EMPLOYEE STOCK OPTION PLAN

 CROSSMANN  COMMUNITIES,  INC.
                     EMPLOYEE STOCK OPTION PLAN

       (as amended to reflect increase of shares available thereunder)

     Crossmann  Communities,  Inc.  (the  "Company")  sets forth the following
terms  of  this  Crossmann  Communities,  Inc.  Employee  Stock  Option  Plan
(hereinafter  referred  to  as  the  "Plan"):

1.            PURPOSE.  The Plan is intended to advance the interests of the
Company  by  providing  key  employees  of  the  Company or of any "subsidiary
corporation"  of  the  Company,  as  defined in Section 424(f) of the Internal
Revenue  Code  of  1986,  as  amended  from  time to time (the "Code"), or the
corresponding  provisions  of  any  subsequently enacted tax statutes, with an
opportunity  to  acquire  or  increase  a proprietary interest in the Company,
which  thereby  will  create a stronger incentive to expend maximum effort for
the growth and success of the Company and its subsidiaries, and will encourage
such  individuals  to remain in the employ or service of the Company or of one
or more of its subsidiaries.  The Company and all such subsidiary corporations
are  hereinafter collectively referenced from time to time as the "Employer." 
Each stock option granted under the Plan is intended to be an "incentive stock
option," as defined in Code Section 422 or the corresponding provisions of any
subsequently  enacted  tax  statutes, and any provision of the Plan which does
not  comply  with  the  requirements of Code Section 422 shall be inoperative;
provided,  however,  than  an  option is not intended to be an incentive stock
option to the extent that (i) any such option would exceed the limitations set
forth  in  Section 5, and (ii) any such option is specifically designated as
not  being  an  incentive  stock  option.

2.                    ADMINISTRATION.

a.            COMMITTEE.  The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (hereinafter referred to as
the  "Committee").

b.             POWER AND AUTHORITY.  The Committee shall have the full power
and  authority  to  take  all  actions and make all determinations required or
provided for under the Plan, any option agreement, or any option granted under
the  Plan;  to  interpret  and construe the provisions of the Plan, any option
agreement,  or  any  option  granted  under  the Plan, which interpretation or
construction  shall  be  final,  conclusive,  and  binding on the Company, the
Employer, and the optionee; and to take any and all other actions and make any
and  all  other  determinations  not  inconsistent with the specific terms and
provisions  of  the Plan which the Committee deems necessary or appropriate in
the  administration  of  the  Plan.    The  Committee  may  from  time to time
prescribe,  amend,  and  rescind rules and regulations applicable to the Plan.

c.            ACTIONS AND DETERMINATIONS.  The Committee may take action and
make  determinations in the manner prescribed by the Board of Directors of the
Company,  provided  such  action is permitted by the Articles of Incorporation
and  Bylaws  of the Company, the Indiana Business Corporation Law, as amended,
and all other applicable laws.  A majority of the Committee shall constitute a
quorum  for  purposes  of  any  action or determination by the Committee.  All
actions  and  determinations  of the Committee shall be made by an affirmative
vote  by  not  less  than  a  majority  of  its  members.

d.             NO LIABILITY.  No member of the Committee shall be liable for
any  action  or  determination made by the Committee or by such member in good
faith.

3.                    ELIGIBILITY

a.           KEY EMPLOYEES.  Only those persons who are key employees of the
Employer  shall  be  eligible to participate in the Plan.  The Committee shall
determine  from  time to time the particular employees of the Employer who are
"key  employees"  of  the Employer and who shall be eligible to participate in
the  Plan,  and  the  terms  and  extent  of  their participation in the Plan.

b.           10% SHAREHOLDERS.  No option shall be granted under the Plan to
any key employee of the Employer who, at the time such option is granted, owns
shares  possessing  more  than  10%  of the total combined voting power of all
classes  of  shares of the Company or of any parent corporation of the Company
(as  defined  in Code Section 424(e)) or subsidiary corporation of the Company
(such  employee being hereinafter referred to as "10% Shareholder"), except as
expressly  provided  below.  In determining whether the percentage limitations
of  this Section 3(b) are met, an employee shall be considered as owning any
shares owned, directly or indirectly, by or for his or her brothers or sisters
(whether  by  the whole or half blood), spouse, ancestors, lineal descendants,
or  by  reason  of  any  other  relationships  as contemplated by Code Section
422(b)(6).    For  purposes  of this Section 3(b), shares owned, directly or
indirectly,  by  or  for a corporation, partnership, estate, or trust shall be
considered  as  being  owned  proportionately  by  or  for  its  shareholders,
partners, or beneficiaries.  The percentage limitations of this Section 3(b)
shall  not  apply,  however,  if at the time such option is granted the option
price  is  at least 110% of the fair market value of the shares subject to the
option and such option by its terms is not exercisable after the expiration of
five  years  from  the  date  such  option  is  granted.

4.           SHARES.  The shares subject to the options and other provisions
of  the  Plan  shall  be  shares  of the Company's authorized but unissued, or
reacquired,  Common  Shares (the "Common Shares").  The total number of Common
Shares  with  respect  to which options may be granted shall not exceed in the
aggregate  600,000 Common Shares, except as such number of Common Shares shall
be adjusted in accordance with the provisions set forth in Section 6(g).  In
the  event  any  outstanding option under the Plan expires or is terminated in
whole  or  in  part for any reason prior to the end of the period during which
options  may  be  granted,  the  Common  Shares allocable to the unexercisable
portion  of  such  option  may again be subject to an option granted under the
Plan.    During  the  period  that  any  options  granted  under  the Plan are
outstanding,  the  Company  shall  reserve  and  keep available such number of
Common  Shares  as  will be sufficient to satisfy all outstanding, unexercised
options.

5.            MAXIMUM EXERCISE.  The aggregate fair market value (determined
at  the time the option is granted) of the Common Shares with respect to which
incentive  stock  options  are  exercisable  for the first time by an employee
during  any  calendar year (under all such plans of the Company and its parent
and  subsidiary  corporations within the meaning of Code Section 422(d)) shall
not  exceed $100,000.  In the event the fair market value of the Common Shares
subject to such options exceeds $100,000, the options in excess of such amount
shall  be  deemed  to  be nonstatutory stock options, and the character of all
relevant  options  shall  be  determined by taking options into account in the
order  in  which  they  were  granted.

6.                TERMS AND CONDITIONS OF OPTIONS.  Subject to the terms and
conditions  set  forth  in  the  Plan,  the Committee may grant options to any
eligible  individuals  upon  such  terms and conditions as the Committee shall
determine.    The  date on which the Committee approves the grant of an option
shall be considered the date on which such option is granted.  Options granted
pursuant  to  the  Plan  shall  be evidenced by option agreements in such form
consistent  with the Plan as the Committee shall prescribe from time to time. 
Option  agreements  covering  options granted from time to time or at the same
time need not contain similar provisions so long as all such option agreements
are  consistent with the Plan.  Such option agreements shall state whether the
options  issued  thereunder are incentive stock options or non-statutory stock
options,  and  shall  comply  with  and  be subject to the following terms and
conditions:

a.                    MEDIUM  AND  TIME  OF  PAYMENT

i.                    In General.  An option may be exercised by delivery of
payment  of  the  purchase  price  of  the  Common Shares subject to an option
accompanied by a properly executed written notice of exercise and subscription
agreement in such form as prescribed by the Committee.  The notice of exercise
shall  specify the number of Common Shares with respect to which the option is
being  exercised.    The  Committee  may  prescribe  in the option agreement a
minimum  number  of  Common  Shares  with  respect  to  which an option may be
exercised,  in  whole  or  in part.  Except as provided in Section 6(a)(ii),
payment  in  full  of  the  purchase  price of the Common Shares for which the
option  is  being  exercised  shall  be  made  either  (i)  in cash or in cash
equivalents;  (ii)  through  the tender to the Company of Common Shares or the
withholding  of Common Shares subject to the option, which Common Shares shall
be  valued, for purposes of determining the extent to which the purchase price
has  been  paid,  at  their  fair  market  value  on  the  date of exercise as
determined  under  Section  6(c);  or  (iii) by a combination of the methods
prescribed  in  (i) and (ii); provided, however, that the Committee may in its
discretion  impose  and  set  forth  in  the option agreement pertaining to an
option  such  limitations  or  prohibitions  on  the  use  of Common Shares to
exercise  options  as it deems appropriate.  Any attempt to exercise an option
granted under the Plan other than as set forth in this Section 6(a) shall be
invalid  and  of  no  force  and  effect.

ii.                 Use of Brokers.  The Committee may provide, by inclusion
of  appropriate  language  in an option agreement, that payment in full of the
purchase  price  need  not  accompany  the  written  notice  of  exercise  and
subscription  agreement  provided  the  notice  of  exercise  and subscription
agreement  directs that the certificate or certificates for such Common Shares
for which the option is exercised be delivered to a licensed broker acceptable
to  the  Company as the agent for the individual exercising the option and, at
the time such certificate or certificates are delivered, the broker tenders to
the  Company  cash  or cash equivalents acceptable to the Company equal to the
purchase  price  for  such Common Shares purchased pursuant to the exercise of
the  option  plus  the  amount  (if  any) of federal and other taxes which the
Company may, in its sole judgment, be required to withhold with respect to the
exercise  of  the  option.

iii.               Issuance of Certificates.  Promptly after the exercise of
an  option  and the payment in full of the purchase price of the Common Shares
subject  to the option, the individual exercising the option shall be entitled
to  the issuance of a certificate or certificates evidencing ownership of such
Common  Shares.    The  Company may issue separate certificates for any Common
Shares  purchased  pursuant to the exercise of an option which is an incentive
stock  option  and  for Common Shares purchased pursuant to the exercise of an
option  which  is  not  an  incentive  stock  option.

b.             NUMBER OF SHARES.  The option agreement shall state the total
number  of  Common  Shares  which  may  be  purchased  pursuant  to the option
agreement.

c.            OPTION PRICE.  The purchase price of each Common Share subject
to an option shall be fixed by the Committee at an amount per Common Share not
less  than  the fair market value per Common Share on the date of grant of the
option.   In the case of options granted to an employee of the Employer who is
a  10%  Shareholder,  the  purchase  price  of each Common Share subject to an
option  shall  be  an  amount  per Common Share not less than 110% of the fair
market  value  per  Common Share on the date of grant of the option.  The fair
market  value of the Common Shares subject to an option shall be determined by
the  Committee  in  good  faith  in  accordance  with  such  procedures as the
Committee  shall  prescribe  from  time to time.  The Committee shall consider
those  factors  which  the  Committee  reasonably  believes  to be relevant in
determining  the fair market value of the Common Shares.  The option agreement
shall  state  the  purchase  price of the Common Shares subject to the option.

d.                TERM OF OPTIONS.  Each option granted under the Plan shall
expire  within  the  period prescribed in the option agreement relating to the
option,  which  shall  not be more than five years from the date the option is
granted  if the optionee is a 10% Shareholder and not more than ten years from
the  date the option is granted if the optionee is not a 10% Shareholder.  The
option  agreement  shall  state  the  date  of  the  grant  of  the  option.

e.          TIME OF EXERCISE.  The Committee may, in its discretion, provide
in  an  option  agreement  that  an  option  granted under the Plan may not be
exercised  in  whole or in part until the expiration of such period or periods
of time as may be specified by the Committee; provided, however, that any such
limitation  on  the exercise of an option contained in an option agreement may
be rescinded, modified, or waived by the Committee, in its sole discretion, at
any time and from time to time after the date of grant of such option so as to
accelerate  the  time  in  which  the  option  may  be  exercised.   Except as
specifically  restricted  by  the  provisions of this Section 6(e) or by the
Committee  in  administering the Plan, any option may be exercised in whole or
in  part  at  any time and from time to time during the period commencing with
the date of grant and ending upon the expiration or termination of the option.
 Notwithstanding  the  preceding sentence, any person subject to Section 16 of
the  Securities  Act  of  1934, as amended, who is granted an option shall not
exercise  the  option  in  whole  or  in  part  within  the  six  month period
immediately  following  the date of grant unless the person agrees to hold the
securities  acquired upon exercise until at least six months have elapsed from
the  date  of  grant.

f.                    TERMINATION  OF  EMPLOYMENT

i.               In General.  Without limiting the applicability of Section
6(h),  in the event an optionee shall cease to be employed by the Employer, a
parent  corporation  of the Employer, or a corporation or a parent corporation
or  a subsidiary corporation of such corporation issuing or assuming an option
in a transaction to which Code Section 424(a) applies, all options outstanding
in the hands of the optionee shall terminate immediately as to any unexercised
portion  thereof;  provided,  however,  that the Committee, in its discretion,
subject  to  the provisions of Section 6(d) and Section 6(e), may permit a
terminated  optionee  to  exercise any unexercised options, at any time within
three  months  after  the  effective  date  of the cessation of the optionee's
employment with respect to the Common Shares for which such options could have
been  exercised  (i)  on the effective date of the cessation of employment, or
(ii)  during  the  three  month period following such effective date; provided
further,  that  if  any  cessation of employment is due to retirement with the
consent  of the Employer or permanent and total disability (as defined in Code
Section  22(e)(3)),  the  optionee  shall  have  the  right,  subject  to  the
provisions  of  Section 6(d) and Section 6(e), to exercise the option with
respect  to  the  Common  Shares for which it could have been exercised on the
effective  date  of  cessation  of employment, at any time within three months
after  such  cessation of employment due to retirement with the consent of the
Employer  or  at  any  time  within  twelve  months  after  such  cessation of
employment  due  to  permanent  and  total  disability.

ii.                Death.  In the event of the death of an employee while in
the  employ  of  the  Employer  or  within the period following termination of
employment  during  which  the  option remains exercisable under this Section
6(f), the employee's personal representative shall have the right, subject to
the  provisions  of  Section 6(d) and Section 6(e), to exercise the option
with  respect  to  the Common Shares for which it could have been exercised on
the  date  of  death, at any time within twelve months from the date of death.

iii.                    Determinations.  For purposes of the Plan, whether a
cessation  of  employment is to be considered a retirement with the consent of
the  Employer  or  due  to  permanent  and  total  disability,  and whether an
authorized leave of absence or absence on military or government service shall
be  deemed  to constitute termination of employment shall be determined by the
Committee,  which  determination shall be final, conclusive, and binding.  For
purposes  of  the  Plan,  a  termination  of  employment with the Company or a
subsidiary  corporation  shall  not  be  deemed  to  occur  if the optionee is
immediately  thereafter  employed  with  the  Company  or  any  subsidiary
corporation.

g.            RECAPITALIZATION.  The aggregate number of Common Shares as to
which  options  may  be  granted  under  the Plan, the number of Common Shares
covered  by  each  outstanding  option,  and  the  price per Common Share with
respect  to  each  such  option, all shall be proportionately adjusted for any
increase  or  decrease  in the number of issued Common Shares resulting from a
subdivision  or  consolidation  of shares or any other capital adjustment, the
payment  of  a  share  dividend,  or  other increase or decrease in the Common
Shares effected without receipt of consideration by the Company.  In the event
that,  prior  to  the  delivery  by the Company of the Common Shares remaining
under  any  outstanding  option  under  the  Plan,  there  shall  be a capital
reorganization  or reclassification of the capital of the Company resulting in
a  substitution  of  other  shares  for  the  Common  Shares,  there  shall be
substituted  the  number  of substitute shares which would have been issued in
exchange  for the Common Shares then remaining under the option if such Common
Shares  had  been  then  issued  and  outstanding.

h.                    CHANGE  OF  CONTROL,  DISSOLUTION,  AND  LIQUIDATION.

i.                  Change of Control.  For purposes of the Plan, "change of
control  event"  shall  be  deemed  to  have  occurred  if:

(A)                           The Company shall become a party to an agreement
of  merger,  consolidation,  or  other  reorganization  pursuant  to which the
Company  will  be  a  constituent  corporation and the Company will not be the
surviving  or  resulting corporation, or which will result in less than 50% of
the  outstanding  voting securities of the surviving or resulting entity being
owned  by  the  former  shareholders  of  the  Company;

(B)                           The Company shall become a party to an agreement
providing  for  the  sale  by  the  Company of all or substantially all of the
Company's  assets  to any individual, partnership, joint venture, association,
trust,  corporation,  or  other  entity ("Person") which is not a wholly-owned
subsidiary  of  the  Company;

(C)                         The Company determines in its sole discretion that
any  Person  has  become  or  is  anticipated  to become the beneficial owner,
directly  or indirectly, of securities of the Company representing 50% or more
of the combined voting power of the Company's then outstanding securities, the
effect  of  which  (as determined by the Company in its sole discretion) is to
take  over  control  of  the  Company;  or

(D)                           The Company determines that during any period of
two  consecutive  years,  individuals  who,  at  the beginning of such period,
constituted  the  Board of Directors of the Company, cease, for any reason, to
constitute  at least a majority thereof, unless the election or nomination for
election for each new director was approved by the vote of at least two-thirds
of  the  directors then still in office who were directors at the beginning of
the  period.

ii.                Effect of a Change of Control Event.  Upon the occurrence
of a change of control event, the Company shall provide written notice thereof
(the  "Notice") to the optionees.  All unvested options shall vest immediately
upon  delivery  of  the  Notice  to the optionees.  The Company shall have the
right,  but not the obligation, to terminate all outstanding options as of the
30th  day  immediately  following  the  date  of  the sending of the Notice by
including  a  statement  to  such  effect in the Notice.  Upon delivery of the
Notice  and  regardless  of  whether  the  Company  elects  to  terminate  the
outstanding  options,  and  subject  to Section 6(d) and Section 6(e), the
optionees shall have the right to immediately exercise all outstanding options
in  full  during  the  30-day  period  notwithstanding  the  other  terms  and
conditions  otherwise  set  forth  in  the  Plan  or  in any option agreement.

iii.                  Dissolution and Liquidation.  In the event the Company
adopts all necessary resolutions approving a plan to dissolve or liquidate the
Company,  the  Company  shall provide written notice thereof (the "Notice") to
the  optionees.   All unvested options shall vest immediately upon delivery of
the  Notice  to  the  optionees.   Upon delivery of the Notice, and subject to
Section  6(d)  and  Section  6(e),  the  optionees shall have the right to
immediately  exercise all outstanding options in full during the 30-day period
immediately  following  the  date of the sending of the Notice notwithstanding
the  other  terms  and  conditions  otherwise  set forth in the Plan or in any
option  agreement.    All  unexercised  options outstanding as of the 30th day
immediately  following  the date of the sending of the Notice shall terminate.

i.            ASSIGNABILITY.  No option shall be assignable or transferable,
except  to  the extent provided in Section 6(f) in the event of the death of
an  optionee.    During  the  lifetime  of  an  optionee,  the option shall be
exercisable  only  by  the optionee to whom the option was granted (or, in the
event  of the legal incapacity or incompetency of the optionee, the optionee's
legal  guardian  or  legal  representative  on  behalf  of  the  optionee).

j.                    ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES LAWS

        i. Conformity With Law.  The Company shall not be required to
sell  or  issue  any Common Shares in connection with any option granted under
the  Plan  and  may  postpone  the  issuance  and  delivery  of  certificates
representing  Common  Shares  until (a) the admission of such Common Shares to
listing  on  any  stock  exchange on which Common Shares of the Company of the
same  class  are  then  listed  and (b) the completion of such registration or
other  qualification  of  such  Common  Shares under any state or federal law,
rule,  or  regulation  as  the  Company  shall  determine  to  be necessary or
advisable,  which  registration  or  other qualification the Company shall use
reasonable  efforts to complete.  Any person purchasing Common Shares pursuant
to  the  Plan  may  be  required to make such representations and furnish such
information  as may, in the opinion of counsel for the Company, be appropriate
to permit the Company to determine the necessity of registration of the Common
Shares  under the Securities Act of 1933, as amended from time to time, or any
similar  state  statute.

        ii.  Compliance with Rule 16b-3.  The Plan is intended to
qualify  for  the  exemption from the short-swing profits liability imposed by
Section  16(b) under the Securities Exchange Act of 1934, as amended from time
to  time,  provided by Rule 16b-3.  To the extent any provision of the Plan or
action  by  the Committee does not comply with the requirements of Rule 16b-3,
it  shall  be  deemed  inoperative  to  the extent permitted by law and deemed
advisable  by  the Committee.  In the event Rule 16b-3 is revised or replaced,
the  Committee  may  exercise its discretion to modify the Plan in any respect
necessary  to  satisfy  the  requirements  of  the  revised  exemption  or its
replacement provided such modification is made in accordance with Section 8.

k.           RIGHTS AS A SHAREHOLDER.  An optionee shall have no rights as a
shareholder  with respect to Common Shares covered by an option until the date
of  issuance  of  a certificate or certificates to the optionee and only after
the purchase price of such Common Shares is fully paid.  No adjustment will be
made  for  dividends or other rights for which the record date is prior to the
date  such  certificate  or  certificates  are  issued.

l.           OTHER PROVISIONS.  The option agreements entered into under the
Plan  shall  contain  such  other  provisions  as  the  Committee  shall  deem
advisable,  provided  that such provisions are not inconsistent with the terms
of  the  Plan  and  Code  Section  422.

7.          TERM OF PLAN.  The Plan is effective on September 1, 1993, which
is  the  date  of the approval of the Plan by the unanimous written consent of
the  holders  of the issued and outstanding Common Shares of the Company.  The
Plan  shall terminate on August 31, 2002, or on such earlier date as the Board
of  Directors  may  determine.    No  option  may  be  granted  under the Plan
thereafter.

8.            AMENDMENT OF THE PLAN.  The Board of Directors of the Company,
except  any  members  participating in the Plan, may from time to time, alter,
amend,  suspend,  or discontinue the Plan with respect to any Common Shares as
to  which  options have not been granted; provided, however, that the Board of
Directors  may  not,  without further approval by the holders of a majority of
the issued and outstanding Common Shares of the Company voting in person or by
proxy  at  a  duly  held  shareholders'  meeting:

     (a)      increase the maximum number of shares as to which options may be
granted  under  the  Plan  (other  than  as  provided  in  Section  6(g));

     (b)     change the class of shares for which options may be granted under
the  Plan;

     (c)         change the designation of the employees or class of employees
eligible  to  receive  options  under  the  Plan;

     (d)         change the provisions of Section 6(c) concerning the option
price;

     (e)          increase  the  maximum  period  during  which options may be
exercised;

     (f)          extend  the  term  of  the  Plan;  or

     (g)          permit  the granting of options to members of the Committee.

9.          APPLICATION OF FUNDS.  The proceeds received by the Company from
the  sale  of Common Shares pursuant to options granted under the Plan will be
used  for  general  corporate  purposes.

10.             NO OBLIGATION TO EXERCISE OPTION.  The granting of an option
under  the  Plan  shall impose no obligation upon the optionee to exercise any
such  option.

11.           NO OBLIGATION TO CONTINUE EMPLOYMENT.  Neither the adoption of
the  Plan  nor  the  granting  of  an  option  under the Plan shall impose any
obligation on the Employer to provide any specified amount of compensation to,
or  to  continue  the  employment  of,  any  optionee.

12.                APPLICABILITY OF AMENDMENTS.  Without the express written
consent  of  the  Company  and  the  optionee,  no  amendment,  suspension, or
termination of the Plan shall alter, impair, or otherwise affect any rights or
obligations  of  the  Company  or  an  optionee  with  respect  to  any option
previously  granted  to  such  optionee.

13.               WITHHOLDINGS.  The Company shall have the right to require
optionees  or  their  agents  to  remit  to  the Company amounts sufficient to
satisfy  any  federal,  state  or  local  income,  employment,  or  other  tax
withholding  requirements  (or  make  other  arrangements  satisfactory to the
Company  with  regard  to  such  taxes)  at  such  times  as the Company deems
necessary  or  appropriate  for  compliance  with  such  laws.

 

Basic Info X:

Name: EMPLOYEE STOCK OPTION PLAN
Type: Stock Option Plan
Date: Aug. 14, 1996
Company: CROSSMANN COMMUNITIES INC
State: Indiana

Other info:

Date:

  • September 1 , 1993
  • August 31 , 2002

Organization:

  • Crossmann Communities , Inc.
  • Compensation Committee of the Board of Directors
  • Company of Common Shares
  • Change of Control Event
  • Board of Directors of the Company

Location:

  • Indiana

Money:

  • $ 100,000

Percent:

  • 110 %
  • 50 %