##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended September 30, 2009
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number: 001-12822
 BEAZER HOMES USA, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    58-2086934
(IRS Employer Identification No.)
 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328
 (770) 829-3700
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Securities:
    
    Exchanges on which Registered:Common Stock, $.001 par value per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
 LAURENT ALPERT.
 BRIAN C. BEAZER.
 PETER G. LEEMPUTTE.
 IAN J. MCCARTHY.
 NORMA A. PROVENCIO.
 1




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##### Table of Contents



LARRY T. SOLARI.
 STEPHEN P. ZELNAK, JR.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Procedures Regarding Director Candidates Recommended by Stockholders
  Audit Committee
  2




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##### Table of Contents



Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Introduction
  Role of the Committee, Management and Advisors
  
    
    establishing, reviewing, overseeing and approving yearly performance objectives
for our NEOs;
    
    evaluating the NEOs performance in light of those performance objectives; and
    
    based on this evaluation, either as a Committee, or together with other
independent directors (as directed by the Board), determine and approve the
compensation level and individual compensation elements for our Chief Executive Officer
(with input from our Non-Executive Chairman) and, with our Chief Executive Officers
input, for other executive officers.
   3




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##### Table of Contents



Compensation Philosophy and Objectives
      4




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Elements of Executive Compensation
  Base Salary
    5




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Annual Incentive Compensation
 Bonus Plan
    Long-Term Incentive Compensation
 Equity-Based Long-Term Incentives
   6




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Deferred Compensation Plan
  Other Benefits
  7




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Change of Control Agreements
    Tax Deductibility of Compensation
  Report of the Compensation Committee
  
 The Members of the Committee
 Compensation Committee Interlocks and Insider Participation
  8




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9




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##### Table of Contents



Summary Compensation Table
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherName and
    
    
    
    
    
    Salary ($)
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    
    (1)
    
    ($)
    
    ($)(2)(3)
    
    ($)(2)(3)
    
    ($)
    
    ($) (4)
    
    TotalIan J. McCarthy -
    
    
    2009
    
    
    $
    1,200,000
    
    
    $
    0
    
    
    $
    2,613,238
    
    
    $
    2,408,342
    
    
    $
    0
    
    
    $
    208,673
    
    
    $
    6,430,253President and Chief
    
    
    2008
    
    
    $
    1,200,000
    
    
    $
    0
    
    
    $
    3,183,274
    
    
    $
    2,692,655
    
    
    $
    600,000
    
    
    $
    222,936
    
    
    $
    7,898,865Executive Officer
    
    
    2007
    
    
    $
    1,200,000
    
    
    $
    0
    
    
    $
    3,168,413
    
    
    $
    2,947,523
    
    
    $
    0
    
    
    $
    219,522
    
    
    $
    7,535,458Michael H. Furlow -
    
    
    2009
    
    
    $
    760,272
    
    
    $
    0
    
    
    $
    1,214,037
    
    
    $
    1,074,977
    
    
    $
    0
    
    
    $
    114,247
    
    
    $
    3,163,533Division President,
    
    
    2008
    
    
    $
    800,000
    
    
    $
    0
    
    
    $
    1,495,018
    
    
    $
    1,237,532
    
    
    $
    400,000
    
    
    $
    111,697
    
    
    $
    4,044,247Charleston/Myrtle
    
    
    2007
    
    
    $
    800,000
    
    
    $
    0
    
    
    $
    1,495,010
    
    
    $
    1,395,412
    
    
    $
    0
    
    
    $
    111,011
    
    
    $
    3,801,433Beach/Savannah (5)Kenneth F. Khoury -
    
    
    2009
    
    
    $
    297,180
    
    
    $
    100,000
    
    
    $
    14,594
    
    
    $
    27,001
    
    
    $
    0
    
    
    $
    5,436
    
    
    $
    444,211Executive Vice 
President and General 
Counsel (5)Allan P. Merrill -
    
    
    2009
    
    
    $
    600,000
    
    
    $
    120,000
    
    
    $
    758,475
    
    
    $
    1,025,819
    
    
    $
    0
    
    
    $
    66,950
    
    
    $
    2,571,244Executive Vice
    
    
    2008
    
    
    $
    600,000
    
    
    $
    100,000
    
    
    $
    729,287
    
    
    $
    974,480
    
    
    $
    300,000
    
    
    $
    608,252
    
    
    $
    3,312,019President and Chief
    
    
    2007
    
    
    $
    250,000
    
    
    $
    450,000
    
    
    $
    303,870
    
    
    $
    405,368
    
    
    $
    0
    
    
    $
    93,667
    
    
    $
    1,502,905Financial Officer (5)
 
 (1)
    
    Includes $7,000, $21,000 and $3,000 for Mr. Merrill in fiscal 2009, fiscal 2008 and fiscal
2007, respectively, which were deferred by Mr. Merrill under our Deferred Compensation Plan.(2)
    
    Amounts reflect the dollar amount recognized for financial statement reporting purposes for
the applicable fiscal year in accordance with FAS 123(R) except that estimated forfeitures
have been disregarded for these purposes. These columns reflect the Companys FAS 123(R)
amortization expense from awards of restricted stock, RSUs, stock options and SSARs granted in
fiscal years 2002, 2004, 2005, 2006, 2007 and 2009, as applicable, that relate to awards that
were outstanding during all or a portion of the fiscal year presented above. In fiscal 2009,
Messrs. McCarthy and Furlow did not receive any new stock or option award grants and forfeited
26,254 and 11,668 shares of restricted common stock previously granted, respectively, due to
failure to achieve specified performance criteria.(3)
    
    The Company cautions that the amounts reported in the table for these awards may not
represent the amounts that the NEOs will actually realize from the awards. Whether, and to
what extent, an NEO realizes value will depend on a number of
factors, including the Companys performance and stock price. For example, the table below reflects the value of the stock awards of
certain of our NEOs that would have been expensed in 2009 if our share price at the respective
grant dates was $5.59, which was our closing share price at September 30, 2009. In addition,
the table also reflects the value of the option awards of certain of our NEOs that would have
been expensed in 2009 if our share price on the respective grant dates was $5.59 and the
exercise prices remained unchanged from those on the grant dates. The value of Mr. Khourys
awards are not shown as they are not meaningful in light of his recently joining the Company
and receipt of only one grant in August 2009. Further information regarding the valuation of
stock and option awards can be found in Note 1 to our Consolidated Financial Statements in our
Annual Report on Form 10-K for the year ended September 30, 2009. Change in Equity ValueStock Awards
    
    Option Awards2009
    
    
    
    
    
    
    
    
    
    Total 20092009
    
    
    
    
    
    
    
    
    
    Expense if
    
    
    
    
    
    
    
    
    
    CompensationExpense if
    
    
    
    
    
    
    
    
    
    Share Price
    
    
    
    
    
    
    
    
    
    if Share Price2009 Expense
    
    Share Price
    
    
    
    
    
    2009 Expense
    
    was $5.59
    
    
    
    
    
    
    
    
    
    was $5.59 onin Summary
    
    was $5.59
    
    
    
    
    
    in Summary
    
    on the
    
    
    
    
    
    
    
    
    
    the GrantCompensation
    
    on the
    
    
    
    
    
    Compensation
    
    Grant Dates
    
    
    
    
    
    Total
    
    DateTable
    
    Grant Dates
    
    Difference
    
    Table
    
    (a)
    
    Difference
    
    Difference
    
    (b)Ian J. McCarthy
    
    $
    2,613,238
    
    
    $
    254,431
    
    
    
    -$2,358,807
    
    
    $
    2,408,342
    
    
    $
    166,281
    
    
    
    -$2,242,061
    
    
    
    -$4,600,868
    
    
    $
    1,829,385Michael H. Furlow
    
    $
    1,214,037
    
    
    $
    120,110
    
    
    
    -$1,093,927
    
    
    $
    1,074,977
    
    
    $
    74,284
    
    
    
    -$1,000,693
    
    
    
    -$2,094,620
    
    
    $
    1,068,913Allan P. Merrill
    
    $
    758,475
    
    
    $
    160,614
    
    
    
    -$   597,861
    
    
    $
    1,025,819
    
    
    $
    314,635
    
    
    
    -$   711,184
    
    
    
    -$1,309,045
    
    
    $
    1,262,199
 10




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##### Table of Contents



(a)
    
    Assumes the dividend yield, risk-free interest rate, remaining expected life and volatility
as of September 30, 2009 for Black-Scholes calculation purposes.(b)
    
    Includes Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation
from Summary Compensation Table above and 2009 Expense if Share Price was $5.59 on the Grant
Dates for Stock and Option Awards.(4)
    
    All Other Compensation consists of the following: DeferredCompensation
    
    
    
    
    
    CarDiscretionary
    
    401(k)
    
    Allowance/Lump Sum
    
    Company
    
    Company
    
    RelocationName
    
    Year
    
    Contributions
    
    Match
    
    Car
    
    Expenses
    
    TotalIan J. McCarthy
    
    
    2009
    
    
    $
    200,000
    
    
    $
    7,350
    
    
    $
    1,323
    
    
    
    N/A
    
    
    $
    208,673Michael H. Furlow
    
    
    2009
    
    
    $
    84,977
    
    
    $
    7,350
    
    
    $
    3,134
    
    
    $
    18,786
    *
    
    $
    114,247Kenneth F. Khoury
    
    
    2009
    
    
    $
    0
    
    
    $
    5,436
    
    
    $
    0
    
    
    
    N/A
    
    
    $
    5,436Allan P. Merrill
    
    
    2009
    
    
    $
    50,000
    
    
    $
    7,350
    
    
    $
    9,600
    
    
    
    N/A
    
    
    $
    66,950
 
 *
    
    Relocation expenses for Mr. Furlow reflect costs related to his relocation to South
Carolina from Georgia, and include $4,412 representing the gross up for the taxable
portion of certain of the relocation expenses.(5)
    
    Mr. Khoury joined the Company effective January 5, 2009. Mr. Merrill joined the Company
effective May 1, 2007. Mr. Furlow resigned his position as Executive Vice President and Chief
Operating Officer effective August 6, 2009 and became our
Division President 
Charleston/Myrtle Beach/Savannah. Accordingly, he ceased to be an
executive officer on August 6, 2009. Grants of Plan-Based Awards
  ExerciseAll Other Option
    
    or Base
    
    Grant DateAwards:
    
    Price of
    
    Fair Value ofAll Other Stock Awards:
    
    Number of Securities
    
    Option
    
    Stock andGrant
    
    Number of Shares of Stock
    
    Underlying Options
    
    Awards
    
    Option AwardsName
    
    Date
    
    or Units (#)
    
    (#)
    
    ($/sh)
    
    ($)Ian J. McCarthy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael H. Furlow
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kenneth F. Khoury
    
    
    8/10/2009
    
    
    
    66,672
    
    
    
    
    
    
    $
    3.94
    
    
    $
    262,6888/10/2009
    
    
    
    
    
    
    
    100,007
    
    
    $
    3.94
    
    
    $
    297,021Allan P. Merrill
    
    
    8/10/2009
    
    
    
    133,344
    
    
    
    
    
    
    $
    3.94
    
    
    $
    525,3758/10/2009
    
    
    
    
    
    
    
    200,014
    
    
    $
    3.94
    
    
    $
    594,042
 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
 Equity-Based Incentives
  11




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
    
    Grants of stock options and SSARs prior to August 2009 vest after three years from
the date of grant; grants of stock options beginning in August 2009 vest ratably over a
three year period. Awards of stock options and SSARs expire seven years after grant
(ten years for stock options granted prior to May 2003).
    
    Grants of time-based restricted stock prior to August 2009 vest five years from the
date of grant; grants of time-based restricted stock beginning in August 2009 vest
three years from the date of grant.
    
    Performance-based restricted stock vests after three years from grant contingent
upon the ranking of the compound annual growth rate (CAGR) of total return to
stockholders of the Companys common stock as compared to the CAGR of total stockholder
return of the stock of the Performance Stock Peer Group over a defined time period (the
performance period).
   CAGR Peer Ranking
    
    Vesting PercentageAbove 3rd Ranked Peer
    
    
    150
    %Equal to 3rd Ranked Peer
    
    
    130
    %Equal to or Above 4th Ranked Peer
    
    
    115
    %Equal to or Above 5th Ranked Peer
    
    
    100
    %Equal to or Above 6th Ranked Peer
    
    
    75
    %Equal to or Above 7th Ranked Peer
    
    
    50
    %Below 7th Ranked Peer
    
    
    0
    %
   
    
    Performance-Based Restricted Stock:One-third each of the aggregate number of
performance-based restricted shares is eligible to vest depending on performance three,
four and five years respectively after the beginning of the performance period, as
defined in the award agreement. Depending on the level of performance achieved, as
measured by the performance criteria described above, between 0% and 150% of shares
then eligible for vesting on the performance date will vest. Upon termination of
employment other than for cause or voluntary resignation, a portion of the
performance-based restricted stock will vest, depending on length of service since the
grant date. For Messrs. McCarthy and Furlow, one third of the aggregate number of
performance-based restricted shares eligible to vest
 12




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three years after the beginning of the performance period were forfeited in February
2009 due to failure to achieve any of the specified performance criteria.
    
    Time-Based Restricted Stock:Beginning five years after the date of grant, the
restrictions on one-third of the time-based restricted stock will lapse each year for
three years subject to continued employment. Upon termination of employment other than
for cause or voluntary resignation, a portion of the restricted stock will vest,
depending on length of service since the grant date.
    
    Stock Options or SSARs:Beginning three years after the date of grant, the stock
options or SSARs vest one third each year for three years and will expire seven years
after the date of grant. Upon termination of employment other than for cause or
voluntary resignation, a portion of the stock options or SSARs will vest, depending on
length of service since the grant date.
 13




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Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    Stock AwardsNumber of SecuritiesUnderlying Unexercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive PlanOptions/SSARs (#)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AwardsMarket orMarket
    
    
    
    
    
    PayoutValue
    
    
    
    
    
    Value ofof
    
    Number of
    
    UnearnedShares or
    
    Unearned
    
    Shares,Number of
    
    Units of
    
    Shares,
    
    Units orShares or
    
    Stock
    
    Units or
    
    OtherUnits of
    
    That
    
    Other
    
    RightsStock
    
    Have
    
    Rights that
    
    ThatOption
    
    Option
    
    That Have
    
    Not
    
    Have Not
    
    Have NotGrant
    
    
    
    
    
    
    
    
    
    Exercise
    
    Expiration
    
    Not Vested
    
    Vested
    
    Vested (#)
    
    Vested ($)Name
    
    Date
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    Date
    
    (#)
    
    (S)(8)


    
    (9)
    

    (8)Ian J.
McCarthy
    
    
    4/16/2002
    
    
    
    73,824
    
    
    
    
    
    
    $
    26.55
    
    
    
    4/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/15/2002
    
    
    
    114,279
    
    
    
    
    
    
    $
    20.83
    
    
    
    11/15/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/10/2004
    
    
    
    45,129
    
    
    
    
    
    
    $
    32.96
    
    
    
    2/10/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/4/2004
    
    
    
    41,379
    
    
    
    
    
    
    $
    38.06
    
    
    
    11/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/4/2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,102
    (4)
    
    $
    185,040
    
    
    
    
    
    
    
    11/15/2005
    
    
    
    33,860
    
    
    
    
    
    
    $
    62.02
    
    
    
    11/15/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/15/2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,088
    (4)
    
    $
    151,422
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    131,272
    
    
    
    262,544
    (1)
    
    $
    68.56
    
    
    
    2/2/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,763
    (5)
    
    $
    440,285
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,254
    
    
    $
    146,76011/15/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,103
    (6)
    
    $
    224,176
    
    
    
    
    
    
    
    Michael
Furlow
    
    
    2/10/2004
    
    
    
    27,306
    
    
    
    
    
    
    $
    32.96
    
    
    
    2/10/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/4/2004
    
    
    
    25,614
    
    
    
    
    
    
    $
    38.06
    
    
    
    11/14/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/4/2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,493
    (4)
    
    $
    114,556
    
    
    
    
    
    
    
    11/15/2005
    
    
    
    19,349
    
    
    
    
    
    
    $
    62.02
    
    
    
    11/15/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/15/2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,479
    (4)
    
    $
    86,528
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    58,343
    
    
    
    116,686
    (1)
    
    $
    68.56
    
    
    
    2/2/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,006
    (5)
    
    $
    195,684
    
    
    
    
    
    
    
    2/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,669
    
    
    $
    65,228Kenneth F. Khoury
    
    
    8/10/2009
    
    
    
    
    
    
    
    100,007
    (3)
    
    $
    3.94
    
    
    
    8/10/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/10/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,672
    (7)
    
    $
    372,696
    
    
    
    
    
    
    
    Allan P.
Merrill
    
    
    5/1/2007
    
    
    
    
    
    
    
    264,706
    (1)(2)
    
    $
    34.00
    
    
    
    5/1/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/1/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,941
    (5)
    
    $
    295,940
    
    
    
    
    
    
    
    5/1/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,471
    
    
    $
    158,2978/10/2009
    
    
    
    
    
    
    
    200,014
    (3)
    
    $
    3.94
    
    
    
    8/10/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/10/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,344
    (7)
    
    $
    745,393
    
    
    
    
    
    
    
    
 
 (1)
    
    Award vests ratably over a three year period beginning three years following grant.(2)
    
    Award in the form of stock-settled stock appreciation rights (SSARs).(3)
    
    Award vests ratably over a three year period.(4)
    
    Award vests five years following grant.(5)
    
    Beginning five years after the date of grant, the restrictions on one-third of the award will
lapse each year for three years subject to continued employment.(6)
    
    Represents portion of executives annual cash bonus compensation deposited into an account as
Restricted Stock Units (RSUs) representing shares of our common stock. The number of RSUs
deposited is determined based on a per share price calculated at a 20% discount from the
closing stock price of our common stock on the date of award. Shares 14




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##### Table of Contents



represented by RSUs vest three years from the date of award. Until vested, such shares
cannot be sold, assigned, pledged or encumbered, do not receive dividends and do not have
voting rights and may appreciate or depreciate in value from the time they are purchased to
when they vest and are subsequently issued. Such RSUs vested on November 15, 2009.(7)
    
    Award vests three years following grant.(8)
    
    Reflects the value using the closing share price of our common stock of $5.59 on the last
trading day of fiscal 2009 (September 30, 2009).(9)
    
    Performance-based restricted stock vests contingent upon the ranking of the compound annual
growth rate (CAGR) of total return to stockholders of our common stock as compared to the
CAGR of total stockholder return of the stock of the Performance Stock Peer Group over a
defined time period (the performance period). See Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table above for further detail. Amounts shown
assume a threshold level of achievement at a 50% vesting percentage which assumes that our
CAGR peer ranking achieved is equal to or above the 7th ranked peer during the performance
period. Option Exercises and Stock Vested
  Stock AwardsNumber of SharesAcquired on
    
    Value RealizedName
    
    Vesting (#)
    
    Upon Vesting ($)Ian J. McCarthy
    
    
    36,105
    (1)
    
    $
    39,716
    (1)24,362
    (2)
    
    $
    38,492
    (2)Michael H. Furlow
    
    
    21,846
    (1)
    
    $
    24,031
    (1)12,977
    (2)
    
    $
    20,504
    (2)Kenneth F. Khoury
    
    
    
    
    
    
    Allan P. Merrill
    
    
    
    
    
    
    
 
 (1)
    
    Vesting of restricted stock on February 10, 2009. The per share market value of the vested
restricted stock was $1.10, which was the closing price of the Companys common stock on that
date.(2)
    
    Vesting of restricted stock on April 16, 2009. The per share market value of the vested
restricted stock was $1.58, which was the closing price of the Companys common stock on that
date. Non-Qualified Deferred Compensation
  Registrant
    
    AggregateExecutive
    
    Contributions
    
    Earnings/(Losses)
    
    AggregateContributions in
    
    in
    
    in Last
    
    Withdrawals/
    
    Aggregate BalanceName
    
    Last FY ($)
    
    Last FY ($) (1)
    
    FY ($) (2)
    
    (Distributions) ($)
    
    at Last FYE ($) (3)Ian J. McCarthy
    
    $
    0
    
    
    $
    200,000
    
    
    $
    295,375
    
    
    $
    0
    
    
    $
    5,214,034Michael H. Furlow
    
    $
    0
    
    
    $
    84,977
    
    
    $
    (24,281
    )
    
    $
    (310,242
    )
    
    $
    718,773Kenneth F. Khoury
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Allan P. Merrill
    
    $
    7,000
    
    
    $
    50,000
    
    
    $
    14,851
    
    
    $
    0
    
    
    $
    150,772
 
 (1)
    
    Represents discretionary lump sum contributions by the Company of for Messrs. McCarthy,
Furlow, and Merrill. $15,023 of Mr. Furlows granted
lump sum contribution was paid in October 2009 and therefore is not reflected above. These amounts are also reported
under the Summary Compensation Table  All Other Compensation.(2)
    
    Represents amounts of earnings on the balance of the participants accounts that are
attributable to the performance of independently managed funds available to and selected by
each participant under the Deferred Compensation Plan and in which deferred amounts are deemed
to be invested. There is no guaranteed rate of return on these funds and the rate of return
depends on the participants investment selections and on the market performance of the funds.
None of the 15




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##### Table of Contents



earnings in this column are included in the Summary
Compensation Table above because they were
not preferential or above-market.(3)
    
    Aggregate balances include unvested amounts of Company contributions. Narrative Disclosure to Non-Qualified Deferred Compensation Table
  Potential
Payments Upon Termination or Change of Control
  Employment Agreements
    16




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##### Table of Contents



Supplemental Employment (Change of Control) Agreements
  
    
    The acquisition by any individual, entity or group of beneficial ownership of 25% or
more of either the outstanding shares of common stock of the Company or the combined
voting power of the outstanding voting securities of the Company entitled to vote in
the election of directors (subject to certain exceptions, including acquisitions
directly from the Company); or
    
    Individuals who, as of the date of the supplemental employment agreement, constitute
the Board of Directors (the Incumbent Board) cease for any reason to constitute at
least a majority of the Board; provided however, that any individual subsequently
becoming a director whose election was approved by a vote of at least a majority of the
Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board; or
 17




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##### Table of Contents




    
    Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company; or
 
    
    Approval by the stockholders of the Company of a complete liquidation or dissolution
of the Company.
     Disposition of Outstanding Equity Awards at Termination
    18




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##### Table of Contents



Potential Post-Employment Compensation Table
  Type of TerminationBy theTermination
    
    
    
    
    
    
    
    
    
    Voluntarily
    
    
    
    
    
    CompanyFollowing
    
    
    
    
    
    Voluntarily
    
    by Executive
    
    By the
    
    Other ThanChange of
    
    Change of
    
    Death or
    
    By
    
    for Good
    
    Company
    
    forPayment or Benefit Type
    
    Control (1)
    
    Control (2)
    
    Disability
    
    Executive
    
    Reason
    
    for Cause
    
    Cause (3)Ian J. McCarthy
    
    Severance (4)
    
    
    
    
    
    $
    25,000,959
    
    
    
    
    
    
    
    
    
    
    $
    11,333,653
    
    
    
    
    
    
    $
    11,333,653Accrued Obligations (5)
    
    
    
    
    
    $
    2,670,192
    
    
    $
    2,670,192
    
    
    $
    2,670,192
    
    
    $
    2,670,192
    
    
    $
    92,308
    
    
    $
    2,670,192Continuation of Benefits (6)
    
    
    
    
    
    $
    47,426
    
    
    
    
    
    
    
    
    
    
    $
    47,426
    
    
    
    
    
    
    $
    47,426Stock Option/SSAR Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    $
    776,747
    
    
    $
    776,747
    
    
    $
    520,373
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    520,373Restricted Stock Unit Vesting/Payout
    
    $
    224,176
    
    
    $
    224,176
    
    
    $
    224,176
    
    
    $
    224,176
    
    
    $
    224,176
    
    
    $
    224,176
    
    
    $
    224,176Performance Restricted Stock Vesting
    
    $
    495,414
    
    
    $
    495,414
    
    
    $
    355,051
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    355,051Total
    
    $
    1,496,337
    
    
    $
    29,214,914
    
    
    $
    3,769,792
    
    
    $
    2,894,368
    
    
    $
    14,275,447
    
    
    $
    316,483
    
    
    $
    15,150,872Michael H. Furlow
    
    Severance (4)
    
    
    
    
    
    $
    7,541,288
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    3,540,163Accrued Obligations (5)
    
    
    
    
    
    $
    1,255,070
    
    
    $
    1,255,070
    
    
    $
    1,255,070
    
    
    
    N/A
    
    
    $
    54,788
    
    
    $
    1,255,070Continuation of Benefits (6)
    
    
    
    
    
    $
    41,830
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    41,830Stock Option/SSAR Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    $
    396,773
    
    
    $
    396,773
    
    
    $
    277,275
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    277,275Restricted Stock Unit Vesting/Payout
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Performance Restricted Stock Vesting
    
    $
    220,193
    
    
    $
    220,193
    
    
    $
    157,809
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    157,809Total
    
    $
    616,966
    
    
    $
    9,455,154
    
    
    $
    1,690,154
    
    
    $
    1,255,070
    
    
    
    N/A
    
    
    $
    54,788
    
    
    $
    5,272,146Kenneth F. Khoury
    
    Severance (4)
    
    
    
    
    
    $
    800,000
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Accrued Obligations (5)
    
    
    
    
    
    $
    30,769
    
    
    $
    30,769
    
    
    $
    30,769
    
    
    
    N/A
    
    
    $
    30,769
    
    
    $
    30,769Continuation of Benefits (6)
    
    
    
    
    
    $
    768
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Stock Option/SSAR Vesting
    
    $
    110,008
    
    
    $
    110,008
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    $
    372,696
    
    
    $
    372,696
    
    
    $
    10,353
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    10,353Restricted Stock Unit Vesting/Payout
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Performance Restricted Stock Vesting
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Total
    
    $
    482,704
    
    
    $
    1,314,242
    
    
    $
    41,122
    
    
    $
    30,769
    
    
    
    N/A
    
    
    $
    30,769
    
    
    $
    41,122Allan P. Merrill
    
    Severance (4)
    
    
    
    
    
    $
    3,600,000
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    2,800,000Accrued Obligations (5)
    
    
    
    
    
    $
    848,462
    
    
    $
    848,462
    
    
    $
    848,462
    
    
    
    N/A
    
    
    $
    48,462
    
    
    $
    848,462Continuation of Benefits (6)
    
    
    
    
    
    $
    49,689
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    49,689Stock Option/SSAR Vesting
    
    $
    220,014
    
    
    $
    220,014
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Restricted Stock Vesting
    
    $
    1,041,333
    
    
    $
    1,041,333
    
    
    $
    122,885
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    122,885Restricted Stock Unit Vesting/Payout
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    Performance Restricted Stock Vesting
    
    $
    306,534
    
    
    $
    306,534
    
    
    $
    148,163
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    $
    148,163Total
    
    $
    1,567,881
    
    
    $
    6,066,032
    
    
    $
    1,119,509
    
    
    $
    848,462
    
    
    
    N/A
    
    
    $
    48,462
    
    
    $
    3,969,199
 19




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##### Table of Contents



(1)
    
    Represents the value of awards the vesting of which was accelerated as a result of the
change of control and assumes that no termination occurs in connection with the change of
control.(2)
    
    Amounts set forth in this column are payable following a change of control only upon a
termination by the Company other than for cause or a termination by the executive for good
reason.(3)
    
    For Messrs. McCarthy, Furlow and Merrill, severance in the event of a termination of
employment by the Company other than for cause (or for good reason in the case of Mr.
McCarthy) equals the executives stated multiple times the sum of the executives annual base
salary and the executives Average Annual Bonus. Mr. Merrills supplemental employment
agreement, which he entered into in May 2007 upon joining the Company, stipulates for the
purpose solely of calculating his Average Annual Bonus that his fiscal 2007 bonus was deemed
to be equal to two times his then annual salary, or $1,200,000.(4)
    
    Severance in the event of a change of control equals the executives stated multiple times
the sum of the executives annual base salary and the Highest Annual Bonus. Mr. Merrills
supplemental employment agreement, which he entered into in May 2007 upon joining the Company,
stipulates for the purpose solely of calculating his Highest Annual Bonus that his fiscal 2007
bonus was deemed to be equal to two times his then annual salary, or $1,200,000.(5)
    
    At September 30, 2009, Accrued Obligations would have equaled one times Average Annual Bonus
plus accrued vacation for termination other than for cause, and accrued vacation for
termination for cause.(6)
    
    Continuation of benefits during the severance period include car allowance or use of
company-owned automobile, if applicable and medical, life and accidental death and
dismemberment insurance coverage.   Director Compensation
  Fees Earnedor Paid in
    
    Stock Awards
    
    Option AwardsName (1)
    
    Cash ($) (2)
    
    ($) (3)(4)
    
    ($) (3)(5)
    
    Total ($)Laurent Alpert
    
    $
    79,000
    
    
    $
    47,648
    
    
    $
    14,076
    
    
    $
    140,724Brian C. Beazer
    
    $
    225,000
    
    
    $
    81,106
    
    
    $
    47,157
    
    
    $
    353,263Peter G. Leemputte
    
    $
    71,500
    
    
    $
    100,985
    
    
    $
    14,076
    
    
    $
    186,561Larry T. Solari
    
    $
    83,500
    
    
    $
    50,562
    
    
    $
    14,076
    
    
    $
    148,138Stephen P. Zelnak, Jr.
    
    $
    83,500
    
    
    $
    50,562
    
    
    $
    14,076
    
    
    $
    148,138
 
 (1)
    
    Ian J. McCarthy is a member of the Board of Directors, as well as President and Chief
Executive Officer of the Company. His compensation is disclosed in the preceding executive
compensation tables. Since Mr. McCarthy does not receive compensation separately for his duties as a
director, he is not included in the Director Compensation table.(2)
    
    For Mr. Beazer, includes annual retainer fee only. For other directors, includes annual
retainer fee, paid quarterly, of $35,000, $1,500 fee per meeting attended, and $5,000 chair
fee for Messrs. Alpert, Leemputte, Solari and Zelnak.(3)
    
    Amounts reflect the dollar amount recognized for financial statement reporting purposes for
the fiscal year ended September 30, 2009 in accordance with FAS 123(R) except that estimated
forfeitures have been disregarded for these purposes. These columns reflect the Companys FAS
123(R) amortization expense from awards of restricted stock, RSUs, stock options and SSARs
granted in fiscal years 2004, 2005, 2006, 2007, 2008 and 2009. In fiscal 2009, Messrs.
Alpert, Leemputte, Solari and Zelnak were each granted 4,500 shares of restricted stock and
4,500 stock options, and Mr. Beazer was granted 10,295 shares of restricted stock and 15,442
stock options. The Company cautions that the amounts reported in the table for these awards may not represent the
amounts that our non-employee directors will actually realize from the awards. Whether, and to
what extent, a non-employee director realizes value will depend on a number of factors, including
the Companys performance and stock price. Further information regarding the valuation of stock and option awards can be
found in Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for
the year ended September 30, 2009. The grant date fair value of the director stock and option
awards that incurred amortization expense in fiscal 2009 is as follows: 20




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##### Table of Contents



Grant Date Fair
    
    Grant Date Fair ValueValue of Stock
    
    of Option Awards perGrant Date
    
    Director(s) Receiving Grant
    
    Awards per Director
    
    DirectorFebruary 4, 2004 (a)
    
    Mr. Beazer
    
    $
    116,678
    
    
    
    February 4, 2004 (a)
    
    Messrs. Alpert, Solari and Zelnak
    
    $
    49,440
    
    
    
    November 4, 2004 (b)
    
    Mr. Beazer
    
    $
    116,702
    
    
    
    November 4, 2004 (b)
    
    Messrs. Alpert, Solari and Zelnak
    
    $
    57,095
    
    
    
    August 3, 2005 (c)
    
    Mr. Leemputte
    
    $
    327,750
    
    
    
    November 15, 2005 (d)
    
    Mr. Beazer
    
    $
    123,544
    
    
    $
    64,939November 15, 2005 (d)
    
    Messrs. Alpert, Leemputte, Solari and Zelnak
    
    $
    93,030
    
    
    $
    39,120November 15, 2006 (e)
    
    Messrs. Beazer, Leemputte, Solari and Zelnak
    
    $
    4,367
    
    
    
    February 6, 2007
    
    Mr. Beazer
    
    $
    75,949
    
    
    $
    121,076February 6, 2007
    
    Messrs. Alpert, Leemputte, Solari and Zelnak
    
    $
    64,650
    
    
    $
    33,795November 30, 2007
    
    Messrs. Beazer, Leemputte, Solari and Zelnak
    
    $
    4,374
    
    
    
    August 10, 2009
    
    Mr. Beazer
    
    $
    40,562
    
    
    $
    45,863August 10, 2009
    
    Messrs. Alpert, Leemputte, Solari and Zelnak
    
    $
    17,730
    
    
    $
    13,365
 
 (a)
    
    Restricted stock award vested February 10, 2009.(b)
    
    Restricted stock award vested November 4, 2009.(c)
    
    Initial restricted stock award grant to newly-elected director, related option award vested
in fiscal 2008.(d)
    
    Option award vested November 15, 2008. None of these options have been exercised to date.(e)
    
    Restricted stock units vested November 15, 2009.(4)
    
    Our non-employee directors held the following amounts of restricted stock and restricted
stock units at September 30, 2009: Mr. Alpert  9,000; Mr. Beazer 20,570; Mr. Leemputte 
15,567; Mr. Solari  12,067; and Mr. Zelnak  12,067. See Security Ownership of Management
above for complete beneficial ownership information of the Companys common stock for each of
our directors.(5)
    
    Our non-employee directors held the following amounts of stock options and SSARs at September
30, 2009: Mr. Alpert  28,500; Mr. Beazer  80,009; Mr. Leemputte  12,500; Mr. Solari 
36,615; and Mr. Zelnak  40,500. See Security Ownership of Management above for complete
beneficial ownership information of the Companys common stock for each of our directors. Narrative Disclosure to Director Compensation Table
 Non-Employee Directors (excluding Brian C. Beazer):
    Brian C. Beazer:
 21




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##### Table of Contents



22




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Management
  Number of Common
    
    Percent ofShares Beneficially
    
    OutstandingName of Beneficial Owner
    
    Owned (1)(2)(3)(4)(5)
    
    (6)Laurent Alpert
    
    
    42,000
    
    
    
    *Brian C. Beazer
    
    
    155,335
    
    
    
    *Michael H. Furlow (7)
    
    
    334,879
    
    
    
    *Kenneth F. Khoury
    
    
    66,672
    
    
    
    *Peter G. Leemputte
    
    
    20,991
    
    
    
    *Ian J. McCarthy
    
    
    1,380,067
    
    
    
    3.39
    %Allan P. Merrill
    
    
    239,226
    
    
    
    *Norma A. Provencio (8)
    
    
    0
    
    
    
    *Larry T. Solari
    
    
    47,978
    
    
    
    *Stephen P. Zelnak, Jr.
    
    
    47,888
    
    
    
    *Directors and Executive Officers as a Group (10 persons)
    
    
    2,335,036
    
    
    
    5.73
    %
 
 *
    
    Less than 1%(1)
    
    Beneficial ownership includes restricted stock as follows: Mr. Alpert  7,500, Mr. Beazer 
13,362, Mr. Furlow  50,485, Mr. Khoury  66,672, Mr. Leemputte  12,500, Mr. McCarthy 
105,851, Mr. Merrill  186,285, Mr. Solari  7,500, and Mr. Zelnak  7,500. Such shares of
restricted stock were awarded under the 1999 Plan and will vest unconditionally between three
and seven years from the date of grant.(2)
    
    Beneficial ownership includes performance-based restricted stock as follows: Mr. Beazer 
1,075, Mr. Furlow  23,338, Mr. McCarthy  52,509, and Mr. Merrill  52,941. Such shares
of restricted stock were awarded under the 1999 Plan, and will vest contingent upon the
achievement of performance criteria based on the Companys total shareholder return as
compared to the total shareholder return of the Performance Stock Peer Group.(3)
    
    Beneficial ownership includes shares of the Companys common stock held through the Companys
401(k) plan as follows: Mr. McCarthy  5,102, and Mr. Furlow  4,569.(4)
    
    Beneficial ownership includes shares underlying stock
options/SSARs, respectively, which were fully
vested and exercisable at, or will vest within 60 days of December 7, 2009 as follows: Mr.
Alpert 24,000, Mr. Beazer  64,567, Mr. Furlow  188,955, Mr. Leemputte  8,000, Mr.
McCarthy  571,015, Mr. Solari  32,115, and Mr. Zelnak  36,000.(5)
    
    Beneficial ownership does not include the right to receive shares of common stock, currently
represented by restricted stock units, which directors are entitled to receive three years
from the award date in lieu of a portion of their annual retainer as follows: Mr. Beazer 
2,576, Mr. Leemputte  2,576, Mr. Solari  2,576, and Mr. Zelnak  2,576.(6)
    
    Based upon 39,818,977 shares of outstanding common stock and
items in footnote 4 above as of December 7, 2009.(7)
    
    Mr. Furlow resigned his position as Executive Vice President and Chief Operating Officer
effective August 6, 2009 and became our Division President  Charleston/Myrtle Beach/Savannah.
Accordingly, he ceased to be an executive officer on August 6, 2009.(8)
    
    Ms. Provencio was not elected as a director until November 20, 2009. 23




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##### Table of Contents



Security Ownership of Principal Stockholders
  Amount and Natureof Beneficial
    
    PercentName and Address of Beneficial Owner
    
    Ownership
    
    of Class (1)Barclays Global Investors, NA
400 Howard Street
    
    
    3,797,332
    (2)
    
    
    9.54
    %San Francisco, CA 94105Deutsche Bank AG
Theodor-Heuss-Allee 70
    
    
    2,645,300
    (3)
    
    
    6.64
    %60468 Frankfurt am Main, Federal Republic of GermanyRenaissance Technologies LLC
800 Third Avenue
    
    
    2,272,100
    (4)
    
    
    5.71
    %New York, NY 10022
 
 (1)
    
    Based upon 39,818,977 shares of outstanding common stock as
of December 7, 2009. The
beneficial ownership information regarding principal stockholders is based upon the most
recently available Schedule 13G or amendment thereto filed by each respective holder.(2)
    
    Barclays Global Investors, NA and Barclays Global Fund Advisors jointly filed a Schedule 13G
on February 5, 2009. According to the Schedule 13G, (a) Barclays Global Investors, NA had
sole voting power as to 777,156 shares and sole dispositive power as to 931,215 shares it
beneficially owned; and (b) Barclays Global Fund Advisors had sole voting and dispositive
power as to 2,866,117 shares it beneficially owned. Each of the reporting entities has the
same address.(3)
    
    Deutsche Bank AG, Deutsche Bank AG, London Branch and Deutsche Bank Securities, jointly filed
a Schedule 13G/A on February 9, 2009. According to the Schedule 13G/A, (a) Deutsche Bank AG
had sole voting and sole dispositive power as to the 2,645,300 shares it beneficially owned,
(b) Deutsche Bank AG, London Branch had sole voting and sole dispositive power as to the
2,617,300 shares it beneficially owned, and (c) Deutsche Bank Securities had sole voting and
sole dispositive power as to the 28,000 shares it beneficially owned. Each of the reporting
entities has the same address.(4)
    
    Renaissance Technologies LLC and James H. Simon jointly filed a Schedule 13G on February 13,
2009. According to the Schedule 13G, Renaissance Technologies LLC and James H. Simon had sole
voting and sole dispositive power as to the 2,272,100 shares each beneficially owned. Each of
the reporting entities has the same address. 
 Item 13. Certain Relationships and Related Transactions and Director Independence
 Transactions with Related Persons
  Review, Approval or Ratification of Transactions with Related Persons
   24




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##### Table of Contents



Director Independence
   25




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  Audit Fees:
 Audit-Related Fees:
 Tax Fees:
 All Other Fees:
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  (a)(1) Financial Statements
      (a)(2) Financial Statement Schedules
  26




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##### Table of Contents



(a)(3) Exhibits
 ExhibitNumber
    
    Exhibit Description3.1
    
    Amended and Restated Certificate of Incorporation of the Company 
incorporated herein by reference to Exhibit 3.1 of the Companys Form
10-K filed on December 2, 2008 (File No. 001-12822)3.2
    
    Third Amended and Restated Bylaws of the Company  incorporated herein by
reference to Exhibit 3.1 of the Companys Form 8-K filed on July 1, 2008
(File No. 001-12822)4.1
    
    Indenture dated as of May 21, 2001 among the Company and U.S. Bank Trust
National Association, as trustee, related to the Companys 8 5/8% Senior
Notes due 2011  incorporated herein by reference to Exhibit 4.4 of the
Companys Form 10-K for the year ended September 30, 2001 (File No.
001-12822)4.2
    
    Supplemental Indenture (8 5/8% Notes) dated as of May 21, 2001 among the
Company, its subsidiaries party thereto and U.S. Bank Trust National
Association, as trustee  incorporated herein by reference to Exhibit 4.5
of the Companys Form 10-K for the year ended September 30, 2001 (File
No. 001-12822)4.3
    
    Form of 8 5/8% Senior Notes due 2011  incorporated herein by reference
to Exhibit 4.6 of the Companys Form 10-K for the year ended September
30, 2001 (File No. 001-12822)4.4
    
    Specimen of Common Stock Certificate  incorporated herein by reference
to Exhibit 4.1 of the Companys Registration Statement on Form S-1
initially filed on December 6, 19934.5
    
    Indenture dated as of April 17, 2002 among Beazer, the Guarantors party
thereto and U.S. Bank Trust National Association, as trustee, related to
the Companys 8 3/8% Senior Notes due 2012  incorporated herein by
reference to Exhibit 4.11 of the Companys Registration Statement on Form
S-4 filed on July 16, 20024.6
    
    First Supplemental Indenture dated as of April 17, 2002 among Beazer, the
Guarantors party thereto and U.S. Bank Trust National Association, as
trustee, related to the Companys 8 3/8% Senior Notes due
2012  incorporated herein by reference to Exhibit 4.12 of the Companys
Registration Statement on Form S-4 filed on July 16, 20024.7
    
    Form of 8 3/8% Senior Notes due 2012  incorporated herein by reference
to Exhibit 4.14 of the Companys Registration Statement on Form S-4 filed
on July 16, 20024.8
    
    Second Supplemental Indenture dated as of November 13, 2003 among Beazer,
the Guarantors party thereto and U.S. Bank Trust National Association, as
trustee, related to the Companys 6 1/2% Senior Notes due
2013  incorporated herein by reference to Exhibit 4.11 of the Companys
Form 10-K for the year ended September 30, 2003 (File No. 001-12822)4.9
    
    Form of 6 1/2% Senior Notes due 2013  incorporated herein by reference
to Exhibit 4.12 of the Companys Form 10-K for the year ended September
30, 2003 (File No. 001-12822)4.10
    
    Indenture dated as of June 8, 2004 among Beazer, the Guarantors party
thereto and SunTrust Bank, as trustee, related to the 4 5/8% Convertible
Senior Notes due 2024  incorporated herein by reference to Exhibit 4.1
of the Companys Form 10-Q for the quarter ended June 30, 2004 (File No.
001-12822)4.11
    
    Form of 4 5/8% Convertible Senior Notes due 2024  incorporated herein by
reference to Exhibit 4.2 of the Companys Form 10-Q for the quarter ended
June 30, 2004 (File No. 001-12822)4.12
    
    Form of 6 7/8% Senior Notes due 2015  incorporated herein by reference
to Exhibit 4.2 of the Companys Form 8-K filed on June 13, 20054.13
    
    Form of Fifth Supplemental Indenture, dated as of June 8, 2005, by and
among Beazer, the Subsidiary Guarantors party thereto and U.S. Bank
National Association, as trustee  incorporated herein by reference to
Exhibit 4.1 of the Companys Form 8-K filed on June 13, 20054.14
    
    Sixth Supplemental Indenture, dated as of January 9, 2006, to the Trust
Indenture dated as of May 21, 2001  incorporated herein by reference to
Exhibit 99.1 of the Companys Form 8-K filed on January 17, 2006 (File
No. 001-12822)4.15
    
    Seventh Supplement Indenture, dated as of January 9, 2006, to the Trust
Indenture dated as of April 17, 2002  incorporated herein by reference
to Exhibit 99.2 of the Companys Form 8-K filed on January 17, 2006 (File
No. 001-12822)
 27




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description4.16
    
    Form of Senior Note due 2016  incorporated herein by reference to
Exhibit 4.2 of the Companys Form 8-K filed on June 8, 2006 (File
No. 001-12822)4.17
    
    Form of Eighth Supplemental Indenture, dated June 6, 2006, by and among
Beazer Homes USA, Inc., the guarantors named therein and UBS Securities
LLC, Citigroup Global Markets Inc., J.P. Morgan Securities, Inc.,
Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc., BNP Paribas
Securities Corp. and Greenwich Capital Markets  incorporated herein by
reference to Exhibit 4.1 of the Companys Form 8-K filed on June 8, 2006
(File No. 001-12822)4.18
    
    Form of Junior Subordinated indenture between Beazer Homes USA, Inc.,
JPMorgan Chase Bank, National Association, dated June 15, 2006 
incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K
filed on June 21, 2006 (File No. 001-12822)4.19
    
    Form of the Amended and Restated Trust Agreement among Beazer Homes USA,
Inc., JPMorgan Chase Bank, National Association, Chase Bank USA, National
Association and certain individuals named therein as Administrative
Trustees, dated June 15, 2006  incorporated herein by reference to
Exhibit 4.2 of the Companys Form 8-K filed on June 21, 2006 (File
No. 001-12822)4.20
    
    Seventh Supplemental Indenture, dated October 26, 2007, amending and
supplementing the Indenture, dated May 21, 2001, among the Company, US
Bank National Association, as trustee, and the subsidiary guarantors
party thereto  incorporated herein by reference to Exhibit 10.2 of the
Companys Form 8-K filed on October 30, 2007 (File No. 001-12822)4.21
    
    Ninth Supplemental Indenture, dated October 26, 2007, amending and
supplementing the Indenture, dated April 17, 2002, among the Company, US
Bank National Association, as trustee, and the subsidiary guarantors
party thereto  incorporated herein by reference to Exhibit 10.3 of the
Companys Form 8-K filed on October 30, 2007 (File No. 001-12822)4.22
    
    Third Supplemental Indenture, dated October 26, 2007, amending and
supplementing the Indenture, dated June 8, 2004, among the Company,
SunTrust Bank, as trustee, and the subsidiary guarantors party thereto 
incorporated herein by reference to Exhibit 10.4 of the Companys
Form 8-K filed on October 30, 2007 (File No. 001-12822)4.23
    
    Section 382 Rights Agreement, dated as of July 31, 2009, between Beazer
Homes USA, Inc. and American Stock Transfer & Trust Company, LLC, as
Rights Agent  incorporated herein by reference to Exhibit 10.1 of the
Companys Form 8-K filed on August 3, 2009 (File No. 001-12822)4.24
    
    Form of Indenture, dated as of September 11, 2009, by and among Beazer
Homes USA, Inc., the subsidiary guarantors party thereto, U.S. Bank
National Association, as trustee, and Wilmington Trust FSB, as notes
collateral agent  incorporated herein by reference to Exhibit 4.1 of the
Companys Form 8-K filed on September 11, 2009 (File No. 001-12822)4.25
    
    Form of Senior Secured Note due 2017  incorporated herein by reference
to Exhibit 4.2 of the Companys Form 8-K filed on September 11, 2009
(File No. 001-12822)4.26
    
    Form of Registration Rights Agreement, dated September 11, 2009, by and
among Beazer Homes USA, Inc., the guarantors party thereto, Citigroup
Global Markets Inc. and Moelis & Company LLC  incorporated herein by
reference to Exhibit 4.3 of the Companys Form 8-K filed on September 11,
2009 (File No. 001-12822)10.1*
    
    Amended and Restated 1994 Stock Incentive Plan  incorporated herein by
reference to Exhibit 10.1 of the Companys Form 10-K for the year ended
September 30, 2005 (File No. 001-12822)10.2*
    
    Non-Employee Director Stock Option Plan  incorporated herein by
reference to Exhibit 10.2 of the Companys Form 10-K for the year ended
September 30, 2001 (File No. 001-12822)10.3*
    
    Amended and Restated 1999 Stock Incentive Plan  incorporated herein by
reference to Exhibit 10.2 of the Companys Form 8-K filed on August 8,
2008 (File No. 001-12822)10.4*
    
    2005 Value Created Incentive Plan  incorporated herein by reference to
Exhibit 10.4 of the Companys Form 10-K for the year ended September 30,
2004 (File No. 001-12822)10.5*
    
    Second Amended and Restated Corporate Management Stock Purchase Program 
incorporated herein by reference to Exhibit 10.5 of the Companys
Form 10-K for the year ended September 30, 2007 (File No. 001-12822)10.6*
    
    Customer Survey Incentive Plan  incorporated herein by reference to
Exhibit 10.6 of the Companys Form 10-K for the year ended September 30,
2004 (File No. 001-12822)
 28




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.7*
    
    Director Stock Purchase Program  incorporated herein by reference to
Exhibit 10.7 of the Companys Form 10-K for the year ended September 30,
2004 (File No. 001-12822)10.8*
    
    Form of Stock Option and Restricted Stock Award Agreement  incorporated
herein by reference to Exhibit 10.8 of the Companys Form 10-K for the
year ended September 30, 2004 (File No. 001-12822)10.9*
    
    Form of Stock Option Award Agreement  incorporated herein by reference
to Exhibit 10.9 of the Companys Form 10-K for the year ended
September 30, 2004 (File No. 001-12822)10.10*
    
    Amended and Restated Employment Agreement of Ian J. McCarthy dated as of
September 1, 2004  incorporated herein by reference to Exhibit 10.01 of
the Companys Form 8-K filed on September 1, 2004 (File No. 001-12822)10.11*
    
    First Amendment to Amended and Restated Employment Agreement of Ian J.
McCarthy dated as of February 3, 2006  incorporated herein by reference
to Exhibit 10.11 of the Companys Form 10-Q for the quarter ended
March 31, 2006 (File No. 001-12822)10.12*
    
    Second Amendment to Amended and Restated Employment Agreement of Ian J.
McCarthy dated as of December 31, 2008  incorporated herein by reference
to Exhibit 10.31 of the Companys Form 10-Q for the quarter ended
December 31, 2008 (File No. 001-12822)10.13*
    
    Amended and Restated Employment Agreement of Michael H. Furlow dated as
of August 6, 2009  incorporated herein by reference to Exhibit 10.3 of
the Companys Form 10-Q for the quarter ended June 30, 2009 (File
No. 001-12822)10.14*
    
    Employment Agreement effective May 1, 2007 for Allan P. Merrill -
incorporated herein by reference to Exhibit 10.01 of the Companys
Form 8-K filed on April 24, 2007 (File No. 001-12822)10.15*
    
    First Amendment to Employment Agreement effective December 31, 2008 for
Allan P. Merrill  incorporated herein by reference to Exhibit 10.5 of
the Companys Form 10-Q for the quarter ended December 31, 2008 (File
No. 001-12822)10.16*
    
    Amended and Restated Supplemental Employment Agreement of Ian J. McCarthy
dated as of February 3, 2006  incorporated herein by reference to
Exhibit 10.1of the Companys Form 10-Q for the quarter ended March 31,
2006 (File No. 001-12822)10.17*
    
    First Amendment to Amended and Restated Supplemental Employment Agreement
of Ian J. McCarthy effective December 31, 2008  incorporated herein by
reference to Exhibit 10.6 of the Companys Form 10-Q for the quarter
ended December 31, 2008 (File No. 001-12822)10.18*
    
    Amended and Restated Supplemental Employment Agreement of Michael H.
Furlow dated as of August 6, 2009  incorporated herein by reference to
Exhibit 10.4 of the Companys Form 10-Q for the quarter ended June 30,
2009 (File No. 001-12822)10.19*
    
    Change of Control Employment Agreement effective May 1, 2007 for Allan P.
Merrill  incorporated herein by reference to Exhibit 10.02 of the
Companys Form 8-K filed on April 24, 2007 (File No. 001-12822)10.20*
    
    Change of Control Employment Agreement effective May 1, 2007 for Allan P.
Merrill  incorporated herein by reference to Exhibit 10.02 of the
Companys Form 8-K filed on April 24, 2007 (File No. 001-12822)10.21*
    
    Employment Letter for Kenneth F. Khoury effective January 5, 2009 
incorporated herein by reference to Exhibit 10.1 of the Companys
Form 10-Q for the quarter ended December 31, 2008 (File No. 001-12822)10.22*
    
    Change of Control Agreement for Kenneth F. Khoury effective December 5,
2008  incorporated herein by reference to Exhibit 10.2 of the Companys
Form 10-Q for the quarter ended December 31, 2008 (File No. 001-12822)10.23*
    
    Form of Performance Shares Award Agreement dated as of February 2, 2006 
incorporated herein by reference to Exhibit 10.18 of the Companys
Form 10-Q for the quarter ended March 31, 2006 (File No. 001-12822)10.24*
    
    Form of Award Agreement dated as of February 2, 2006  incorporated
herein by reference to Exhibit 10.19 of the Companys Form 10-Q for the
quarter ended March 31, 2006 (File No. 001-12822)10.25*
    
    2005 Executive Value Created Incentive Plan  incorporated herein by
reference to Exhibit 10.1 of the Companys Form 8-K filed on February 9,
2005 (File No. 001-12822)
 29




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.26*
    
    Form of Indemnification Agreement  incorporated herein by reference to
Exhibit 10.1 of the Companys Form 8-K filed on July 1, 2008 (File
No. 001-12822)10.27
    
    Credit Agreement dated as of July 25, 2007 between the Company, the
lenders thereto, and Wachovia Bank, National Association, as Agent, BNP
Paribas, The Royal Bank of Scotland, and Guaranty Bank, as Documentation
Agents, Regions Bank, as Senior Managing Agent, and JPMorgan Chase Bank,
as Managing Agent  incorporated herein by reference to Exhibit 10.1 of
the Companys Form 8-K filed on July 26, 2007 (File No. 001-12822)10.28
    
    Waiver and First Amendment, dated as of October 10, 2007, to and under
the Credit Agreement, dated as of July 25, 2007, among the Company, the
lenders thereto and Wachovia Bank, National Association, as Agent 
incorporated herein by reference to Exhibit 10.1 of the Companys
Form 8-K filed on October 11, 2007 (File No. 001-12822)10.29
    
    Second Amendment, dated October 26, 2007, to and under the Credit
Agreement, dated as of July 25, 2007, among the Company, the lenders
thereto and Wachovia Bank, National Association, as Agent  incorporated
herein by reference to Exhibit 10.1 of the Companys Form 8-K filed on
October 30, 2007 (File No. 001-12822)10.30
    
    Third Amendment, dated as of August 7, 2008, to and under the Credit
Agreement, dated as of July 25, 2007, among the Company, the lenders
thereto and Wachovia Bank, National Association, as Agent  incorporated
herein by reference to Exhibit 10.1 of the Companys Form 8-K filed on
August 8, 2008 (File No. 001-12822)10.31
    
    Fourth Amendment, dated as of July 31, 2009, to and under the Credit
Agreement, dated as of July 25, 2007, among the Company, the lenders
thereto and Wachovia Bank, National Association, as Agent  incorporated
herein by reference to Exhibit 10.1 of the Companys Form 10-Q for the
quarter ended June 30, 2009 (File No. 001-12822)10.32
    
    Amended and Restated Credit Agreement, dated August 5, 2009, between the
Company, the lenders and issuers thereto and CITIBANK, N.A., as Swing
Line Lender and Agent  incorporated herein by reference to Exhibit 10.2
of the Companys Form 10-Q for the quarter ended June 30, 2009 (File
No. 001-12822)10.33*
    
    2008 Beazer Homes USA, Inc. Deferred Compensation Plan, adopted effective
January 1, 2008  incorporated herein by reference to Exhibit 10.27 of
the Companys Form 10-K for the fiscal year ended September 30, 2007
(File No. 001-12822)10.34*
    
    Discretionary Employee Bonus Plan  incorporated herein by reference to
Exhibit 10.28 of the Companys Form 10-K for the fiscal year ended
September 30, 2007 (File No. 001-12822)21
    
    Subsidiaries of the Company  previously filed23
    
    Consent of Deloitte & Touche LLP  previously filed24
    
    Power of Attorney  see the Power of Attorney in the signature page hereto31.1
    
    Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302
of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302
of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002  previously filed32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002  previously filed
 
 *
    
    Represents a management contract or compensatory plan. (b) Exhibits
  24
    
    Power of Attorney  see the Power of Attorney in the signature page hereto31.1
    
    Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302
of the Sarbanes-Oxley Act of 2002
 30




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##### Table of Contents



31.2
    
    Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302
of the Sarbanes-Oxley Act of 2002
 (c) Financial Statement Schedules
  31




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##### Table of Contents



SIGNATURES
  BEAZER HOMES USA, INC.By:
    /s/ Ian J. McCarthyIan J. McCarthyPresident and Chief Executive Officer
Date: December 3, 2009   Signature
    
    Title
    
    Date/s/ Ian J. McCarthy

Ian J. McCarthy
    
    President, Chief Executive Officer and
Director
(Principal Executive Officer)
    
    December 3, 2009/s/ Allan P. Merrill

Allan P. Merrill
    
    Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    December 3, 2009/s/ Robert Salomon

Robert Salomon
    
    Senior Vice President, Chief
Accounting Officer and Controller
(Principal Accounting Officer)
    
    December 3, 2009/s/ Brian C. Beazer

Brian C. Beazer
    
    Non-Executive Chairman, Director
    
    December 3, 2009/s/ Laurent Alpert

Laurent Alpert
    
    Director
    
    December 2, 2009/s/ Peter G. Leemputte

Peter G. Leemputte
    
    Director
    
    December 7, 2009/s/ Norma A. Provencio

Norma A. Provencio
    
    Director
    
    December 3, 2009/s/ Larry T. Solari

Larry T. Solari
    
    Director
    
    December 2, 2009/s/ Stephen P. Zelnak, Jr.

Stephen P. Zelnak, Jr.
    
    Director
    
    December 3, 2009