BREACH IS NOT CURED BY
THE COMPANY WITHIN 14 DAYS AFTER THE COMPANY'S RECEIPT OF NOTICE THEREOF GIVEN
BY THE EMPLOYEE OR
WHICH RECURS; OR (E) THE FAILURE IF THE COMPANY'S SHAREHOLDERS TO APPROVE THE
ADDITIONAL BONUS PLAN AS DESCRIBED IN SECTION 2.1(B)(II)B AND/OR THE COMPANY'S
SECOND AMENDED AND RESTATED 2004 OMNIBUS STOCK INCENTIVE PLAN AS DESCRIBED IN
SECTION 2.4, IN CONJUNCTION WITH THE COMPANY'S 2007 ANNUAL SHAREHOLDER MEETING.
3.8
TERMINATION BY EMPLOYEE FOR OTHER THAN GOOD REASON.
(A)
EMPLOYEE CAN TERMINATE EMPLOYEE'S EMPLOYMENT AT ANY TIME AND
FOR OTHER THAN GOOD REASON BY PROVIDING THE COMPANY WITH FOURTEEN (14) DAYS
WRITTEN NOTICE, WHICH NOTICE PERIOD THE COMPANY CAN WAIVE, IN WHOLE OR IN PART,
IN ITS SOLE DISCRETION, BY PAYING EMPLOYEE FOR SUCH TIME.
(B)
IF EMPLOYEE TERMINATES HIS EMPLOYMENT WITH THE COMPANY FOR
OTHER THAN GOOD REASON, EMPLOYEE SHALL NOT:
(I)
FOR A PERIOD OF SIX (6) MONTHS FOLLOWING SUCH TERMINATION,
DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, SHAREHOLDER, PARTNER,
DIRECTOR, OFFICER, AGENT, EMPLOYEE, CONSULTANT OR OTHERWISE) OR BE FINANCIALLY
INTERESTED IN ANY BUSINESS OPERATING WITHIN ANY STATE IN THE UNITED STATES IN
WHICH THE COMPANY IS DOING BUSINESS AT THE TIME OF SUCH TERMINATION, WHICH IS
PRIMARILY ENGAGED IN THE CONSTRUCTION OR MARKETING OF ANY HOMES (WHETHER SINGLE
FAMILY, MULTI-FAMILY, OWNER-OCCUPIED, RENTAL OR OTHER) OR THE ACQUISITION OR
DEVELOPMENT OF ANY PROPERTY FOR RESIDENTIAL PURPOSES; PROVIDED, HOWEVER, NOTHING
CONTAINED IN THIS SECTION 3.8 SHALL PREVENT EMPLOYEE FROM HOLDING FOR INVESTMENT
NO MORE THAN ONE PERCENT (1%) OF ANY CLASS OF EQUITY SECURITIES OF A COMPANY
WHOSE SECURITIES ARE PUBLICLY TRADED ON A NATIONAL SECURITIES EXCHANGE OR IN A
NATIONAL MARKET SYSTEM;
(II)
FOR A PERIOD OF ONE (1) YEAR FOLLOWING SUCH TERMINATION,
DIRECTLY OR INDIRECTLY, SOLICIT, INDUCE OR ENCOURAGE ANY PERSON, FIRM,
CORPORATION OR OTHER ENTITY WHO OR WHICH IS A CUSTOMER, DISTRIBUTOR OR SUPPLIER
OF THE COMPANY TO TERMINATE OR REDUCE ITS BUSINESS OR RELATIONSHIP WITH THE
COMPANY;
(III)
FOR A PERIOD OF ONE (1) YEAR FOLLOWING SUCH TERMINATION,
DIRECTLY OR INDIRECTLY, SOLICIT OR ASSIST ANY INDIVIDUAL OR ENTITY IN THE
SOLICITATION OF BUSINESS FROM, OR PERFORMANCE OF WORK FOR, ANY CUSTOMER OR
PROSPECTIVE CUSTOMER OF THE COMPANY; AND
(IV)
FOR A PERIOD OF ONE (1) YEAR FOLLOWING SUCH TERMINATION,
DIRECTLY OR INDIRECTLY, SOLICIT, EMPLOY OR ESTABLISH A BUSINESS RELATIONSHIP
WITH, OR ENCOURAGE OR ASSIST ANY INDIVIDUAL OR ENTITY TO SOLICIT, EMPLOY OR
ESTABLISH A BUSINESS RELATIONSHIP WITH, ANY INDIVIDUAL WHO WAS EMPLOYED BY OR
WORKED AS AN INDEPENDENT CONTRACTOR FOR THE COMPANY DURING THE PRECEDING SIX (6)
MONTH PERIOD.
(C)
FOR THE PURPOSES OF THIS SECTION 3.8 ONLY, THE TERMS: (A)
"CUSTOMER" SHALL MEAN THOSE PERSONS OR ENTITIES FOR WHICH THE COMPANY PERFORMED
SERVICES OR TO WHICH IT HAS SOLD OR OTHERWISE PROVIDED ANY PRODUCT DURING THE
LAST YEAR OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY; AND (B) "PROSPECTIVE
CUSTOMER" SHALL MEAN ALL PERSONS OR ENTITIES WITH WHOM THE COMPANY HAS HAD
SUBSTANTIVE DISCUSSIONS ABOUT BECOMING A CUSTOMER OF THE COMPANY IN THE LAST