Unassociated Document


    
      

      

    

    EXHIBIT
      10.1

    
       

       

      BEAZERHOMES
        USA, INC.

      AMENDED
        AND RESTATED 1994 STOCK INCENTIVE PLAN

      


      Section
        1. Purpose.

      


      This
        Plan shall be
        known as the “BEAZER HOMES USA, INC. AMENDED AND
        RESTATED 1994 STOCK INCENTIVE PLAN”. The purpose
        of the Plan is to promote the interests of the Company and its stockholders
        by
        aiding the Company in attracting and retaining management personnel capable
        of
        assuring the future success of the Company, to offer such personnel incentives
        to put forth maximum efforts for the success of the Company’s business and to
        afford such personnel an opportunity to acquire a proprietary interest in
        the
        Company.

      


      Section
        2. Definitions.

      


      As
        used in the
        Plan, the following terms shall have the meanings set forth below:

      


      (a)
“Affiliate”
        shall mean (i) any entity that, directly or indirectly through one or more
        intermediaries, is controlled by the Company and (ii) any entity in which
        the
        Company has a significant equity interest, in each case as determined by
        the
        Committee.

      


      (b)
“Award”
shall
        mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
        Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted
        under the Plan.

      


      (c)
“Award
        Agreement” shall mean any written agreement, contract or other instrument or
        document evidencing any Award granted under the Plan.

      


      (d)
“Code”
shall
        mean the Internal Revenue Code of 1986, as amended from time to time, and
        any
        regulations promulgated thereunder.

      


      (e)
“Committee”
        shall mean a committee of the Board of Directors of the Company designated
        by
        such Board to administer the Plan, which shall consist of members appointed
        from
        time to time by the Board of Directors and shall be comprised of not less
        than
        such number of directors as shall be required to permit the Plan to satisfy
        the
        requirements of Rule 16b-3. Each member of the Committee shall be a
“non-employee director” within the meaning of Rule 16b-3.

      


      (f)
“Company”
shall
        mean BEAZER HOMES USA, INC.,
        a Delaware corporation, and any successor corporation.

      


      (g)
“Dividend
        Equivalent” shall mean any right granted under Section 6(e) of the Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (h)
“Eligible
        Person” shall mean any employee, officer, director, consultant or independent
        contractor providing services to the Company or any Affiliate who the Committee
        determines to be an Eligible Person.

      


      (i)
“Fair
        Market
        Value” shall mean, with respect to any property (including, without limitation,
        any Shares or other securities), the fair market value of such property
        determined by such methods or procedures as shall be established from time
        to
        time by the Committee; provided, however, that, for purposes of the
        Plan, the Fair Market Value of Shares on any day on which Shares are traded
        on
        the New York Stock Exchange (“NYSE”) shall be the closing price of such Shares
        on the NYSE Composite Tape on such day, except that for purposes of determining
        the exercise price of any Option which is granted on or effective as of the
        Plan
        Effective Date or within 60 days after the Plan Effective Date, the Fair
        Market
        Value of Shares on the date on which such Option is granted shall be deemed
        to
        be the initial price at which Shares are offered to the public pursuant to
        the
        Offering.

      


      (j)
“Incentive
        Stock Option” shall mean an option granted under Section 6(a) of the Plan that
        is intended to meet the requirements of Section 422 of the Code or any successor
        provision.

      


      (k)
“Non-Qualified
        Stock Option" shall mean an option granted under Section 6(a) of the Plan
        that
        is not intended to be an Incentive Stock Option.

      


      (l)
“Offering”
        shall mean the offering to the public on or about February 28, 1994 of up
        to
        6,900,000 Shares contemplated by the Final Prospectus included in the
        registration statement on Form S-1 with respect thereto in the form declared
        effective by the Securities and Exchange Commission.

      


      (m)
“Option"
        shall
        mean an Incentive Stock Option or a Non-Qualified Stock Option, and shall
        include Restoration Options.

      


      (n)
“Other
        Stock-Based Award" shall mean any right granted under Section 6(f) of the
        Plan.

      


      (o)
“Participant”
        shall mean an Eligible Person designated to be granted an Award under the
        Plan.

      


      (p)
“Performance
        Award” shall mean any right granted under Section 6(d) of the Plan.

      


      (q)
“Person”
shall
        mean any individual, corporation, partnership, association or trust.

      


      (r)
“Plan”
shall
        mean this Amended and Restated 1994 Stock Incentive Plan, as amended from
        time
        to time.

       

      
        
          
          

        

        
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      (s)
“Plan
        Effective
        Date" shall mean the date on which the Offering was consummated (February
        28,
        1994). 

      


      (t)
“Restoration
        Option” shall mean any Option granted under Section 6(a)(iv) of the Plan.

      


      (u)
“Restricted
        Stock” shall mean any Share granted under Section 6(c) of the Plan.

      


      (v)
“Restricted
        Stock Unit” shall mean any unit granted under Section 6(c) of the Plan
        evidencing the right to receive a Share (or a cash payment equal to the Fair
        Market Value of a Share) at some future date.

      


      (w)
“Rule
        16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
        under the Securities Exchange Act of 1934, as amended, or any successor rule
        or
        regulation.

      


      (x)
“Shares”
shall
        mean shares of Common Stock, $.01 par value, of the Company or such other
        securities or property as may become subject to Awards pursuant to an adjustment
        made under Section 4(c) of the Plan.

      


      (y)
“Stock
        Appreciation Right” shall mean any right granted under Section 6(b) of the
        Plan.

      


      Section
        3. Administration.

      


      (a)
Power
        and
        Authority of the Committee. The Plan shall be administered by the Committee.
        Subject to the express provisions of the Plan and to applicable law, the
        Committee shall have full power and authority to: (i) designate Participants;
        (ii) determine the type or types of Awards to be granted to each Participant
        under the Plan; (iii) determine the number of Shares to be covered by (or
        with
        respect to which payments, rights or other matters are to be calculated in
        connection with) each Award; (iv) determine the terms and conditions of any
        Award or Award Agreement; (v) amend the terms and conditions of any Award
        or
        Award Agreement and accelerate the exercisability of Options or the lapse
        of
        restrictions relating to Restricted Stock, Restricted Stock Units or other
        Awards; (vi) determine whether, to what extent and under what circumstances
        Awards may be exercised in cash, Shares, other securities, other Awards or
        other
        property, or canceled, forfeited or suspended; (vii) determine whether, to
        what
        extent and under what circumstances cash, Shares, other securities, other
        Awards, other property and other amounts payable with respect to an Award
        under
        the Plan shall be deferred either automatically or at the election of the
        holder
        thereof or the Committee; (viii) interpret and administer the Plan and any
        instrument or agreement relating to, or Award made under, the Plan; (ix)
        establish, amend, suspend or waive such rules and regulations and appoint
        such
        agents as it shall deem appropriate for the proper administration of the
        Plan;
        and (x) make any other determination and take any other action that the
        Committee deems necessary or desirable for the administration of the Plan.
        Unless otherwise expressly provided in the Plan, all designations,
        determinations, interpretations and other decisions under or with respect
        to the
        Plan or any Award shall be within the sole discretion of the Committee, may
        be
        made at any time and shall be final, conclusive and binding upon any
        participant, any holder or beneficiary of any Award and any employee of the
        Company or any Affiliate.

       

      
        
          
          

        

        
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      (b)
        Delegation. The Committee may delegate its powers and duties under the
        Plan to one or more officers of the Company or any Affiliate or a committee
        of
        such officers, subject to such terms, conditions and limitations as the
        Committee may establish in its sole discretion; provided, however, that
        the Committee shall not delegate its powers and duties under the Plan with
        regard to officers or directors of the Company or any Affiliate who are subject
        to Section 16 of the Securities Exchange Act of 1934, as amended.

      


      Section
        4. Shares Available for Awards.

      


      (a)
Shares
        Available. Subject to adjustment as provided in Section 4(c), the number of
        Shares available for granting Awards under the Plan shall be 875,000. Shares
        to
        be issued under the Plan may be either Shares reacquired and held in the
        treasury or authorized but unissued Shares. If any Shares covered by an Award
        or
        to which an Award relates are not purchased or are forfeited, or if an Award
        otherwise terminates without delivery of any Shares, then the number of Shares
        counted against the aggregate number of Shares available under the Plan with
        respect to such Award, to the extent of any such forfeiture or termination,
        shall again be available for granting Awards under the Plan.

      


      (b)
Accounting
        for Awards. For purposes of this Section 4, if an Award entitles the holder
        thereof to receive or purchase Shares, the number of Shares covered by such
        Award or to which such Award relates shall be counted on the date of grant
        of
        such Award against the aggregate number of Shares available for granting
        Awards
        under the Plan.

      


      (c)
        Adjustments. In the event that the Committee shall determine that any
        dividend or other distribution (whether in the form of cash, Shares, other
        securities or other property), recapitalization, stock split, reverse stock
        split, reorganization, merger, consolidation, split-up, spin-off, combination,
        repurchase or exchange of Shares or other securities of the Company, issuance
        of
        warrants or other rights to purchase Shares or other securities of the Company
        or other similar corporate transaction or event affects the Shares such that
        an
        adjustment is determined by the Committee to be appropriate in order to prevent
        dilution or enlargement of the benefits or potential benefits intended to
        be
        made available under the Plan, then the Committee shall, in such manner as
        it
        may deem equitable, adjust any or all of (i) the number and type of Shares
        (or
        other securities or other property) which thereafter may be made the subject
        of
        Awards, (ii) the number and type of Shares (or other securities or other
        property) subject to outstanding Awards and (iii) the purchase or exercise
        price
        with respect to any Award; provided, however, that the number of Shares
        covered by any Award or to which such Award relates shall always be a whole
        number.

       

      
        
          
          

        

        
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      (d) Incentive
        Stock Options.
        Notwithstanding the foregoing, the number of Shares available for granting
        Incentive Stock Options under the Plan shall not exceed 875,000, subject
        to
        adjustment as provided in the Plan and Section 422 or 424 of the Code or
        any
        successor provisions, provided, however, that Incentive Stock Options
        may not be granted under the Plan unless and until the stockholders of the
        Company approve the amendment to the Plan that increased the number of Shares
        available for granting Awards under the Plan to 875,000 Shares.

      


      Section
        5. Eligibility.

      


      Any
        Eligible
        Person, including any Eligible Person who is an officer or director of the
        Company or any Affiliate, shall be eligible to be designated a Participant.
        In
        determining which Eligible Persons shall receive an Award and the terms of
        any
        Award, the Committee may take into account the nature of the services rendered
        by the respective Eligible Persons, their present and potential contributions
        to
        the success of the Company or such other factors as the Committee, in its
        discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
        Stock Option may only be granted to full or part-time employees (which term
        as
        used herein includes, without limitation, officers and directors who are
        also
        employees) and an Incentive Stock Option shall not be granted to an employee
        of
        an Affiliate unless such Affiliate is also a “subsidiary corporation” of the
        Company within the meaning of Section 424(f) of the Code or any successor
        provision.

      


      Section
        6. Awards.

      


      (a) Options.
        The Committee is
        hereby authorized to grant Options to Participants with the following terms
        and
        conditions and with such additional terms and conditions not inconsistent
        with
        the provisions of the Plan as the Committee shall determine:

      


      (i) Exercise
        Price. The purchase
        price per Share purchasable under an Option shall be determined by the
        Committee; provided, however, that such purchase price shall not be
        less than 100% of the Fair Market Value of a Share on the date of grant of
        such
        Option.

      


      (ii) Option
        Term. The term of each
        Option shall be fixed by the Committee.

      


      (iii)
Time
        and Method of Exercise. The
        Committee shall determine the time or times at which an Option may be exercised
        in whole or in part and the method or methods by which, and the form or forms
        (including, without limitation, cash, Shares, promissory notes, other
        securities, other Awards or other property, or any combination thereof, having
        a
        Fair Market Value on the exercise date equal to the relevant exercise price)
        in
        which, payment of the exercise price with respect thereto may be made or
        deemed
        to have been made.

       

      
        
          
          

        

        
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      (iv)
Restoration
        Options. The Committee
        may grant Restoration Options, separately or together with another Option,
        pursuant to which, subject to the terms and conditions established by the
        Committee and any applicable requirements of Rule 16b-3 or any other applicable
        law, the Participant would be granted a new Option when the payment of the
        exercise price of the option to which such Restoration Option relates is
        made by
        the delivery of Shares owned by the Participant pursuant to the relevant
        provisions of the plan or agreement relating to such option, which new Option
        would be an Option to purchase the number of Shares not exceeding the sum
        of (A)
        the number of Shares so provided as consideration upon the exercise of the
        previously granted option to which such Restoration Option relates and (B)
        the
        number of Shares, if any, tendered or withheld as payment of the amount to
        be
        withheld under applicable tax laws in connection with the exercise of the
        option
        to which such Restoration Option relates pursuant to the relevant provisions
        of
        the plan or agreement relating to such option. Restoration Options may be
        granted with respect to options previously granted under the Plan or any
        other
        stock option plan of the Company, and may be granted in connection with any
        option granted under the Plan or any other stock option plan of the Company
        at
        the time of such grant.

      


      (b) Stock
        Appreciation Rights. The Committee is hereby authorized to grant Stock
        Appreciation Rights to Participants subject to the terms of the Plan and
        any
        applicable Award Agreement. A Stock Appreciation Right granted under the
        Plan
        shall confer on the holder thereof a right to receive upon exercise thereof
        the
        excess of (i) the Fair Market Value of one Share on the date of exercise
        (or, if
        the Committee shall so determine, at any time during a specified period before
        or after the date of exercise) over (ii) the grant price of the Stock
        Appreciation Right as specified by the Committee, which price shall not be
        less
        than 100% of the Fair Market Value of one Share on the date of grant of the
        Stock Appreciation Right. Subject to the terms of the Plan and any applicable
        Award Agreement, the grant price, term, methods of exercise, dates of exercise,
        methods of settlement and any other terms and conditions of any Stock
        Appreciation Right shall be as determined by the Committee. The Committee
        may
        impose such conditions or restrictions on the exercise of any Stock Appreciation
        Right as it may deem appropriate.

      


      (c) Restricted
        Stock and Restricted
        Stock Units. The Committee is hereby authorized to grant Awards of
        Restricted Stock and Restricted Stock Units to Participants with the following
        terms and conditions and with such additional terms and conditions not
        inconsistent with the provisions of the Plan as the Committee shall
        determine:

       

      
        
          
          

        

        
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      (i) Restrictions.
        Shares of
        Restricted Stock and Restricted Stock Units shall be subject to such
        restrictions as the Committee may impose (including, without limitation,
        any
        limitation on the right to vote a Share of Restricted Stock or the right
        to
        receive any dividend or other right or property with respect thereto), which
        restrictions may lapse separately or in combination at such time or times,
        in
        such installments or otherwise as the Committee may deem appropriate.

      


      (ii) Stock
        Certificates. Any Restricted Stock granted under the Plan shall be evidenced
        by issuance of a stock certificate or certificates, which certificate or
        certificates shall be held by the Company. Such certificate or certificates
        shall be registered in the name of the Participant and shall bear an appropriate
        legend referring to the terms, conditions and restrictions applicable to
        such
        Restricted Stock. In the case of Restricted Stock Units, no Shares shall
        be
        issued at the time such Awards are granted.

      


      (iii) Forfeiture;
        Delivery of
        Shares. Except as otherwise determined by the Committee, upon termination of
        employment (as determined under criteria established by the Committee) during
        the applicable restriction period, all Shares of Restricted Stock and all
        Restricted Stock Units at such time subject to restriction shall be forfeited
        and reacquired by the Company; provided, however, that the Committee
        may, when it finds that a waiver would be in the best interest of the Company,
        waive in whole or in part any or all remaining restrictions with respect
        to
        Shares of Restricted Stock or Restricted Stock Units. Any Share representing
        Restricted Stock that is no longer subject to restrictions shall be delivered
        to
        the holder thereof promptly after the applicable restrictions lapse or are
        waived. Upon the lapse or waiver of restrictions and the restricted period
        relating to Restricted Stock Units evidencing the right to receive Shares,
        such
        Shares shall be issued and delivered to the holders of the Restricted Stock
        Units.

      


      (d)
Performance
        Awards. The Committee is hereby authorized to grant Performance Awards to
        Participants subject to the terms of the Plan and any applicable Award
        Agreement. A Performance Award granted under the Plan (i) may be denominated
        or
        payable in cash, Shares (including, without limitation, Restricted Stock),
        other
        securities, other Awards or other property and (ii) shall confer on the holder
        thereof the right to receive payments, in whole or in part, upon the achievement
        of such performance goals during such performance periods as the Committee
        shall
        establish. Subject to the terms of the Plan and any applicable Award Agreement,
        the performance goals to be achieved during any performance period, the length
        of any performance period, the amount of any Performance Award granted, the
        amount of any payment or transfer to be made pursuant to any Performance
        Award
        and any other terms and conditions of any Performance Award shall be determined
        by the Committee.

       

      
        
          
          

        

        
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      (e)
Dividend
        Equivalents. The Committee is hereby authorized to grant to Participants
        Dividend Equivalents under which such Participants shall be entitled to receive
        payments (in cash, Shares, other securities, other Awards or other property
        as
        determined in the discretion of the Committee) equivalent to the amount of
        cash
        dividends paid by the Company to holders of Shares with respect to a number
        of
        Shares determined by the Committee. Subject to the terms of the Plan and
        any
        applicable Award Agreement, such Dividend Equivalents may have such terms
        and
        conditions as the Committee shall determine.

      


      (f)
Other
        Stock-Based Awards. The Committee is hereby authorized to grant Participants
        such other Awards that are denominated or payable in, valued in whole or
        in part
        by reference to, or otherwise based on or related to, Shares (including,
        without
        limitation, securities convertible into Shares), as are deemed by the Committee
        to be consistent with the purpose of the Plan; provided, however, that
        such grants must comply with Rule 16b-3 and applicable law. Subject to the
        terms
        of the Plan and any applicable Award Agreement, the Committee shall determine
        the terms and conditions of such Awards. Shares or other securities delivered
        pursuant to a purchase right granted under this Section 6(f) shall be purchased
        for such consideration, which may be paid by such method or methods and in
        such
        form or forms (including without limitation, cash, Shares, promissory notes,
        other securities, other Awards or other property or any combination thereof),
        as
        the Committee shall determine, the value of which consideration, as established
        by the Committee, shall not be less than 100% of the Fair Market Value of
        such
        Shares or other securities as of the date such purchase right is
        granted.


      
        (g)
          General.

         

      

      (i)
No
        Cash Consideration for Awards.
        Awards shall be granted for no cash consideration or for such minimal cash
        consideration as may be required by applicable law.

      


      (ii)
Awards
        May Be Granted Separately or
        Together. Awards may, in the discretion of the Committee, be granted either
        alone or in addition to, in tandem with or in substitution for any other
        Award
        or any award granted under any plan of the Company or any Affiliate other
        than
        the Plan. Awards granted in addition to or in tandem with other Awards or
        in
        addition to or in tandem with awards granted under any such other plan of
        the
        Company or any Affiliate may be granted either at the same time as or at
        a
        different time from the grant of such other Awards or awards.

      


      (iii)
Forms
        of Payment under Awards.
        Subject to the terms of the Plan and of any applicable Award Agreement, payments
        or transfers to be made by the Company or an Affiliate upon the grant, exercise
        or payment of an Award may be made in such form or forms as the Committee
        shall
        determine (including, without limitation, cash, Shares, other securities,
        other
        Awards or other property or any combination thereof and through borrowings
        under
        the Company’s Stock Awards Loan Plan adopted in connection herewith), and may be
        made in a single payment or transfer, in installments or on a deferred basis,
        in
        each case in accordance with rules and procedures established by the Committee.
        Such rules and procedures may include, without limitation, provisions for
        the
        payment or crediting of reasonable interest on installment or deferred payments
        or the grant or crediting of Dividend Equivalents with respect to installment
        or
        deferred payments.

       

      
        
          
          

        

        
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      (iv)
Limits
        on Transfer of Awards. No
        Award and no right under any such Award shall be transferable by a Participant
        otherwise than by will or by the laws of descent and distribution; provided,
        however, that, if so determined by the Committee, a Participant may, in the
        manner established by the Committee, designate a beneficiary or beneficiaries
        to
        exercise the rights of the Participant and receive any property distributable
        with respect to any Award upon the death of the Participant. Each Award or
        right
        under any Award shall be exercisable during the Participant's lifetime only
        by
        the Participant or, if permissible under applicable law, by the Participant's
        guardian or legal representative. No Award or right under any such Award
        may be
        pledged, alienated, attached or otherwise encumbered, and any purported pledge,
        alienation, attachment or encumbrance thereof shall be void and unenforceable
        against the Company or any Affiliate.

      


      (v)
Terms
        of Awards. The term of each
        Award shall be for such period as may be determined by the Committee.

      


      (vi)
Restrictions;
        Securities Exchange
        Listing. All certificates for Shares or other securities delivered under the
        Plan pursuant to any Award or the exercise thereof shall be subject to such
        stop
        transfer orders and other restrictions as the Committee may deem advisable
        under
        the Plan or the rules, regulations and other requirements of the Securities
        and
        Exchange Commission and any applicable federal or state securities laws,
        and the
        Committee may cause a legend or legends to be placed on any such certificates
        to
        make appropriate reference to such restrictions. If the Shares or other
        securities are traded on a securities exchange, the Company shall not be
        required to deliver any Shares or other securities covered by an Award unless
        and until such Shares or other securities have been admitted for trading
        on such
        securities exchange.

      


      Section
        7. Amendment and Termination; Adjustments.

      


      Except
        to the
        extent by applicable law and unless otherwise expressly provided in an Award
        Agreement or in the Plan:

      


      (a)
Amendments
        to the Plan. The Board of Directors of the Company may amend, alter,
        suspend, discontinue or terminate the Plan; provided, however, that,
        notwithstanding any other provision of the Plan or any Award Agreement, without
        the approval of the stockholders of the Company, no such amendment, alteration,
        suspension, discontinuation or termination shall be made that, absent such
        approval:

       

      
        
          
          

        

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

      


      (ii)
        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;
        or

      


      (iii)
        would cause the Company to be unable,
        under the Code, to grant Incentive Stock Options under the Plan.

      


      (b)
Amendments
        to Awards. The Committee may waive any conditions of or rights of the
        Company under any outstanding Award, prospectively or retroactively. The
        Committee may not amend, alter, suspend, discontinue or terminate any
        outstanding Award, prospectively or retroactively, without the consent of
        the
        Participant or holder or beneficiary thereof, except as otherwise herein
        provided.


      (c)
Correction
        of Defects, Omissions and Inconsistencies. The Committee may correct any
        defect, supply any omission or reconcile any inconsistency in the Plan or
        any
        Award in the manner and to the extent it shall deem desirable to carry the
        Plan
        into effect.

      


      Section
        8. Income Tax Withholding; Tax Bonuses.

      


      (a)
        Withholding. In order to comply with all applicable federal or state
        income tax laws or regulations, the Company may take such action as it deems
        appropriate to ensure that all applicable federal or state payroll, withholding,
        income or other taxes, which are the sole and absolute responsibility of
        a
        Participant, are withheld or collected from such Participant. In order to
        assist
        a Participant in paying all or a portion of the federal and state taxes to
        be
        withheld or collected upon exercise or receipt of (or the lapse of restrictions
        relating to) an Award, the Committee, in its discretion and subject to such
        additional terms and conditions as it may adopt, may permit the Participant
        to
        satisfy such tax obligation by (i) electing to have the Company withhold
        a
        portion of the Shares otherwise to be delivered upon exercise or receipt
        of (or
        the lapse of restrictions relating to) such Award with a Fair Market Value
        equal
        to the amount of such taxes or (ii) delivering to the Company Shares other
        than
        Shares issuable upon exercise or receipt of (or the lapse of restrictions
        relating to) such Award with a Fair Market Value equal to the amount of such
        taxes or (iii) borrowing funds to cover such tax liability under the Company’s
        Stock Awards Loan Plan and directing such funds be delivered to the Company
        in
        satisfaction of any withholding obligation. The election, if any, must be
        made
        on or before the date that the amount of tax to be withheld is determined.

      


      (b)
Tax
        Bonuses. The Committee, in its discretion, shall have the authority, at the
        time of grant of any Award under this Plan or at any time thereafter, to
        approve
        cash bonuses to designated Participants to be paid upon their exercise or
        receipt of (or the lapse of restrictions relating to) Awards in order to
        provide
        funds to pay all or a portion of federal and state taxes due to a result
        of such
        exercise or receipt (or the lapse of such restrictions). The Committee shall
        have full authority in its discretion to determine the amount of any such
        tax
        bonus.

       

      
        
          
          

        

        
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      Section
        9. General Provisions.

      


      (a)
No
        Rights to
        Awards. No Eligible Person, Participant or other Person shall have any claim
        to be granted any Award under the Plan, and there is no obligation for
        uniformity of treatment of Eligible Persons, Participants or holders or
        beneficiaries of Awards under the Plan. The terms and conditions of Awards
        need
        not be the same with respect to any Participant or with respect to different
        Participants.

      


      (b)
Award
        Agreements. No Participant will have rights under an Award granted to such
        Participant unless and until an Award Agreement shall have been duly executed
        on
        behalf of the Company.

      


      (c)
No
        Limit on
        Other Compensation Arrangements. Nothing contained in the Plan shall prevent
        the Company or any Affiliate from adopting or continuing in effect other
        or
        additional compensation arrangements, and such arrangements may be either
        generally applicable or applicable only in specific cases.

      


      (d)
No
        Right to
        Employment. The grant of an Award shall not be construed as giving a
        Participant the right to be retained in the employ of the Company or any
        Affiliate, nor will it affect in any way the right of the Company or an
        Affiliate to terminate such employment at any time, with or without cause.
        In
        addition, the Company or an Affiliate may at any time dismiss a Participant
        from
        employment free from any liability or any claim under the Plan, unless otherwise
        expressly provided in the Plan or in any Award Agreement.

      


      (e)
Governing
        Law. The validity, construction and effect of the Plan or any Award, and
        any
        rules and regulations relating to the Plan or any Award, shall be determined
        in
        accordance with the laws of the State of Georgia.

      


      (f)
Inclusion
        of
        Entire Plan Herein. This Plan is a complete amendment and restatement of the
        Beazer Homes USA, Inc. 1994 Stock Incentive Plan (the “1994 Plan”) and this Plan
        supercedes the 1994 Plan in its entirety.

      


      (g)
        Severability. If any provision of the Plan or any Award is or becomes or
        is deemed to be invalid, illegal or unenforceable in any jurisdiction or
        would
        disqualify the Plan or any Award under any law deemed applicable by the
        Committee, such provision shall be construed or deemed amended to conform
        to
        applicable laws, or if it cannot be so construed or deemed amended without,
        in
        the determination of the Committee, materially altering the purpose or intent
        of
        the Plan or the Award, such provision shall be stricken as to such jurisdiction
        or Award, and the remainder of the Plan or any such Award shall remain in
        full
        force and effect. 

       

      
        
          
          

        

        
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      (h)
No
        Trust or
        Fund Created. Neither the Plan nor any Award shall create or be construed to
        create a trust or separate fund of any kind or a fiduciary relationship between
        the Company or any Affiliate and a Participant or any other Person. To the
        extent that any Person aquires a right to receive payments from the Company
        or
        any Affiliate pursuant to an Award, such right shall be no greater than the
        right of any unsecured general creditor of the Company or any Affiliate.

      


      (i)
No
        Fractional Shares. No fractional Shares shall be issued or delivered
        pursuant to the Plan or any Award, and the Committee shall determine whether
        cash shall be paid in lieu of any fractional Shares or whether such fractional
        Shares or any rights thereto shall be canceled, terminated or otherwise
        eliminated.

      


      (j)
        Headings. Headings are given to the Sections and subsections of the Plan
        solely as a convenience to facilitate reference. Such headings shall not
        be
        deemed in any way material or relevant to the construction or interpretation
        of
        the Plan or any provision thereof.

      


      Section
        10. Effective Date of the Plan.

      


      The
        Plan shall be
        effective as of the Plan Effective Date, subject to approval by the stockholders
        of the Company within one year thereafter.

      


      Section
        11. Term of the Plan.

      


      Unless
        the Plan
        shall have been discontinued or terminated as provided in Section 7(a), the
        Plan
        shall terminate on December 31, 2003. No Award shall be granted after the
        termination of the Plan. However, unless otherwise expressly provided in
        the
        Plan or in an applicable Award Agreement, any Award theretofore granted may
        extend beyond the termination of the Plan, and the authority of the Committee
        provided for hereunder with respect to the Plan and any Awards, and the
        authority of the Board of Directors of the Company to amend the Plan, shall
        extend beyond the termination of the Plan.

       

       

      12