Exhibit 10.18
BEAZER HOMES USA,
INC.
AMENDED AND RESTATED 1999 STOCK
INCENTIVE PLAN
PERFORMANCE SHARES AWARD
AGREEMENT
THIS AWARD AGREEMENT
(this “Agreement”) is
made as of February 2, 2006 by and between BEAZER HOMES USA, Inc.,
a Delaware corporation (the “Company”), and
,
an individual resident of the State of
(“Participant”).
WITNESSETH:
WHEREAS, the Company pursuant to its Amended and Restated
1999 Stock Incentive Plan (the “Plan”) wishes to make
certain performance vesting incentive awards to
Participant.
NOW, THEREFORE,
in consideration of the premises and
of the mutual covenants herein contained, the parties hereto hereby
agree to the terms set forth below. The terms of this Agreement
shall be interpreted in accordance with the Plan and any
capitalized terms used in this Agreement but not defined herein
shall have the meaning set forth in the Plan.
1.
AWARD OF PERFORMANCE VESTING
RESTRICTED STOCK.
(a)
Award, Effective Date . The Company hereby notifies
Participant that, effective as of January 1, 2006 (the
“Performance Shares Effective Date”), the Company has
awarded to Participant
shares of the Company’s common stock, par value $.001 per
share (the “Common Stock”), subject to the terms of the
Plan and subject to achievement of the performance measures and
such further adjustments as set forth herein. Such shares of Common
Stock are hereinafter collectively referred to as the
“Performance Shares.”
(b)
Performance Periods . The Performance Shares shall have the
following Performance Periods (as defined below):
(i)
[1/3 of the Performance Shares] Performance Shares (the
“A Target Performance Shares”) shall have a
Performance Period commencing on January 1, 2006 and ending on
December 31, 2008 (the “A Performance
Period”);
(ii)
[1/3 of the Performance Shares] Performance Shares (the
“B Target Performance Shares”) shall have a
Performance Period commencing on January 1, 2006 and ending on
December 31, 2009 (the “B Performance Period”);
and
(iii)
[1/3 of the Performance Shares] Performance Shares (the
“C Target Performance Shares” and collectively
with the A Performance Shares and the B Performance Shares, the
“Target Performance Shares”) shall have a Performance
Period commencing on January 1, 2006 and ending on December 31,
2010 (the “C Performance Period” and together with the
A Performance Period and the B Performance Period, the
“Performance Periods”).
(iv)
The number of A Target Performance Shares, B Target Performance
Shares and C Target Performance Shares shall be adjusted by the
Company as deemed appropriate in its sole discretion to reflect the
effect of any stock split, reverse stock split, stock dividend,
stock combination or similar event with respect to the Common Stock
such that each such Target Performance Shares shall represent
one-third of the aggregate Target Performance Shares after giving
effect to such event.
(c)
Performance Shares and Achievement of Performance
Measures/Vesting .
(i)
Vesting of the A Target Performance Shares, B Target Performance
Shares and C Target Performance Shares, which shall occur at the
close of the market on each February 2 immediately following the
applicable Performance Period and shall be determined by reference
to the Company’s ranking of compound annual growth rate
(“CAGR”) of total return to shareholders (as further
described below, “TRS”) for the A
Performance
2
Period, B Performance Period and C Performance
Period, respectively, as compared to the CAGR of TRS for the Peer
Group (as defined below), based on the following chart and as
further described below:
|
CAGR Peer Ranking
|
|
Vesting Percentage for each of
A, B and C Target Performance Shares
|
|
Above 3rd Ranked Peer
|
|
150%
|
|
Equal to 3rd Ranked Peer
|
|
130%
|
|
Equal to or Above 4th Ranked Peer
|
|
115%
|
|
Equal to or Above 5th Ranked Peer
|
|
100%
|
|
Equal to or Above 6th Ranked Peer
|
|
75%
|
|
Equal to or Above 7th Ranked Peer
|
|
50%
|
|
Below 7th Ranked Peer
|
|
0%
|
(ii)
For purposes of this Agreement, CAGR of TRS for a Performance
Period for the Company and each member of the Peer Group shall be
determined as follows:
