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Exhibit 10.2  


 
 

BEAZER HOMES U.S.A., INC.    
    
    Non-Employee Director Stock Option Plan    
    


1.    Purpose of the Plan.    


        The
purpose of this Non-Employee Director Stock Option Plan (the "Plan") is to promote the success of Beazer Homes U.S.A., Inc. (the "Company") by attracting and
retaining non-employee directors by supplementing their cash compensation and providing a means for such directors to increase their holdings of common stock of the Company. 


2.    Definitions.    


        As
used herein, the following definitions shall apply: 



        2.0   The
"Company" shall mean Beazer Homes U.S.A., Inc., a Delaware corporation, and any successor corporation. 


        2.1   "Annual
Meeting Date" means the date of the annual meeting of the stockholders of the Company at which directors are elected. 


        2.2   "Board"
means the Board of Directors of the Company. 


        2.3   "Common
Stock" means the Common Stock, par value $.01 per share, of the Company. 


        2.4   "Code"
means the Internal Revenue Code of 1986, as amended. 


        2.5   "Corporation"
means the Company and its Subsidiaries. 


        2.6   "Eligible
Director" means any person who is a member of the Board and who is not an employee, full time or part time, of either the Corporation or of Hanson PLC and/or
its subsidiaries; provided, that the Non-Executive Chairman of the Company as of the date of adoption of the Plan by the Board,
Mr. Brian C. Beazer, shall be an Eligible Director. 


        2.7   "Initial
Grant Date" means the date on which a person is initially elected as a member of the Board or, with respect to those persons who are Eligible Directors and who
serve on the Board at the time of adoption of this Plan by the Board, the date of approval of the Plan by the Company's stockholders. 


        2.8   "Option"
means a stock option granted pursuant to this Plan. 


        2.9   "Option
Agreement" means the agreement between the Company and the Optionee for the grant of an Option. 


        2.10 "Option
Stock" means stock subject to an Option granted pursuant to this Plan. 



        2.11 "Optionee"
means a person who receives an Option. 


        2.12 "Plan"
means the Company's Non-Employee Director Stock Option Plan. 


        2.13 "Shares"
means shares of the Common Stock. 


        2.14 "Subsidiary"
means a "subsidiary corporation" as defined in Section 425(f) and (g) of the Code. 




3.    Stock Subject to the Plan.    



        Subject
to the provisions of Section 11 of this Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan, excluding those Shares constituting the
unexercised portion of any canceled, terminated or expired options, is 100,000 Shares. Such Shares shall be authorized, but unissued, Common Stock. If an Option should expire or become unexercisable
for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, 





 



unless
the Plan shall have been terminated, become available for the grant of other Options under the Plan. 


4.    Administration of the Plan.    


        This
Plan shall be administered by the Board, which shall have authority to adopt such rules and regulations, and to make such determinations as are not inconsistent with the Plan and
are necessary or desirable for its implementation and administration. 


5.    Grants of Options.    



        5.1    Nondiscretionary Grants.    On the Initial Grant Date, each Eligible Director shall receive the grant of an
Option to purchase 10,000 Shares. 


        5.2    Adjustments.    The number of Shares subject to any Option shall be subject to adjustment from time to time in
accordance with Section 11 hereof. 


6.    Term of Plan.    



        This
Plan shall become effective as of January 1, 1995 (the "Effective Date") and upon its adoption by the Board, and shall continue in effect until all Options granted hereunder
have expired or been exercised, unless soon terminated under the provisions relating thereto. No Option shall be granted after ten (10) years from the earlier of the date of adoption of this
Plan or its approval by the stockholders as contemplated by Section 13.1. 


7.    Terms of Option Agreement.    


        Upon
the grant of each Option, the Company and the Eligible Director shall enter into an Option Agreement which shall specify the grant date and the purchase price of the Option Shares,
and shall include or incorporate by reference the substance of all of the following provisions and such other provisions consistent with this Plan as the Board may determine. 


        7.1    Term.    The term ("Term") of an Option shall be ten years from its Grant Date, subject to earlier termination
in accordance with Section 7.6 or 7.7 hereof. 


        7.2    Exercise Schedule.    An Option shall not be exercisable until the third anniversary of the Grant Date, at
which time it shall become exercisable for up to 100% of the Shares covered thereby. Notwithstanding the foregoing, an Option held by an Eligible Director shall become immediately exercisable in full
upon (i) the death or disability of such Eligible Director, (ii) retirement of such Eligible Director from the Board, (iii) an unsuccessful attempt by such Eligible Director to
win re-election to the Board, or (iv) the adoption by the Company of a plan for a dissolution, liquidation, merger, consolidation or reorganization as described in clauses (x),
(y) or (z) of Section 7.7 (each of (i), (ii), (iii) and (iv), an "Acceleration Event"). 


        7.3    Purchase Price.    The purchase price of the Shares subject to each Option shall be the fair market value
thereof on the grant date. For purposes of this Plan, fair market value shall mean the closing price of such Shares on the New York Stock Exchange ("NYSE") Composite Tape on the grant date date or, in
the event the Grant Date is not a day on which the NYSE is open for trading, the next day on which the NYSE is open for trading. 


        7.4    Payment of Purchase Price.    The purchase price of Shares acquired pursuant to an Option shall be paid in full
at the time the Option is exercised in cash or by delivery of any property other than cash (including Shares or other securities of the Company, so long as such property constitutes valid
consideration for the Shares purchased under applicable law and is surrendered in good form for transfer, or by some combination of cash and such other property); provided, however, that the purchase
price may not be paid by the delivery of Shares more frequently than once every six months. 


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        7.5    Transferability.    No Option shall be transferable other than by will or the laws of descent and distribution,
and an Option shall be exercisable during the Eligible Director's lifetime only by the Eligible Director. 



        7.6    Termination of Membership on the Board.    If an Eligible Director's membership on the Board terminates as the
result of an Acceleration Event as defined in Section 7.2, any Option held at the time of termination may be exercised in whole or in part at any time within one year after the date of such
termination (but in no event after the Term of the Option expires) and shall thereafter automatically terminate. 


        7.7    Change of Ownership.    In the event of (x) a dissolution or liquidation of the Company, (y) a
merger or consolidation in which the Company is not the surviving corporation, or (z) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company
entitled to vote are exchanged, the Company shall give to each Eligible Director, at the time of adoption of the plan for liquidation, dissolution, merger, consolidation or reorganization, either, in
the Company's sole discretion (i) a reasonable time thereafter within which to exercise the Option, prior to the effectiveness of such liquidation, dissolution, merger, consolidation or
reorganization, at the end of which time the Option shall terminate, or (ii) the right to exercise the Option (or a substitute Option) as to an equivalent number of shares of stock of the
corporation succeeding the Company or acquiring its business by reason of such liquidation, dissolution, merger, consolidation or reorganization. 


8.    Use of Proceeds.    


        Proceeds
from the sale of Shares pursuant to this Plan shall be used by the Company for general corporate purposes. 


9.    Term of Options.    


        The
term of each option granted under the Plan shall be ten (10) years from the date of the grant thereof, subject to earlier termination as herein provided. 


10.    Exercise of Options.    


        10.1    Procedure for Exercise.    Any Option granted hereunder shall be exercisable in installments as specified in
Section 7.2 hereof, under such conditions as the Board shall designate under the terms of the Plan and of the Option Agreement. To the extent not exercised, installments shall, unless otherwise
provided in the Option Agreement, accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. 



        An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Until the issuance of the stock certificates (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to option
Shares notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other rights for which the record date is prior to the date the stock certificates are issued except as
provided in Section 11 hereof. 


        10.2    Exercise following Death.    In the case of an Optionee's death, exercise shall be by the person or persons
(including his estate) to whom his rights under such Option shall have passed by will or by laws of descent and distribution. 


        10.3    Compliance with Law.    The exercise of each Option shall be on the condition that the purchases of stock
thereunder shall be for investment purposes, and not with a view to resale or distribution unless the Shares subject to such Option are registered under the Securities Act of 1933, as 


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amended,
or if in the opinion of counsel for the Company such registration is not required under the Securities Act of 1933, as amended, or any other applicable law, regulation, or rule of any
governmental agency. 


11.    Adjustment Upon Changes in Capitalization.    


        11.1    Changes in Capitalization.    If the number of Shares of the Company as a whole are increased, decreased or
changed into, or exchanged for, a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares
subject to this Plan, and in the number, kind, and per share exercise price of Shares subject to unexercised Options or portions thereof granted prior to any such change. Any such adjustment in an
outstanding Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the price for each Shares
covered by the Option. 


        11.2    Dissolution or Liquidation.    Upon the dissolution or liquidation of the Company, this Plan and the Options
issued thereunder shall terminate. 


12.    Time of Granting Options.    


        The
grant date of an Option under this Plan shall be the Initial Grant Date. No option shall be granted after expiration of the term of this Plan. 


13.    Approval, Amendment and Termination of the Plan.    



        13.1    Approval.    The Plan shall be adopted by the Board, and shall be presented to the stockholders of the Company
for their approval by vote of a majority of such stockholders present, or represented at a meeting duly held, such approval to be given within twelve (12) months before or after the date of
adoption hereof. Options may be granted prior to such approval, but such Options shall be contingent upon such approval being obtained and may not be exercised prior to such approval. 


        13.2    Amendment.    The Board, without further approval of the stockholders, may amend this Plan at any time and
from time to time in such respects as the Board may deem advisable, subject to any stockholder or regulatory approval required by law, and to any conditions established by the terms of such amendment;
provided that in no event shall the Plan be amended more than once every six (6) months; and provided, further, that no amendment that would: 



	(a)
	materially
increase the number of Shares that may be issued under the Plan;



	(b)
	materially
modify the requirements as to eligibility for participation in the Plan;



	(c)
	otherwise
materially increase the benefits accruing to participants under the Plan;



	(d)
	cause
Rule 16b-3 to become unavailable with respect to the Plan; or



	(e)
	would
violate the rules or regulations of the New York Stock Exchange, any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable
to the Company. 




shall
be made without the approval of the Company's stockholders. 


        13.3.    Termination and Suspension.    The Board, without further approval of the stockholders, may at any time
terminate or suspend this Plan. Any such termination or suspension of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not
been terminated or suspended. No Option may be granted while the Plan is suspended or after it is terminated. Rights and obligations under any Option granted while this Plan is in effect shall not be 


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altered
or impaired by suspension or termination of this Plan, except with the consent of the person to whom the Option was granted. An Option may be terminated by agreement between an Optionee and
the Company and, in lieu of the terminated Option, a new Option may be granted with an exercise price which may be higher or lower than the exercise price of the terminated Option. 


14.    Conditions upon Issuance of Shares.    


        Shares
shall not be issued with respect to any Option granted under this Plan unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. Inability of the Company to obtain authority from any regulatory body having jurisdictional authority deemed by its counsel to be necessary to the lawful issuance and
sale of any Shares hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares as to which such requisite authority shall not have been
obtained. 


15.    Reservation of Shares.    


        The
Company, during the term of the Plan, will at all times reserve and keep available a number of Shares as shall be sufficient to satisfy the requirements of the Plan. 


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BEAZER HOMES U.S.A., INC. Non-Employee Director Stock Option Plan