-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HMEreC1QjFD0paKDETjn7CFjCtiApplrKCFc1Zn/2KX/UEbCVaWk/TSwIW16zkUp batYOr7lhoRA1HwKa7F9yQ== 0000101640-94-000006.txt : 19940407 0000101640-94-000006.hdr.sgml : 19940407 ACCESSION NUMBER: 0000101640-94-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940406 EFFECTIVENESS DATE: 19940425 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S HOME CORP /DE/ CENTRAL INDEX KEY: 0000101640 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 210718930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52993 FILM NUMBER: 94520501 BUSINESS ADDRESS: STREET 1: 1800 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138772311 MAIL ADDRESS: STREET 1: PO BOX 2863 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES HOME & DEVELOPMENT CORP DATE OF NAME CHANGE: 19710713 S-8 1 S-8 FOR U S HOME CORPORATION 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 U.S. HOME CORPORATION ______________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 21-0718930 ________________________________ ___________________ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1800 West Loop South Houston, Texas 77027 _______________________________________ __________ (Address of principal executive offices) (Zip Code) U.S. Home Corporation Non-Employee Directors' Stock Option Plan U.S. Home Corporation Employee Stock Payment Plan Stock Bonus Plan Pursuant To The 1993-94 Presidents Of Operations and Division Presidents Incentive Compensation Programs _________________________________________________________________ (Full titles of the plans) ROBERT J. STRUDLER Chairman and Chief Executive Officer U.S. Home Corporation 1800 West Loop South Houston, Texas 77027 _______________________________________ (Name and address of agent for service) (713) 877-2311 _____________________________________________________________ (Telephone number, including area code, of agent for service) Copy to: STEPHEN C. KOVAL, Esq. Kaye, Scholer, Fierman, Hays & Handler 425 Park Avenue New York, New York 10022 (212) 836-8000
CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share Price Fee __________ __________ _________ _________ ____________ Common Stock, 380,000 $20.125(1) $7,647,500(1) $2,637.09(1) par value shares $.01 per share
(1) The offering price has been computed pursuant to Rule 457(c) and Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended (the "Act"), upon the basis of the high and low prices of the Common Stock reported on the New York Stock Exchange on April 5, 1994. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, or portions thereof, filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: 1. U.S. Home Corporation's (the "Company") Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal year ended December 31, 1993, as filed with the Commission on February 25, 1994. 2. The description of the common stock, par value $.01 per share, of the Company (the "Common Stock") is contained under the headings "Capital Stock and Class B Warrants - Common Stock" on page 51 and "Capital Stock and Class B Warrants - Certificate of Incorporation" on pages 54-55 of the prospectus, dated October 27, 1993, filed with the Commission on October 28, 1993 pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the "Act"), relating to the Company's Amendment No. 3 to Registration Statement on Form S-3 under the Act filed with the Commission on October 26, 1993 (Registration No. 33-68966). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Second Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation") provides, as do the charters of many other publicly held companies incorporated in the State of Delaware, that the personal liability of directors of the Company to the Company is eliminated to the maximum extent permitted by applicable law. The Certificate of Incorporation provides for the indemnification of the directors, officers, employees, and agents of the Company and its subsidiaries to the full extent that may be permitted by applicable law from time to 3 time. Certain provisions of the Certificate of Incorporation protect the Company's directors against personal liability for monetary damages resulting from breaches of their fiduciary duty of care, except as set forth below. The Company's directors remain liable for breaches of their duty of loyalty to the Company and its stockholders, as well as for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. The Certificate of Incorporation also does not absolve directors of liability under Section 174 of the Delaware General Corporation Law, which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions in certain circumstances and expressly sets forth a negligence standard with respect to such liability. Under Delaware General Corporation Law, directors, officers, employees and other individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits, or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation - a "derivative action") if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and Delaware General Corporation Law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the company. The Certificate of Incorporation provides, among other things, that each person who was or is made a party to, or is threatened to be made a party to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company (or was serving at the request of the Company as a director, officer, employee or agent for another entity), will be indemnified and held harmless by the Company to the fullest extent permitted by applicable law as it presently exists or may be amended, against all expense, liability or loss (including attorneys' fees), reasonably incurred by such person in connection therewith. The Company will pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of the final disposition. However, the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding will be made only upon receipt by the Company of an undertaking 4 by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under the Certificate of Incorporation or otherwise. The foregoing right of indemnification will not be deemed exclusive of any other right to which those indemnified may be entitled against the Company, and the Company may provide additional rights to such persons. If a claim for indemnification or payment of expenses is not paid in full within 60 days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting such claim. In any such action, the Company will have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. The rights conferred on any person under the Certificate of Incorporation will not be exclusive of any other rights which such person may have or acquire under any statute, provision of the Certification of Incorporation, the Amended and Restated By-Laws, agreement, vote of stockholders of the Company or disinterested directors or otherwise. The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. Subject to the availability of insurance at substantially similar rates for similar coverage (as determined in the sole discretion of the Company), the Company will maintain insurance at (i) the levels in effect as of June 21, 1993 with respect to each director, officer, employee or agent of the Company until June 21, 1996 or (ii) the levels in effect as of the date of the expiration of the term, death, removal, retirement or resignation of any such person for a period of three years after such event, whichever level is greater, in either case, with respect to any proceeding by reason of the fact that such person, or the person for whom he or she is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person at the Company's expense, to protect the Company and any such person against any such liability, cost, payment or expense; provided, however, that subject to the provisions of this paragraph, the Company will only be required to maintain insurance until the earlier of the date which is (a) three years after the expiration of the term, death, removal, retirement or resignation of any such person and (b) June 21, 1999. 5 Any repeal or modification of the provisions described above will not adversely affect any right or protection under the Certificate of Incorporation of any person in respect of any act or omission occurring prior to the time of such repeal or modification. Under the first amended consolidated plan of reorganization of the Company (the "USH Plan"), the obligations of the Company and each of its affiliates to indemnify any person serving as one of its directors, officers or employees as of or following April 15, 1991, by reason of such person's past or future service in such a capacity, or as a director, officer, or employee of another corporation, partnership or other legal entity, to the extent provided in the applicable certificate of incorporation, by-laws, or similar constituent documents or by statutory law or written agreement of or with the Company or any of its affiliates, were, except as provided below, deemed and treated as executory contracts that were assumed by the Company or any of its affiliates pursuant to the USH Plan and Section 365 under chapter 11 of title 11 of United States Code, upon the confirmation of the USH Plan. Accordingly, such indemnification obligations survived and were unaffected by entry of the confirmation order with respect to the USH Plan, irrespective of whether such indemnification is owed for an act or event occurring before or after April 15, 1991. As authorized by the Certificate of Incorporation and the order of the United States Bankruptcy Court for the Southern District of New York confirming the USH Plan, the Company entered into indemnification agreements effective as of June 21, 1993 with each of its directors and officers. These indemnification agreements provide for, among other things, the (i) indemnification by the Company of the indemnitees thereunder to the extent described above and (ii) advancement of attorneys' fees and other expenses. Accordingly, the Company will in certain circumstances be obligated to indemnify its former directors and its directors and officers from and after June 21, 1993, including as to matters arising out of service as directors or officers of certain entities other than the Company or any of its affiliates prior to June 21, 1993. Item 7. Exemption from Registration Claimed. Not applicable. 6 Item 8. Exhibits. The following are filed as exhibits to this registration statement: Exhibits Description ________ ___________ 4.1 U.S. Home Corporation Non-Employee Directors' Stock Option Plan. 4.2 U.S. Home Corporation Employee Stock Payment Plan. 4.3 Stock Bonus Plan Pursuant to the 1993-94 Presidents of Operations and Division Presidents Incentive Compensation Programs. 4.4 Second Restated Certificate of Incorporation of the Company. Incorporated by reference from exhibit 3.1 of the Company's Registration Statement on Form S-3 under the Act filed with the Commission on September 17, 1993 (Registration No. 33-68966) ("Form S-3"). 4.5 Amended and Restated By-Laws of the Company. Incorporated by reference from exhibit 3.2 of Form S-3. 5.1 Opinion of Messrs. Kaye, Scholer, Fierman, Hays & Handler. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Messrs. Kaye, Scholer, Fierman, Hays & Handler. Contained in such firm's opinion filed as Exhibit 5.1 hereto. Item 9. Undertakings. A. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 7 B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 6, 1994. U.S. HOME CORPORATION By:/s/Chester P. Sadowski __________________________ Chester P. Sadowski Vice President, Controller, and Chief Accounting Officer 8 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes each of Robert J. Strudler, Isaac Heimbinder, Craig M. Johnson or Chester P. Sadowski, as attorney-in-fact, to sign and file on his behalf, individually and in each capacity stated below, any pre-effective or post-effective amendment hereto. Signature Title Date _________ _____ ____ /s/ Robert J. Strudler Chairman, Chief Executive April 6, 1994 Robert J. Strudler Officer and Director (principal executive officer) /s/ Isaac Heimbinder President, Chief Operating April 6, 1994 Isaac Heimbinder Officer and Director /s/ Chester P. Sadowski Vice President, April 6, 1994 Chester P. Sadowski Controller and Chief Accounting Officer (principal accounting officer) /s/ Thomas A. Napoli Vice President, April 6, 1994 Thomas A. Napoli Finance and Chief Financial Officer (principal financial officer) /s/ Glen Adams Director April 6, 1994 Glen Adams /s/ Steven L. Gerard Director April 6, 1994 Steven L. Gerard /s/Kenneth J. Hanau, Jr. Director April 6, 1994 Kenneth J. Hanau, Jr. /s/Malcolm T. Hopkins Director April 6, 1994 Malcolm T. Hopkins /s/Jack L. McDonald Director April 6, 1994 Jack L. McDonald /s/Charles A. McKee Director April 6, 1994 Charles A. McKee /s/George A. Poole, Jr. Director April 6, 1994 George A. Poole, Jr. /s/Herve' Ripault Director April 6, 1994 Herve' Ripault /s/James W. Sight Director April 6, 1994 James W. Sight 9 EXHIBIT INDEX _____________ Exhibit Description Page _______ ___________ ____ 4.1 U.S. Home Corporation Non- 10 Employee Directors' Stock Option Plan. 4.2 U.S. Home Corporation Employee 27 Stock Payment Plan. 4.3 Stock Bonus Plan Pursuant to the 1993-94 34 Presidents of Operations and Division Presidents Incentive Compensation Programs. 5.1 Opinion of Messrs. Kaye, Scholer, 37 Fierman, Hays & Handler. 23.1 Consent of Independent Public 38 Accountants. EX-4.1 2 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 10 EXHIBIT 4.1 U.S. HOME CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1. Purposes. The purposes of the U.S. Home Corporation Non-Employee Directors' Stock Option Plan (the "Plan") are to attract and retain qualified and competent persons for service as members of the board of directors (the "Board") of U.S. Home Corporation (the "Company") by providing a means whereby such persons acquire an equity interest in the Company and to secure for the Company and its stockholders the benefit of the incentives inherent in such equity ownership by persons whose advice and counsel are important to the Company's future growth and continued success. 2. Administration. (a) The Board shall (i) administer the Plan, (ii) establish, subject to the provisions of the Plan, such rules and regulations as it may deem appropriate for the proper administration of the Plan and (iii) make such determinations under, and such interpretations of, and take such steps in connection with, the Plan or the options issued thereunder as it may deem necessary or advisable. (b) The Board may from time to time appoint a Committee (the "Committee"), which shall initially be the Nominating Committee of the Board, which shall be comprised of at least three members of the Board and may delegate to the Committee full power and authority to take any and all action required or permitted to be taken by the Board under the Plan, whether or not the power and the authority of the Committee is hereinafter fully set forth. The Board or the Committee, as applicable, shall hereinafter be referred to as the "Administrator." 3. Stock. The stock (the "Stock") to be made the subject of an option under the Plan shall be the shares of common stock of the Company, $.01 par value per share, whether authorized and unissued or treasury stock. The total amount of Stock for which options may be granted under the Plan shall not exceed, in the aggregate, 100,000 shares, subject to adjustment in accordance with the provisions of Section 12 hereof. Any shares of Stock which were the subject of unexercised portions of any terminated or expired options may again be subject to the grant of options under the Plan during the remaining term of the Plan. 11 4. Award of Options. (a) Options shall be granted only to non-employee directors of the Board. No individual who is, at the time of grant, an employee of the Company shall be eligible to receive options under the Plan. (b) All options granted under the Plan shall be non-qualified options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "IRC"). (c) Any and all options granted under this Plan shall be granted not later than 10 years from August 19, 1993, the date the Plan was adopted by the Board. (d) All options granted under the Plan shall be evidenced by a written agreement substantially in the form of Exhibit A annexed hereto (each an "Option Agreement"). 5. Number of Shares to Be Granted. (a) Each person who is a non-employee director of the Company at the time of adoption of the Plan by the Board shall be granted an option for 5,000 shares of Stock (an "Initial Stock Option Grant") at the time of such adoption. Each person who becomes a non-employee director of the Company after the adoption of the Plan by the Board shall be granted an option for 5,000 shares of Stock at the time such person first becomes a non-employee director of the Company (a "New Director Stock Option Grant"). On the date of each annual meeting or special meeting in lieu of annual meeting of the stockholders of the Company, each person who continues to serve as a non-employee director of the Company immediately after such meeting shall be granted an option for 1,000 additional shares of Stock (an "Annual Stock Option Grant"); provided, that he or she has served as a non-employee director for at least six months prior to such meeting. The options shall be deemed automatically granted at the times, in the amounts and at the option prices set forth herein without any further action on the part of the Administrator, and the proper officers of the Company are authorized, empowered and directed to execute and deliver an Option Agreement to reflect each such grant at the times, in the amounts and at the option prices determined in accordance with the Plan. (b) Each person who (i) is a non-employee director of the Company at the time of adoption of the Plan and (ii) has served as a non-employee director of the Company prior to June 21, 1993 shall be granted an option for 2,500 shares of Stock, in addition to the option granted pursuant to paragraph (a) of this Section 5, the aggregate of which shall be deemed an Initial Stock Option Grant for such directors. 12 6. Price. (a) In the case of an Initial Stock Option Grant, the exercise price of such Option shall be the greater of the (i) closing price of the Stock on the New York Stock Exchange (the "NYSE") on June 21, 1993 and (ii) average closing price of the Stock on the NYSE for the 10 consecutive trading days ending August 20, 1993. Notwithstanding the foregoing, the exercise price of such Option will in no event be less than 95% of the average closing price of the Stock on the NYSE for the 20 consecutive trading days immediately prior to August 19, 1993. (b) In the case of a New Director Stock Option Grant, the exercise price of such Option shall be the average closing price of the Stock on the NYSE for the 10 consecutive trading days prior to the date of the New Director Stock Option Grant. Notwithstanding the foregoing, the exercise price of such Option will in no event be less than 95% of the average closing price of the Stock on the NYSE for the 20 consecutive trading days immediately prior to the date of the New Director Stock Option Grant. (c) In the case of an Annual Stock Option Grant, the exercise price of such Option shall be the average closing price of the Stock on the NYSE for the 10 consecutive trading days prior to the date of the Annual Stock Option Grant. Notwithstanding the foregoing, the exercise price of such Option will in no event be less than 95% of the average closing price of the Stock on the NYSE for the 20 consecutive trading days immediately prior to the date of the Annual Stock Option Grant. (d) The closing price of the Stock, as of any particular day, shall be as reported in The Wall Street Journal; provided, however, that if the Stock is not listed on the NYSE on the dates the option price is to be determined, the option price shall be not less than the fair market value of the shares of Stock covered by the option at the time that the option is granted, as determined by the Administrator based on such empirical evidence as it deems to be necessary under the circumstances. 7. Term. Subject to Sections 9, 10 and 21 hereof, an option may be exercised by the holder thereof (a "Holder") in whole at any time or in part from time to time commencing with the date of grant of any option under the Plan, but no option may be exercised in any amount later than 10 years from the date such option was granted. 8. Transferability. No option may be transferable by a Holder other than by will or the laws of descent and distribution. During the lifetime of a Holder, the option may be exercisable only by such Holder. A Holder who acquires Stock hereunder may only transfer such Stock in compliance with applicable federal and state securities laws. 13 9. Termination of Directorship. If, on or after the date an option is granted under the Plan, a Holder (i) resigns as a director of the Company or (ii) is removed as a director of the Company by the stockholders of the Company, with or without cause, the Holder shall have the right, not later than the earlier of (A) three months after such resignation or removal or (B) the termination date of the option as set forth in the Option Agreement, to exercise such option, to the extent the right to exercise such option shall have accrued at the date of such resignation or removal, except to the extent that such option theretofore shall have been exercised. 10. Retirement, Death or Disability. If a Holder retires at the age of 65 or above, dies, or becomes disabled (within the meaning of Section 22(e)(3) of the IRC) while a director of the Company, the Holder, the personal representative of the Holder or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, or the disabled Holder, shall have the right, not later than the earlier of (i) three years from the date of the Holder's retirement, death or disability or (ii) the termination date of the option as set forth in the Option Agreement, to exercise such option to the extent the right to exercise such option shall have accrued at the date of such retirement, death or disability, except to the extent such option theretofore shall have been exercised. 11. Payment for Stock. (a) The purchase price of Stock issued upon exercise of options granted hereunder shall be paid in full on the date of purchase. Payment shall be made either in cash or such other consideration as the Administrator deems appropriate, including, without limitation, Stock already owned by the Holder or Stock to be acquired by the Holder upon exercise of the option having a total fair market value, as determined by the Administrator, equal to the purchase price, or a combination of cash and Stock having a total fair market value, as so determined, equal to the purchase price. (b) Stock shall not be issued upon the exercise of options unless and until the aggregate amount of federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the exercise of such options have been paid or satisfied or provision for their payment and satisfaction has been made upon such terms as the Administrator may prescribe, including, without limitation, payment of such taxes by exchanging shares of Stock previously owned by the Holder or acquired upon the exercise of an option. 14 12. Stock Adjustments. (a) The total amount of Stock for which options shall be granted under the Plan and option terms (both as to the number of shares of Stock and the price of the option) shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Stock resulting from payment of a stock dividend on the Stock, a subdivision or combination of the Stock, or a reclassification of the Stock, and (in accordance with the provisions contained in the following paragraph) in the event of a consolidation or a merger in which the Company will be the surviving corporation. (b) After any merger of one or more corporations into the Company in which the Company shall be the surviving corporation, or after any consolidation of the Company and one or more other corporations, each Holder shall, at no additional cost, be entitled, upon any exercise of his option, to receive, in lieu of the number of shares of Stock as to which such option shall then be so exercised, the number and class of shares of stock or other securities to which such Holder would have been entitled pursuant to the terms of the applicable agreement of merger or consolidation if at the time of such merger or consolidation such Holder had been a Holder of record of a number of shares of Stock equal to the number of shares for which such option may then be so exercised. Comparable rights shall accrue to each Holder in the event of successive mergers or consolidations of the character described above. (c) In the event of any sale of all or substantially all of the assets of the Company, or any merger of the Company into another corporation, or any dissolution or liquidation of the Company or, in the discretion of the Board, any consolidation or other reorganization in which it is impossible or impracticable to continue in effect any options, all options granted under the Plan and not previously exercised shall terminate unless exercised at least one business day before the scheduled closing of such event; provided, that any such exercise or termination shall be conditioned on the closing of such transaction; and provided further, that the Board may, in its discretion, require instead that all options granted under the Plan and not previously exercised shall be assumed by such other corporation on the basis provided in the preceding paragraph to the extent possible or practical. (d) The adjustments described in this Section 12 and the manner of application of the foregoing provisions shall be determined by the Board in its sole discretion. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an option. 15 13. Rights as a Stockholder. A Holder or a transferee of an option shall have no rights as a stockholder with respect to any share of Stock covered by such Holder's option until such Holder has become the holder of record of such share of Stock, and, except for stock dividends as provided in Section 12 hereof, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such share for which the record date is prior to the date on which he or she shall become the holder of record thereof. 14. Amendment and Termination. The Board may at any time terminate, amend or modify the Plan in any respect it deems suitable; provided, however, that no such action of the Board, without the approval of the stockholders of the Company, may (i) increase the total amount of Stock on which options may be granted under the Plan, (ii) change the manner of determining the option price, (iii) change the class of individuals eligible to receive options, (iv) change the number of options which may be granted to each director, or (v) change the times when such options are granted; provided, further, that no amendment, modification or termination of the Plan may in any manner affect any option theretofore granted under the Plan without the consent of the then Holder. Notwithstanding the foregoing, the Plan may not be amended more than once in any six-month period except to comply with changes in the IRC, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated under either the IRC or ERISA. 15. Investment Purpose. At the time of exercise of any option, the Company may, if it shall deem it necessary or desirable for any reason, require the Holder to (i) in the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), represent in writing to the Company that it is such Holder's then intention to acquire the Stock for investment and not with a view to the distribution thereof or (ii) postpone the date of exercise until such time as the Company has available for delivery to the Holder a prospectus meeting the requirements of all applicable securities laws. 16. Right to Remove Director. Nothing contained herein or in any Option Agreement shall restrict the right of the stockholders of the Company to remove any Holder as director at any time, with or without cause, or shall constitute or be evidence of any agreement or understanding, express or implied, that the Company shall retain a director for any period of time, or at any particular rate of compensation. 16 17. Finality of Determinations. Each determination, interpretation, or other action made or taken pursuant to the provisions of the Plan by the Administrator shall be final and be binding and conclusive for all purposes. 18. Indemnification of Directors. Each director of the Company, solely in his or her capacity as a director, shall be indemnified by the Company against all costs and expenses reasonably incurred by such director in connection with any action, suit or proceeding to which he or she or any of the other directors may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any option granted thereunder, and against all amounts paid in settlement thereof (provided such settlement shall be approved by independent legal counsel) or paid in satisfaction of a judgment in any such action, suit or proceeding, to the extent permitted by Delaware law. Upon the institution of any such action, suit or proceeding, a director of the Company shall notify the Company in writing, giving the Company an opportunity, at its own expense, to handle and defend the same before such director undertakes to handle it on his or her own behalf. 19. Federal Income Tax Consequences. Under the present provisions of the IRC, the federal income tax consequences of participating in the Plan may be summarized as follows: This summary is of general application only and its application to any individual will depend on that individual's circumstances. The summary does not address the effect of state and local income tax laws. The Plan is not subject to the provisions of Section 401(a) of the IRC or ERISA. The recipient of an option shall not recognize income upon the grant of the option, but, upon exercise, generally shall recognize ordinary income in an amount equal to the difference between the fair market value of the Stock acquired on the exercise date and the option price. The Company shall be entitled to a tax deduction at the same time and in the same amount as the income recognized, provided that it appropriately withholds to the extent required by applicable law. If an option is exercised within six months of the date of grant and the Holder is restricted from selling the Stock acquired upon exercise because of the restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless the Holder elects under Section 83(b) of the IRC to be taxed immediately, he or she shall recognize ordinary income (and the Company shall be entitled to a deduction) at the end of the restricted period imposed by Section 16(b) in an amount equal to the difference between the fair market value of the Stock at that time and the option price. 17 If the Holder pays the option price entirely in cash for tax purposes, his or her basis in the shares of Stock received shall be equal to their fair market value on the exercise date (or the date on which the Section 16(b) period expires, if applicable), and the holding period for tax purposes shall begin on the day following the exercise date. 20. Governing Law. The Plan shall be governed by the laws of the State of Delaware. 21. Effective Date. The Plan shall become effective upon the date of its adoption by the Board and options shall be deemed granted at the close of business that day to all non-employee directors of the Company serving on the Board at that time, but no option may be exercised under the Plan unless and until the Plan shall have been approved by the stockholders of the Company within 12 months after its adoption by the Board. If the Plan is not so approved by the stockholders, all options granted hereunder shall be null and void. 22. Override. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Administrator. 23. Additional Information. Additional information regarding the Plan and the Administrator may be obtained by contacting Ms. Kelly Somoza, Vice President, U.S. Home Corporation, 1800 West Loop South, Houston, Texas 77027, telephone number (713) 877-2391. The Company shall make available without charge to all Holders, upon written or oral request to Ms. Somoza at the address and/or telephone number set forth above, the following documents, each of which is incorporated by reference into the Section 10(a) prospectus relating to the Plan: (1) The Company's prospectus dated June 14, 1993, filed with the Securities and Exchange Commission (the "Commission") on June 16, 1993 pursuant to Rule 424(b) promulgated under the Securities Act (the "Prospectus"), relating to the Company's Amendment No. 2 to Form S-1 Registration Statement under the Securities Act filed with the Commission on June 11, 1993 (Registration No. 33-60638). 18 (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993. (3) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993. (4) The Company's Current Report on Form 8-K, dated April 1, 1993. (5) The Company's Current Report on Form 8-K, dated April 5, 1993. (6) The Company's Current Report on Form 8-K, dated June 9, 1993. (7) The Company's Current Report on Form 8-K, dated June 28, 1993. (8) The description of the Stock contained in the Prospectus, under the headings "Capital Stock and Class B Warrants - Common Stock" on page 89 and "Capital Stock and Class B Warrants - Certificate of Incorporation" on pages 89-90. For additional information about the Stock, see the Prospectus, under the headings "Management - Board of Directors" on pages 41-42 and "Management - Director Nomination Procedures" on page 42, which are incorporated by reference into the Section 10(a) prospectus relating to the Plan. (9) Information on how the members of the Board are elected, their term of office, and the manner in which they may be removed from office is provided in Article SIXTH of the Second Restated Certificate of the Company, a copy of which is annexed hereto as Exhibit B. Information concerning the Company will be periodically updated by the filing of reports by the Company pursuant to the Exchange Act. Such reports were incorporated by reference to the Section 10(a) prospectus relating to the Plan and will also be available to Holders upon written or oral request to the Company's offices as indicated above. * * * * Approved by the Board of Directors on August 19, 1993 19 EXHIBIT A U.S HOME CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN STOCK OPTION AGREEMENT OPTION AGREEMENT, dated as of ______________ __, 199_ between U.S. HOME CORPORATION, a Delaware corporation (the "Company"), and ________________________________ (the "Holder"). 1. Purpose. The purpose of this Stock Option Agreement (this "Agreement") is to set forth the terms and conditions of the stock option granted to the Holder under the Non-Employee Directors' Stock Option Plan (the "Plan"). The terms and conditions (including defined terms) of the Plan are expressly incorporated herein and made a part of hereof with the same force and effect as if fully set forth herein. The acceptance by the Holder of the Option (as hereinafter defined) granted hereby shall constitute acceptance of and agreement with all of the terms and conditions contained in this Agreement and the Plan. 2. Grant of Option. The Company hereby grants to the Holder an option (the "Option") to purchase all or any part of an aggregate of (5,000) (7,500) (1,000) shares of the Company's common stock, $.01 par value per share (the "Stock"), at a price of $______ * per share (the "Exercise Price"), subject to adjustment as herein provided. Such Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "IRC"). 3. Term. Subject to Sections 4, 5 and 13 hereof, the Option shall be exercisable in whole or in part at any time on or after the date hereof; provided, however, that the Option shall expire on the date 10 years from the date hereof. Any exercise shall be accompanied by a written notice to the Company in substantially the form attached hereto as Schedule 1. 20 4. Termination of Directorship. If, on or after the date the Option is granted, the Holder (i) resigns as a director of the Company or (ii) is removed as a director of the Company by the stockholders of the Company, with or without cause, the Holder shall have the right, not later than the earlier of (A) three months after such resignation or removal or (B) the termination date of the Option set forth herein, to exercise the Option, to the extent the right to exercise the Option shall have accrued at the date of such resignation or removal, except to the extent that the Option theretofore shall have been exercised. 5. Retirement, Death or Disability. If the Holder retires at the age of 65 or above, dies, or becomes disabled (within the meaning of Section 22(e)(3) of the IRC) while a director of the Company, the Holder, the personal representative of the Holder or the person or persons to whom the Option shall have been transferred by will or by the laws of descent and distribution, or the disabled Holder, will have the right, not later than the earlier of (i) three years from the date of the Holder's retirement, death or disability or (ii) the termination date of the Option set forth herein, to exercise the Option to the extent the right to exercise the Option shall have accrued at the date of such retirement, death or disability, except to the extent the Option theretofore shall have been exercised. 6. Transferability. The Option shall not be transferable by the Holder other than by will or the laws of descent and distribution. During the lifetime of the Holder, the Option shall be exercisable only by such Holder. If the Holder acquires Stock hereunder, the Holder shall only transfer such Stock in compliance with applicable federal and state securities laws. 7. Payment of Exercise Price. Payment for shares of Stock issued upon exercise of the Option shall be paid in full on the date of purchase. Payment shall be made either in cash or in such other consideration as the Administrator (as defined in the Plan) deems appropriate. Notwithstanding the foregoing, shares of Stock shall not be issued upon exercise of the Option unless and until the aggregate amount of Federal, state and local taxes of any kind required to be withheld, if any, with respect to such exercise have been paid or satisfied or provision for their payment and satisfaction has been made upon such terms as the Administrator may prescribe. 8. Adjustment to Option. The number of shares of Stock subject to the Option and the Exercise Price shall be adjusted, as necessary, in accordance with the provisions of Section 12 of the Plan. 21 9. No Rights as Stockholder. The Holder shall have no rights as a stockholder with respect to any Stock covered by the Option until such person has become the holder of record of such Stock, and, except for stock dividends as provided in Section 12 of the Plan, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such Stock for which the record date is prior to the date on which he or she shall become the holder of record thereof. 10. Right to Remove Director. Nothing contained herein or in any Option Agreement shall restrict the right of the stockholders of the Company to remove any Holder as director at any time, with or without cause, or shall constitute or be evidence of any agreement or understanding, express or implied, that the Company shall retain a director for any period of time, or at any particular rate of compensation. 11. Representations. (a) At the time of any exercise of the Option, the Company may, if it shall deem it necessary or desirable for any reason, require the Holder to (i) in the absence of an effective registration statement under the Securities Act of 1933, as amended, represent in writing to the Company that it is his then intention to acquire the Stock for investment and not with a view to the distribution thereof or (ii) postpone the date of exercise until such time as the Company has available for delivery to the Holder a prospectus meeting the requirements of all applicable federal or state securities laws. (b) Holder hereby represents to the Company that, upon the grant of the Option, Holder will not beneficially own in excess of 4.9 percent of the value of the equity securities (as defined in Rule 3a11-1 under the Securities Exchange Act of 1934, as amended) of the Company; provided that for purposes of this Section 11(b), all outstanding options to acquire equity securities (including the Option and the Company's Class B Warrants) of the Company are deemed to be exercised.** 12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware. 22 13. Stockholder Approval. Any Option granted under the Agreement shall not be exercisable unless or until the Plan shall have been approved by the stockholders of the Company in accordance with the provisions of Section 21 of the Plan. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. U.S. HOME CORPORATION By:__________________________ Name: Title: Holder _____________________________ Signature Name: _______________________ Address: ___________________ ___________________ 23 SCHEDULE 1 U.S. Home Corporation 1800 West Loop South Houston, Texas 77252 Attention: Secretary Re: Notice of Exercise of Stock Option Dear Sir: I am the holder of the below-described option to acquire shares of common stock, $.01 par value per share (the "Common Stock"), of U.S. Home Corporation (the "Company") granted under the U.S. Home Corporation Non-Employee Directors' Stock Option Plan: Number of Shares Exercise Price Date of Option Subject to Option Per Share ______________ _________________ ______________ I hereby exercise my option to purchase ______ shares of Common Stock and tender the purchase price therefor, reserving my right to purchase any remaining shares of Common Stock subject to the option in accordance with its terms. In making this purchase, I hereby represent to you as follows: 1. In the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), I am purchasing these shares of Common Stock for my own account for investment and without any present intention of disposing of the shares by public offering or otherwise. 2. I will not dispose of the shares of Common Stock unless a registration statement under the Securities Act and applicable state securities and "blue sky" laws covering the shares of Common Stock is in effect or, in the opinion of counsel to the Company, an exemption from such registration is available. Dated: ____________ __, _____ Very truly yours, _________________________________ Signature Name: ___________________________ Address: ________________________ _________________________________ 24 EXHIBIT B SIXTH: The following provisions will apply to the composition of the Board of Directors and the election, qualification and removal of directors: 1. Number of Directors. Until the Annual Meeting to be held during 1996, the number of directors constituting the entire Board of Directors will be 11. Thereafter, commencing with the Annual Meeting to be held in 1996, the number of directors constituting the entire Board of Directors will be determined by a resolution adopted by a majority of the entire Board of Directors, but such number will not be less than 7 or more than 15. The minimum and maximum number of directors of the Corporation may be increased or decreased only by amending this Restated Certificate of Incorporation in accordance with Article ELEVENTH hereof; provided, that the number of directors will not be reduced at any time so as to shorten the term of any director at the time in office. Notwithstanding the foregoing, the provisions of this Article SIXTH, Section 1 shall be subject to the provisions of Section C, paragraph 3(c) of Article FOURTH hereof. 2. Classes of Directors and Term of Office. Subject to Section C, paragraph 3(c) of Article FOURTH hereof, until the Annual Meeting to be held during 1996, the directors will be divided, with respect to the time for which they hold office, into three classes: Class I, Class II and Class III. Class I will initially consist of Messrs. George A. Poole, Jr., Herve' Ripault and James W. Sight, who will each hold office for a term expiring at the Annual Meeting to be held during 1994; Class II will initially consist of Messrs. Glen Adams, Steven L. Gerard, Kenneth J. Hanau, Jr. and Charles A. McKee, who will each hold office for a term expiring at the Annual Meeting to be held during 1995; and Class III will initially consist of Messrs. Malcolm T. Hopkins, Jack L. McDonald, Robert J. Strudler and Isaac Heimbinder, who will each hold office for a term expiring at the Annual Meeting to be held during 1996. Any person (i) elected to the Board of Directors at the Annual Meetings to be held during 1994 or 1995 or (ii) selected to fill any vacancy in the Board of Directors in a Class elected at the Annual Meetings held during 1994 or 1995 will hold office for a term expiring at the Annual Meeting held during 1996, provided, however, that any director elected pursuant to Section C, paragraph 3(c) of Article FOURTH hereof will hold office in accordance with the terms of such provision. Each director (a) elected to the Board of Directors at any Annual Meeting, commencing with the Annual Meeting to be held in 1996 or (b) selected to fill any vacancy in the Board of Directors after the Annual Meeting to be held during 1996 will hold office for a term expiring at the next Annual Meeting. Each director will hold office until such director's successor has been duly elected and qualified. 25 3. Removal. Notwithstanding any other provisions of this Restated Certificate of Incorporation or the By-Laws (and notwithstanding the fact that some lesser percentage may be specified by law), until the Annual Meeting to be held in 1996, a director may be removed from office only for cause by the vote of the holders of at least 75 percent of the shares of Capital Stock issued and outstanding and entitled to vote thereon. For purposes of this paragraph 3 of this Article SIXTH, "cause" means, with respect to any director, (i) a director's continuing, willful failure to perform the duties required of his or her position (other than as a result of total or partial incapacity due to physical or mental illness), (ii) gross negligence or malfeasance by a director in the performance of his or her duties or (iii) the conviction or plea of nolo contendere to a crime by a director that constitutes a felony under the laws of the United States, or any state thereof, which results or was intended to result directly or indirectly in gain or personal enrichment by such director at the expense of the Corporation. 4. Vacancies. Until the Annual Meeting to be held during 1996, any vacancy in the Board of Directors resulting from any cause, including, without limitation, the death, resignation or removal of Kenneth J. Hanau, Jr., Charles A. McKee, Herve' Ripault, Robert J. Strudler or Isaac Heimbinder or any of their successors (collectively, the "Continuing Directors") may be filled only by a vote of a majority of the Continuing Directors remaining in office or, if there are no remaining Continuing Directors, by the holders of shares of Capital Stock having at least a majority of the votes which could be cast by the holders of all of the issued and outstanding shares of voting Capital Stock. Until the Annual Meeting to be held during 1996, any vacancy in the Board of Directors resulting from any cause, including, without limitation, the death, resignation or removal of Glen Adams, Steven L. Gerard, Malcolm T. Hopkins, Jack L. McDonald, George A. Poole, Jr. or James W. Sight or any of their successors (collectively, the "New Directors") may be filled only by a vote of a majority of the New Directors remaining in office or, if there are no remaining New Directors, by the holders of shares of Capital Stock having at least a majority of the votes which could be cast by the holders of all of the issued and outstanding shares of voting Capital Stock. If the Board of Directors is still divided into classes at the time of the filling of such vacancy, any director so elected will serve until the next election of the class for which such director has been chosen and until his successor is elected and qualified. Any individual elected or nominated (in accordance with paragraph 5 of this Article SIXTH) by the New Directors must meet the same criteria with respect to eligibility for election as a director set forth in Section 6.1 of the USH Plan as his or her predecessor. Subject to Section C, paragraph 3(c) of Article FOURTH hereof, subsequent to the Annual Meeting to be held during 1996, any vacancy in the Board of Directors resulting from any cause, including, without limitation, death, resignation or removal of a director, may be filled only by a vote of a majority of the 26 remaining directors, or, if there are no remaining directors then in office, by the holders of shares of Capital Stock having at least a majority of the votes which could be cast by the holders of all of the issued and outstanding shares of voting Capital Stock. Any director so elected will serve until the next election of directors and until his successor is elected and qualified. 5. Nomination of Directors. Until the Annual Meeting to elect directors to be held in 1996, nominations for election to the Board of Directors due to expiring terms of Continuing Directors and New Directors will be made by a majority of the remaining Continuing Directors or New Directors, respectively. Subject to the provisions of Section C, paragraph 3(c) of Article FOURTH hereof, after the Annual Meeting to be held in 1996, nominations for election to the Board of Directors due to expiring terms of directors will be made by the affirmative vote of a majority of the entire Board of Directors. * To be determined pursuant to Section 6 of the Stock Option Plan. ** Section 11(b) will not be required after June 22, 1995. EX-4.2 3 EMPLOYEE STOCK PAYMENT PLAN 27 EXHIBIT 4.2 U.S. HOME CORPORATION EMPLOYEE STOCK PAYMENT PLAN 1. Purpose. The purpose of the U.S. Home Corporation Employee Stock Payment Plan (the "Plan") is to increase the ownership stake of key employees of U.S. Home Corporation and its subsidiaries or divisions (the "Company") by paying a percentage of such employees' annual incentive compensation in shares of Stock (as defined herein) in lieu of cash. 2. Administration. (a) The board of directors of the Company (the "Board") will (i) administer the Plan, (ii) establish, subject to the provisions of the Plan, such rules and regulations as it may deem appropriate for the proper administration of the Plan and (iii) make such determinations under, and such interpretations of, and take such steps in connection with, the Plan or the Stock issued thereunder as it may deem necessary or advisable. (b) The Board may from time to time appoint a Committee (the "Committee"), which shall initially be the Compensation and Stock Option Committee of the Board, which will be comprised of at least three members, all of whom are disinterested persons (as defined herein), and may delegate to the Committee full power and authority to take any and all action required or permitted to be taken by the Board under the Plan, whether or not the power and the authority of the Committee is hereinafter fully set forth. The members of the Committee may be appointed from time to time by the Board and serve at the pleasure of the Board. The Board, if each member is a disinterested director, or the Committee, as applicable, will hereinafter be referred to as the "Administrator." (c) For the purposes of this Section 2, a "disinterested person" is a person who, on a given date, is disinterested within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 3. Stock. The stock (the "Stock") which is the subject of the Plan will be the shares of common stock of the Company, $.01 par value per share, whether authorized and unissued or treasury stock. The total number of shares of Stock which may be issued under the Plan will not exceed, in the aggregate, 250,000, subject to adjustment in accordance with the provisions of Section 7 hereof. 28 4. Award of Stock. (a) All employees of the Company, including, but not limited to, corporate officers, presidents of operations and division presidents (each an "Employee" and collectively, "Employees"), are eligible to receive Stock in accordance with the terms hereof. (b) Up to 25%, which amount may be subject to change from time to time by the Administrator, of the annual incentive compensation (i.e., all amounts other than Base Salary (as defined herein)) payable to an Employee pursuant to any incentive compensation plans or the incentive compensation provisions of any employment or compensation agreement may be payable in shares of Stock under the Plan. (c) (i) Up to 50%, which amount may be subject to change from time to time by the Administrator, of the annual amount of Stock awarded to an Employee pursuant to Section 4(b) hereof may, at the sole discretion of the Administrator, vest not later than two years after the end of the incentive compensation year applicable to such award of Stock and, unless otherwise specified by the Administrator, shall not vest and will expire in the event the Employee is not employed by the Company on or prior to the date on which the Stock vests with the Employee due to (A) voluntary termination by the Employee or (B) termination by the Company for Cause (as defined herein). Notwithstanding the foregoing, stock awarded to an Employee which remains subject to a vesting period hereunder will immediately vest upon the retirement of such Employee after attaining the age of 65. (ii) For purposes of the Plan, a voluntary termination by an Employee will not be deemed to occur in the event such Employee is Constructively Terminated (as defined herein). (iii) In the event an Employee dies while in the employ of the Company, all Stock awarded to such Employee which remains subject to a vesting period hereunder will immediately vest and be delivered to such Employee's estate as soon as practicable after such Employee's death. (iv) For purposes of the Plan: (A) "Cause" shall mean (1) an Employee's continuing willful failure to perform his duties with respect to the Company (other than as a result of total or partial incapacity due to physical or mental illness), (2) gross negligence or malfeasance by an Employee in the performance of his duties with respect to the Company, (3) an act or acts on an Employee's part constituting a felony under the laws of the United States or any state thereof which results or was intended to result directly or indirectly in gain or personal enrichment by such Employee at the expense of the Company or (4) any other circumstances set forth in an employment agreement between the Company and such Employee which would constitute grounds for the Company to terminate the employment of such Employee for cause (as defined in the applicable employment agreement). 29 (B) "Constructively Terminated" shall mean (1) a reduction in an amount equal to or greater than 15 percent of an Employee's Base Salary (as defined herein), (2) a material reduction in an Employee's job function, duties or responsibilities or (3) a required relocation of an Employee of more than 50 miles from such Employee's current job location; provided, however, that the employment with the Company or its divisions or subsidiaries of a President of Operations will not be deemed to be Constructively Terminated in the event he or she is required to be a Division Chairman or Division President with the Company or its divisions or subsidiaries and has job functions, duties or responsibilities of a Division Chairman or Division President and/or is required to relocate in connection with such change in position; provided, further, that the employment with the Company or its divisions or subsidiaries of a Division Chairman or Division President will not be deemed to be Constructively Terminated in the event he or she is required to be a Division Chairman or Division President of a division other than the division he or she is currently employed by and has job functions, duties or responsibilities of a Division Chairman or Division President and/or is required to relocate in connection with such change in position; provided, further, that the employment of an Employee will not be deemed Constructively Terminated unless such Employee actually terminates his or her employment with the Company within 60 days after the occurrence of an event specified in clause (1), (2) or (3) above. (C) "Base Salary" shall mean an amount equal to an Employee's maximum annual base salary in effect at any time after the effective date of the Plan, excluding any incentive compensation or bonus payable or paid to an Employee. (d) (i) All Stock awarded to Employees hereunder but not subject to vesting pursuant to Section 4(c) hereof shall be delivered to such Employees within 30 days after the determination of the price of the Stock pursuant to Section 5 hereof. (ii) Subject to Section 4(c) hereof, all Stock awarded to Employees hereunder which is subject to a vesting period hereunder shall be delivered to such Employees within 31 days after the expiration of such vesting period. (e) In the event the Company is subject to an extraordinary corporate transaction, including, without limitation, a merger, consolidation or tender offer, the Administrator shall have the right, in its sole discretion, to accelerate the vesting period of any or all Stock subject to vesting hereunder. 5. Price and Valuation. (a) The Stock will be issued to Employees in consideration of services rendered to the Company by such Employees as reflected in any incentive compensation plans or the incentive compensation provisions of any employment or compensation agreement. 30 (b) For purposes of determining the number of shares of Stock to be issued to an Employee hereunder in lieu of cash compensation, the Administrator shall divide the amount of cash that would otherwise be distributed to such Employee by: (i) with respect to the incentive compensation plans of the Company or incentive agreements which are based on the financial results of the Company's fiscal year, the average closing price of the Stock on the New York Stock Exchange (the "NYSE") for the 10 consecutive trading days immediately following the date on which the Company releases such financial results for such fiscal year; or (ii) with respect to any other incentive compensation plans of the Company or incentive agreements, the average closing price of the Stock on the NYSE for the later to occur of the (A) last 10 trading days of the month immediately following the conclusion of the specified period for such incentive compensation program and (B) 10 consecutive trading days immediately following the date on which the Company releases its financial results for its most recent fiscal year. (c) The closing price of the Stock, as of any particular day, will be as reported in The Wall Street Journal; provided, however, that if the Stock is not listed on the NYSE on any applicable day, the closing price for such day will be not less than the fair market value of the Stock on such day, as determined by the Administrator based on such empirical evidence as it deems to be necessary under the circumstances. 6. Term and Effective Date. The Plan will become effective upon (i) approval by the Board, and (ii) solely with respect to Employees subject to Section 16 of the Exchange Act, approval by the affirmative vote of a majority of the shares of voting capital stock of the Company present or represented and entitled to vote at the 1994 annual meeting of the Company's stockholders. When so approved, the Plan shall be deemed to have been in effect as of January 1, 1994 and shall terminate on December 31, 1998. 7. Stock Adjustments. (a) The total amount of Stock reserved and issuable under the Plan and Stock awarded but not yet vested will be appropriately adjusted for any increase or decrease in the number of outstanding shares of Stock resulting from payment of a stock dividend on the Stock, a subdivision or combination of the Stock, a reclassification of the Stock, consolidation or a merger in which the Company will be the surviving corporation. 31 (b) After any merger of one or more corporations into the Company in which the Company will not be the surviving corporation, or after any consolidation of the Company and one or more other corporations, each Employee who is entitled to Stock hereunder will be entitled to receive, in lieu of the number of shares of Stock as to which such Employee was previously entitled, the number and class of shares of stock or other securities or other consideration to which such Employee would have been entitled pursuant to the terms of the applicable agreement of merger or consolidation if at the time of such merger or consolidation such Employee had been a holder of record of a number of shares of Stock equal to the number of shares for which such Employee was then entitled to receive subject to vesting. Comparable rights will accrue to each Employee in the event of successive mergers or consolidations of the character described above. (c) The adjustments described in this Section 7 and the manner of application of the foregoing provisions will be determined by the Administrator in its sole discretion. Any such adjustment may provide for the elimination of fractional shares. 8. Transferability. An Employee who acquires Stock hereunder will only transfer such Stock in compliance with applicable federal and state securities laws. Employees who are affiliates of the Company may generally dispose of their shares in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended. Employees may not transfe r or assign any interest in any Stock awarded hereunder until such Stock is vested with such Employee other than by will or the laws of descent and distribution. 9. Rights as a Stockholder. Any Employee entitled to receive Stock hereunder will have no rights as a stockholder with respect to any share of Stock until such Employee has become the holder of record of such share of Stock upon vesting, and, except for stock dividends as provided in Section 7 hereof, no adjustment will be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such Stock for which the record date is prior to the date on which such Employee will become the holder of record thereof. 10. Investment Purpose. At the time of issuance of any Stock, the Company may, if it will deem it necessary or desirable for any reason, require an Employee to represent in writing to the Company that (a) it is such Employee's then intention to acquire the Stock for investment purposes and not with a view to the distribution thereof and/or (b) upon acquisition of the Stock, the Employee will not beneficially own in excess of 4.9 percent of the value of the equity securities (as defined in Rule 3a11-1 under the Exchange Act) of the Company; provided that for purposes of this 32 Section 10(b), all outstanding options and convertible securities to acquire Stock shall be deemed to be exercised or converted; provided, further, that this Section 10(b) shall be inoperative after June 21, 1995. 11. Right to Terminate Employment. Nothing contained herein will restrict the right of the Company to terminate the employment of any Employee at any time. 12. Finality of Determinations. Each determination, interpretation, or other action made or taken pursuant to the provisions of the Plan by the Administrator will be final and be binding and conclusive for all purposes. 13. Subsidiary and Parent Corporations. Unless the context requires otherwise, references under the Plan to the Company will be deemed to include any subsidiary corporations and parent corporations of the Company, as those terms are defined in Section 425 of the Internal Revenue Code, as amended. 14. Governing Law. The Plan will be governed by the laws of the State of Delaware. 15. Amendment and Termination. The Administrator may at any time terminate, amend or modify the Plan in any respect it deems suitable; provided, however, that, solely with respect to persons subject to Section 16 of the Exchange Act, no such action of the Administrator, without the approval of the stockholders of the Company, may (i) materially increase the benefits accruing to employees eligible to receive Stock under the Plan, (ii) materially increase the total amount of Stock which may be awarded under the Plan or (iii) materially modify the requirements for participation in the Plan; provided, further, that no amendment, modification or termination of the Plan may in any manner affect (A) any Stock (whether vested or not) theretofore awarded under the Plan without the consent of the Employee to whom Stock has been awarded or (B) modify the award of Stock to the Employee designated by the Administrator. 16. Override. (a) With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Administrator. 33 (b) All transactions pursuant to terms of the Plan, including, without limitation, awards and vesting of Stock, shall only be effective at such time as counsel to the Company shall have determined that such transaction will not violate federal or state securities or other laws. The Administrator may, in its sole discretion, defer the effectiveness of such transaction to pursue whatever actions may be required to ensure compliance with such federal or state securities or other laws. EX-4.3 4 STOCK BONUS PLAN FOR DIVISION PRES. & PRES OF OPS 34 EXHIBIT 4.3 U.S. HOME CORPORATION Stock Bonus Plan Pursuant to the 1993-94 Division Presidents and Presidents of Operations Incentive Compensation Programs 1. Purpose. The purpose of the U.S. Home Corporation Stock Bonus Plan pursuant to the 1993-94 Division Presidents and Presidents of Operations Incentive Compensation Programs (the "Plan") is to increase the ownership stake of division presidents and presidents of operations of U.S. Home Corporation and its subsidiaries or divisions (the "Company") by paying a percentage of such employees' incentive compensation for the incentive year March 1, 1993 to February 28, 1994 (the "Incentive Year") in shares of Stock (as defined herein) in lieu of cash as provided in the Division Presidents Incentive Compensation Program and the Presidents of Operations Incentive Compensation Program adopted for the Incentive Year (collectively, the "Programs"). 2. Administration. (a) The board of directors of the Company (the "Board") will (i) administer the Plan, (ii) establish, subject to the provisions of the Plan, such rules and regulations as it may deem appropriate for the proper administration of the Plan and (iii) make such determinations under, and such interpretations of, and take such steps in connection with, the Plan or the Stock issued thereunder as it may deem necessary or advisable. (b) The Board may from time to time appoint a Committee (the "Committee"), which shall initially be the Compensation and Stock Option Committee of the Board, and may delegate to the Committee full power and authority to take any and all action required or permitted to be taken by the Board under the Plan, whether or not the power and the authority of the Committee is hereinafter fully set forth. The members of the Committee may be appointed from time to time by the Board and serve at the pleasure of the Board. The Board or the Committee, as applicable, will hereinafter be referred to as the "Administrator." 3. Stock. The stock (the "Stock") which is the subject of the Plan will be the shares of common stock of the Company, $.01 par value per share, whether authorized and unissued or treasury stock. The total number of shares of Stock which may be issued under the Plan will not exceed, in the aggregate, 30,000. 35 4. Award of Stock. (a) All division presidents and presidents of operations of the Company (each an "Employee" and collectively, "Employees"), are eligible to receive Stock in accordance with the terms of the Programs and their respective compensation arrangements. (b) One-third of the incentive compensation earned by an Employee for the Incentive Year pursuant to either of the Programs shall be payable in shares of Stock under the Plan. (c) All Stock awarded to Employees hereunder shall be delivered to such Employees within 30 days after the determination of the price of the Stock pursuant to Section 5 hereof. 5. Price and Valuation. (a) The Stock will be issued to Employees in consideration of services rendered to the Company by such Employees as reflected in the Programs. (b) For purposes of determining the number of shares of Stock to be issued to an Employee hereunder in lieu of cash compensation, the Administrator shall divide the amount of cash that would otherwise be distributed to such Employee by the average closing price of the Stock on the New York Stock Exchange (the "NYSE") for the 30 consecutive trading days ending March 31, 1994. (c) The closing price of the Stock, as of any particular day, will be as reported in The Wall Street Journal; provided, however, that if the Stock is not listed on the NYSE on any applicable day, the closing price for such day will be not less than the fair market value of the Stock on such day, as determined by the Administrator based on such empirical evidence as it deems to be necessary under the circumstances. 6. Term and Effective Date. The Plan will become effective upon approval by the Board and shall terminate immediately upon distribution of all of the Stock pursuant to the Programs. 7. Transferability. An Employee who acquires Stock hereunder will only transfer such Stock in compliance with applicable federal and state securities laws. Employees who are affiliates of the Company may generally dispose of their shares in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended. 8. Rights as a Stockholder. Any Employee entitled to receive Stock hereunder will have no rights as a stockholder with respect to any share of Stock until such Employee has become the holder of record of such share of Stock and no adjustment will be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights in respect of such Stock for which the record date is prior to the date on which such Employee will become the holder of record thereof. 36 9. Investment Purpose. At the time of issuance of any Stock, the Company may, if it will deem it necessary or desirable for any reason, require an Employee to represent in writing to the Company that (a) it is such Employee's then intention to acquire the Stock for investment purposes and not with a view to the distribution thereof and/or (b) upon acquisition of the Stock, the Employee will not beneficially own in excess of 4.9 percent of the value of the equity securities (as defined in Rule 3a11-1 under the Securities Exchange Act of 1934, as amended) (the "Exchange Act") of the Company; provided that for purposes of this Section 9(b), all outstanding options and convertible securities to acquire Stock shall be deemed to be exercised or converted; provided, further, that this Section 9(b) shall be inoperative after June 21, 1995. 10. Right to Terminate Employment. Nothing contained herein will restrict the right of the Company to terminate the employment of any Employee at any time. 11. Finality of Determinations. Each determination, interpretation, or other action made or taken pursuant to the provisions of the Plan by the Administrator will be final and be binding and conclusive for all purposes. 12. Subsidiary and Parent Corporations. Unless the context requires otherwise, references under the Plan to the Company will be deemed to include any subsidiary corporations and parent corporations of the Company, as those terms are defined in Section 425 of the Internal Revenue Code of 1986, as amended. 13. Governing Law. The Plan will be governed by the laws of the State of Delaware. 14. Amendment and Termination. The Administrator may at any time terminate, amend or modify the Plan in any respect it deems suitable. 15. Override. (a) With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Administrator. (b) All transactions pursuant to terms of the Plan, including, without limitation, awards and vesting of Stock, shall only be effective at such time as counsel to the Company shall have determined that such transaction will not violate federal or state securities or other laws. The Administrator may, in its sole discretion, defer the effectiveness of such transaction to pursue whatever actions may be required to ensure compliance with such federal or state securities or other laws. EX-5.1 5 ATTORNEY 37 EXHIBIT 5.1 April 6, 1994 (212) 836-8000 U.S. Home Corporation 1800 West Loop South Houston, Texas 77027 Ladies and Gentlemen: We have acted as counsel to U.S. Home Corporation, a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement"), filed pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the proposed offering by the Company of up to an aggregate of 380,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), pursuant to its (i) Non-employee Directors' Stock Option Plan, (ii) Employee Stock Payment Plan and (iii) Stock Bonus Plan pursuant to the 1993-1994 Division Presidents and Presidents of Operations Incentive Compensation Programs (collectively, the "Plans"). In that connection, we have reviewed the Company's Second Restated Certificate of Incorporation, its Amended and Restated By-Laws, resolutions of its Board of Directors and other such documents and records as we have deemed appropriate. On the basis of such review and having regard to legal considerations which we deem to be relevant, it is our opinion that the Common Stock to be issued by the Company pursuant to the Plans, upon issuance in accordance with the terms of the Plans, will be duly and validly authorized and issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/Kaye, Scholer, Fierman, Hays & Handler Kaye, Scholer, Fierman, Hays & Handler EX-23.1 6 CONSENT LETTER FROM AUDITORS 38 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated February 9, 1994 included in U.S. Home Corporation's Form 10-K for the year ended December 31, 1993 and to all references to our Firm included in this Registration Statement. We are aware that U.S. Home Corporation has incorporated by reference in this Registration Statement its Form 10-Q for the quarters ended March 31, 1993 and June 30, 1993, which include our reports dated April 29, 1993 and July 23, 1993, respectively, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, those reports are not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ARTHUR ANDERSEN & CO. ARTHUR ANDERSEN & CO. Houston, Texas April 6, 1994 -----END PRIVACY-ENHANCED MESSAGE-----