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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
<TABLE>
<CAPTION>
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
__________ __________ _________ _________ ____________
<S> <C> <C> <C> <C>
Common Stock, 380,000 $20.125(1) $7,647,500(1) $2,637.09(1)
par value shares
$.01 per share
</TABLE>
(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.
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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
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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
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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.
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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.
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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.
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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
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<PAGE> 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
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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.
<PAGE> 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.
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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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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).
<PAGE> 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
<PAGE> 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.
<PAGE> 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.
<PAGE> 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.
<PAGE> 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: ___________________
___________________
<PAGE> 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: ________________________
_________________________________
<PAGE> 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.
<PAGE> 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
<PAGE> 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.
<PAGE> 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.
<PAGE>
<PAGE> 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).
<PAGE>
<PAGE> 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.
<PAGE>
<PAGE> 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.
<PAGE>
<PAGE> 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
<PAGE>
<PAGE> 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.
<PAGE>
<PAGE> 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. <PAGE>
<PAGE> 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.
<PAGE>
<PAGE> 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.
<PAGE>
<PAGE> 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.
<PAGE> 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
<PAGE> 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
