##### 



Exhibit 10.15
 Technical Olympic USA, Inc. (TOUSA) Performance Unit Program
 Term Sheet for Performance Unit Program  Pursuant to Section 6(c) of TOUSA Annual and Long-Term Incentive Plan (LTIP)
  Program:
    
    This Performance Unit Program is pursuant to the authority set forth in
Section 6(c) of the LTIP.Awards:
    
    Performance Units (Units) will be awarded to eligible
Associates1. The number of Units to be awarded to Associates
will be proposed by the CEO and approved by the TOUSA Human Resources,
Compensation, and Benefits Committee (the Committee), except for awards
to the CEO which will be determined solely by the Committee.Eligible Associates:
    
    Associates of TOUSA and its wholly owned affiliates. Eligible Associates
may include:
 
    
    Corporate Associates (e.g., CEO, senior corporate executives and
their senior managers) and CEO-designated high potential associates at the
Corporate level
    
    Operations Associates (e.g., senior regional executives and their
senior managers, division and unit presidents) and CEO-designated high
potential associates at the Operations level
 Grant Date:
    
    Initial grant date effective as of January 1, 2005. Subsequent grants may
occur annually effective as of January 1 of such year.Vesting
Period/Vesting Date:
    
    The Vesting Period is three (3) years (e.g., for the initial grant,
January 1, 2005 to December 31, 2007). The Vesting Date is the last date
of the Vesting Period (e.g., for the initial grant, December 31, 2007).Expiration:
    
    Expiration shall occur automatically either upon payment in full of vested
Units or upon failure to vest, unless earlier terminated in accordance
with the Program. Upon expiration, all Unit rights and benefits are
terminated.Amount of Payment:
    
    Each Unit represents the right to be paid the amount equivalent to the
appreciation of one share of TOUSA common stock from the Unit Grant Date
to the Vesting Date (the Unit Value). The stock value on each of
 
 1
    
    Associate, as used herein, is defined as Employee in the LTIP.




---



##### 



the Grant Date and the Vesting Date shall be established as the equivalent of
the weighted average stock price (based on trading volume) of one share of
TOUSA common stock on the U.S. securities exchange on which such stock is
or was listed during the 90 days prior to and including such
dates.2 The Unit Value will be subject to adjustment as
described under Adjustments and Multiple Incentive below.Form of Payment:
    
    Payment shall be made in cash.Payment Dates:
    
    Payments shall be made: (1) 50% on March 31 in the year immediately
following the Vesting Date, and (2) 50% on March 31 in the second year
following the Vesting Date.3Vesting:
    
    Units will become vested on the Vesting Date if Return on Equity (ROE) and
Cumulative Earnings (CE) targets have been achieved. ROE and CE are
weighted equally for purposes of vesting, each at 50%, as follows:
 
    
    In the event that both are achieved, then 100% of Units are vested.
    
    In the event that one, but not the other, is achieved, then 50% of
Units are vested and the remainder fail to vest.
    
    In the event that neither is achieved, then Units fail to vest.
 Units that fail to vest shall automatically expire.
 Targets/Results:
    
    Detailed ROE and CE targets for Unit awards shall be as proposed by the
CEO and approved by the Committee.Return on Equity (ROE) during Vesting PeriodROE means, for any Vesting Period, the average of ROE during such Vesting
Period. Average ROE is calculated as: stockholders equity at the
beginning of Vesting Period (grant date), plus stockholders equity at the
end of each quarter during the Vesting Period, divided by thirteen (13).
 
 2
    
    For example: If the weighted average
stock price (based on trading volume) during 90 days prior to and
including Grant Date=$25 and the weighted average stock price during 90
days prior to and including Vesting Date=$40, Unit Value=$15. With 1,000
Units, total Unit Value is $15 x 1,000 Units = $15,000, subject to
adjustments and taxes.3
    
    For example, assuming a Grant Date of
1/1/05, with Vesting Date of 12/31/07, then 50% payment on 3/31/08 and 50%
payment on 3/31/09. 2




---



##### 



Equity issuances will then be added in on a monthly weighted basis
commencing 9 months after the issuance. The average equity will then be
divided into net income for the year to calculate ROE.Cumulative Earnings (CE) during Vesting PeriodCE means, for any Vesting Period, the cumulative earnings during the
Vesting Period.Extraordinary gains and losses (as defined by GAAP), payments under
management services agreements, and payments to affiliates are excluded
from all calculations. Extraordinary dividends4 will be
ascribed an earnings factor using the earnings ratio from the prior year.Multiple Incentive:
    
    As additional incentive to meet and exceed established ROE and CE targets,
multiples will be applied to the Unit Value, calculated as follows:
 
    
    Where at least 100% but less than 150% of target is achieved, Unit
Value shall be increased consistent with actual results.5
    
    Where at least 150% of target is achieved, Unit Value shall be
multiplied by 150%.As described in Vesting above, Multiple Incentive calculations shall
apply separately to each of ROE and CE targets.
 Effect of
Termination of
Employment:
    
    By the Company Without Cause/By the Associate for Good Reason/Due to
Associates Death or Disability/Expiration of Employment Agreement
According to Terms6
 If, as of the date of termination, Units are:
 
    
    Vested, but not fully paid, then payments shall occur in the
ordinary course as if Associate were employed on the Payment Dates.
    
    Not vested, then:
 
 4
    
    Extraordinary dividends are dividends
exceeding 3% of net income on a trailing 4 quarter basis.5
    
    E.g., if 120% of target is achieved, then
Unit Value shall be multiplied by 120%.6
    
    Terms such as For Cause,
For Good Reason, Death, Disability,
etc. shall be defined as set forth in the Companys standard form of
Employment Agreement, as such form may change from time to time, and
notwithstanding alternate definitions as may exist in individual employment
agreements. 3




---



##### 



(a)
    
    For Associates who have been employed for less than two (2) years
during the Vesting Period, all units will expire immediately.(b)
    
    For Associates who been employed for at least two (2) years during the
Vesting Period, all Units will remain outstanding for the remainder of the
Vesting Period. If the Units vest on the Vesting Date, then:
 
    
    Unit Value shall be reduced pro rata with Associates term of employment
during the Vesting Period7,
    
    Multiple Incentive calculations will not apply, and
    
    Payments shall occur in the ordinary course as if the Associate were
employed on the Payment Dates.
 By the Company for Cause or By the Associate Without Good ReasonAll Units, whether vested or unvested, shall expire immediately.Change of Control:
    
    In the event of a Change of Control8, Units shall vest and be
payable as follows:Corporate. For Corporate Associates:
 
    
    Vesting shall occur immediately upon a Change of Control,
    
    In the event of a 409A Change of Control9, Full Unit
Value is payable within 90 days.
    
    In the event of a Change of Control that does not constitute a
409A Change of Control, payment shall occur in the ordinary course as if
there were no change or termination in the program and the Associates were
employed on the Payment Dates.
 Operations. For Operations Associates, no change in vesting or payment
schedules shall apply, so long as the program remains in existence and
without modification after the Change of Control occurs. In the event of
a material program change or its termination during the Vesting Period in
which the Change of Control occurred, then:
 
    
    Vesting shall occur immediately upon the date of such material
change or termination,
 
 7
    
    E.g., if the Associates employment
terminates 6 months prior to the Vesting Date (thus Eligible Associate was
employed for 30 of 36 months, or 83%, of the Vesting Period), then the Unit
Value would be adjusted downward from 100% to 83%.8
    
    Change of Control is defined
on Annex A of this Term Sheet.9
    
    409A Change of Control shall
mean a Change of Control within the meaning of Section 409A(a)(2)(A)(iv)
of the Code and applicable guidance thereunder. 4




---



##### 




    
    Unit Value shall be reduced pro rata to reflect the shortened
Vesting Period10,
    
    Multiple Incentive calculations will not apply, and
    
    Payments shall occur in the ordinary course as if there were no
change or termination in the program and the Associates were employed on
the Payment Dates.
 Withholding:
    
    Upon payment of vested Units, federal and state income tax withholding and
payroll taxes will apply.Adjustments.
    
    Adjustments to Units and/or Unit Value shall be made if necessary to
prevent dilution or an enlargement of the benefit intended to be made
available under this program. Such adjustments shall occur automatically
in case of any event that may affect the common stock of the Company,
including but not limited to subdivisions or combinations of shares,
dividends or distributions, or certain other transactions or events, all
as set forth on Annex B of this Term Sheet.Transferability:
    
    Units shall not be transferable or assignable, except without
consideration to a permitted transferee, in accordance with Section
6(g)(iii)(c) of the TOUSA LTIP.Administration:
    
    The Committee shall have authority to direct administration of this
Program as provided by Section 6(c) of the LTIP. Terms and conditions of
each grant made under this Program, including specified targets for
performance results, shall be set forth in the award agreements provided
to each recipient at the time of the award, together with a copy of this
Program Term Sheet. The Committee may, in its discretion, make such
determinations necessary or advisable for the operation and administration
of this Program, provided that no modifications may be made to any award
that cause a dilution of the benefit intended to be granted to the
recipient.409A Compliance
    
    If and to the extent that the Board believes that any Awards may
constitute a nonqualified deferred compensation plan under Section 409A
of the Code, the terms and conditions set forth in the Award Agreement or
Letter for that Award shall be drafted in a manner that is intended to
comply with, and such terms and conditions (as well as the terms and
conditions of this Term Sheet and the Plan) shall be interpreted in a
manner consistent with, the applicable requirements of Section 409A of the
Code.
 
 10
    
    Apply same calculations as set forth in
footnote 7. 5




---



##### 



Annex A




---



##### 



Annex B