EX-10.1






AMENDMENT TO

EMPLOYMENT AGREEMENT




This Amendment to the Employment Agreement (this “Amendment”), made this 10th day
of December 2007, by and between TOUSA, Inc., a Delaware corporation (the “Employer”), and Stephen
Wagman, an individual (the “Employee”).



BACKGROUND




Employer and the Employee previously entered into the Employment Agreement, including Exhibits
A and B thereto (together the “Agreement”), effective January 3, 2007.



Employer and the Employee now wish to amend the provisions of the Agreement to comply with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended and to make certain
other changes to that agreement.



AGREEMENT




Now, therefore, in consideration of the facts, mutual promises, and covenants contained herein
and intending to be legally bound hereby, Employer and the Employee agree as follows:




	 	1.	 	Section 3.3 of the Agreement is hereby amended by adding the following sentence at
the end thereto:





“In lieu of any bonus for 2007, the Company shall pay to the Employee
guaranteed additional compensation equal to $425,000 on February 15,
2008.”




	 	2.	 	The following is added as Section 8.12 of the Agreement:






“8.12 Compliance with Section 409A



(a) General. It is the intention of both the Employer and
the Employee that the benefits and rights to which the Employee could be
entitled pursuant to this Agreement comply with Section 409A of the Code
and the Treasury Regulations and other guidance promulgated or issued
thereunder (“Section 409A”), to the extent that the requirements of
Section 409A are applicable thereto, and the provisions of this Agreement
shall be construed in a manner consistent with that intention. If, at any
time, a violation of Section 409A is identified, Employee and Employer
shall cooperate, in good faith, to amend the terms of such benefits and
rights such that they comply with Section 409A.



(b) Distributions on Account of Separation from Service. If
and to the extent required to comply with Section 409A, no payment or
benefit required to be paid under this Agreement on account of termination
of Employee’s employment shall be made unless and until Employee incurs a
“separation from service” within the meaning of Section 409A.




(c) 6 Month Delay for Specified Employees.



(i) If Employee is a “specified employee”, then no payment or benefit
that is payable on account of Employee’s “separation from service”, as
that term is defined for purposes of Section 409A, shall be made before
the date that is six months after Employee’s “separation from service”
(or, if earlier, the date of Employee’s death) if and to the extent that
such payment or benefit constitutes deferred compensation (or may be
nonqualified deferred compensation) under Section 409A and such deferral
is required to comply with the requirements of Section 409A. Any payment
or benefit delayed by reason of the prior sentence shall be paid out or
provided in a single lump sum at the end of such required delay period in
order to catch up to the original payment schedule.



(ii) For purposes of this provision, Employee shall be considered to
be a “specified employee” if, at the time of his or her separation from
service, Employee is a “key employee”, within the meaning of Section
416(i) of the Code, of Employer (or any person or entity with whom
Employer would be considered a single employer under Section 414(b) or
Section 414(c) of the Code) any stock in which is publicly traded on an
established securities market or otherwise.



(d) No Acceleration of Payments. Neither Employer nor
Employee, individually or in combination, may accelerate any payment or
benefit that is subject to Section 409A, except in compliance with Section
409A and the provisions of this Agreement, and no amount that is subject
to Section 409A shall be paid prior to the earliest date on which it may
be paid without violating Section 409A.



(e) Treatment of Each Installment as a Separate Payment. For
purposes of applying the provisions of Section 409A to this Agreement,
each separately identified amount to which Employee is entitled under this
Agreement shall be treated as a separate payment. In addition, to the
extent permissible under Section 409A, any series of installment payments
under this Agreement shall be treated as a right to a series of separate
payments.




(f) Taxable Reimbursements and In-Kind Benefits.



(i) Any reimbursements by Employer to Employee of any eligible
expenses pursuant to this Agreement that are not excludable from
Employee’s income for Federal income tax purposes (the “Taxable
Reimbursements) shall be made by no later than the last day of the taxable
year of Employee following the year in which the expense was incurred.



(ii) The amount of any Taxable Reimbursements, and the value of any
in-kind benefits to be provided to Employee under the Agreement, during
any taxable year of Employee shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable
year of Employee.



(iii) The right to Taxable Reimbursement, or in-kind benefits, shall
not be subject to liquidation or exchange for another benefit.



(g) Tax Gross-Ups. Payment of any tax reimbursements must be
made by no later than the end of the taxable year of Employee following
the taxable year of Employee in which Employee remits the related taxes.”




3. The definition of “Termination Payment” in Exhibit A is hereby amended by deleting the
following words from the last sentence thereof:



“; provided, however, at Employer’s discretion, some or all of such
Termination Payment may be paid to Employer at an earlier date.”



4. The addition made by Section 14 of Exhibit B to the definition of “Termination
Payment” in Exhibit A is hereby revised to read as follows:



“In the event of termination by the Employee due to a Change of Control,
the Termination Payment shall be paid in cash to the Employee on a date
determined by the Company that is on or before the earlier of (i) 60 days
after the date on which the Employee’s employment terminates, and (ii) 2 1/2
months after the end of the taxable year of the Employee in which the
Change in Control occurs.”




5. Section 5 of Exhibit B is hereby amended by revising the second paragraph to read as
follows:



“Year One: In lieu of any bonus for 2007, the Employee shall receive
guaranteed additional compensation in the amount of Four Hundred
Twenty-Five Thousand Dollars ($425,000) (the “Guaranteed Additional
Compensation”) on February 15, 2008.”




6. Section 5 of Exhibit B is hereby amended by adding the following sentence thereto:



“Any bonus earned for any calendar year shall be paid in the immediately
following calendar year, as soon as practicable after the audited
financial statements of the Employer for the year for which the bonus is
earned have been released. Notwithstanding the foregoing, the Guaranteed
Additional Compensation earned for the calendar year 2007 shall be paid on
or before February 15, 2008.”




7. Section 7 of Exhibit B is hereby amended to read as follows:



“7. Auto Allowance. Employee shall receive an auto allowance in
the amount of One Thousand Dollars ($1,000.00) per month, paid within 30
days after the last day of the immediately succeeding calendar month.”




8. All other provisions of the Agreement remain unchanged and in full force and effect.



TOUSA, Inc.



By: /s/ Antonio B. Mon

Name: Antonio B. Mon

Title: Chief Executive Officer





EMPLOYEE




/s/ Stephen Wagman




	 	 	Name: Stephen Wagman