelity or go on-line to elect any other percentage or to stop this automatic
enrollment once you receive Plan information from Fidelity.
 
 Upon your
date of employment, you will be granted four (4) weeks of vacation per 12 months
of service.
 
 You will
be eligible to participate in the Company’s Deferred Compensation Plan
(DCP).  Upon hire, materials will be sent to you by MullinTBG, our
plan administrator.
  
  You shall
devote your full business time and attention to your services to the Company and
shall not be employed by, render services to, engage in, or have any interest
in, any other business without the prior written consent of the
Company.
 
 You agree
that all secret, proprietary and/or confidential information, knowledge or data
relating to the Company or any of its affiliated companies, and their respective
businesses (collectively “Confidential Information”) shall be the sole property
of the Company.  You shall not, during your employment by the Company
nor thereafter, (i) use for your benefit or the benefit of others, or (ii)
except as may be required by law or legal process, disclose at any time
Confidential Information or (iii) take with you upon termination of your
employment any records, papers, reports, lists, computer tapes or disks or any
other materials of any nature that contain any Confidential
Information.
 
 The
Company agrees to indemnify and defend you (in your capacity as Special Counsel
of the Company) to the fullest extent provided by the Company’s Certificate of
Incorporation and Bylaws for executive officers, which indemnification and
defense obligations shall survive the termination of your employment. The
Company shall, to the extent permitted by law, include you under any directors
and officers’ liability insurance policy maintained for the
Company.
 
 This
agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws. Any
legal action, suit or proceeding arising out of or relating to this agreement
shall be instituted in the state or federal courts in the State of Delaware and
the parties agree not to assert, in any action, suit or proceeding by way of
motion, as a defense or otherwise, any claim that either party is not personally
subject to the jurisdiction of such court, or that such action, suit or
proceeding is brought in an inconvenient forum, or that the venue is improper or
that the subject matter hereof cannot be enforced in such court.  The
parties hereby irrevocably submit to the jurisdiction of any such court in any
such action, suit or proceeding.
  
 This
letter sets forth the entire agreement between you and the Company with respect
to the subject matter hereof, and supersedes all prior agreements, arrangements
and understandings, written or oral, relating to the subject matter
hereof.  Reference is hereby made to that certain Change Of Control
Employment Agreement dated as of May 1, 2007 (the “COC Agreement”) between the
Company and you.  Notwithstanding anything contained herein to the
contrary, (i) this agreement shall not supersede the COC Agreement, and (ii)
upon the “Effective Date” occurring under the COC Agreement, this agreement
shall be superseded by the COC Agreement. This agreement may not be changed,
modified or waived, in whole or in part, except by a written instrument signed
by you and the Company.
 
 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. Please signify your agreement to the
terms hereof by signing below where indicated.
 
 Sincerely
yours,
 
 /s/ Ian
J. McCarthy
 
 Ian J.
McCarthy
 President
and
 Chief
Executive Officer
 
 IJM/kkh:
 
 Enclosures
 
 ACCEPTED
AND AGREED TO:
 
 
 ________________________________
 MICHAEL
R. DOUGLAS
  
 August
24, 2007
 
 
 
 
 Michael
R.
Douglas                             Dear
Mike:
 171
Chapman Road
 Greenville,
SC 29605 I am
pleased to inform you that as of yesterday, August 23, 2007, you have been
appointed Executive Vice President, Special Counsel responsible for
 the Securities
Litigation and Special Investigations
Group.
 
 All other
terms and conditions of your Employment Letter effective May 1, 2007 remain in
force.
 
 In
anticipation of your acceptance of these terms and conditions, I would like to
commend your efforts to date and look forward to working together to
investigate
 and
resolve issues impacting our Company.
 
 Sincerely
yours,
 
 /s/ Ian.
J. McCarthy
 
 Ian J.
McCarthy
 President
and
 Chief
Executive Officer
 
 IJM/kkh:
 
 
  November
12, 2007
  
 Michael
R.
Douglas                             Dear
Mike:
 Executive
Vice President
 and
Special
Counsel                          I
am pleased to inform you that for Fiscal Year 2008, you will be
 Beazer
Homes USA,
Inc.                    eligible
for a guaranteed bonus of 100% of your base salary in
 330 E.
Coffee
Street                             effect
on January 1, 2008.
 Suite
5025
 Greenville,
SC
29601 All other
terms and conditions of your Employment Letters dated May 1,
2007 and August 24, 2007 remain in force.
 
 With kind
regards,
 
 /s/ Ian
J. McCarthy
 
 Ian J.
McCarthy
 President
and
 Chief
Executive Officer
 
 IJM/kkh: