SEVERANCE PAY PLAN

 

                                                                   EXHIBIT 10.14

                             U.S. HOME CORPORATION

                                 KEY EMPLOYEES'
                               SEVERANCE PAY PLAN

1.   PURPOSE

     U.S. Home Corporation (the "COMPANY") Key Employees' Severance Pay Plan
     (the "PLAN") is intended to encourage continuity of employment by key
     employees by providing them with an incentive to remain in the employ of
     the Company or its subsidiaries despite a potential for a change of
     control of the Company.

2.   ELIGIBILITY

     The corporate officers, other than the Chairman and Co-Chief Executive
     Officer and President, Co-Chief Executive Officer and Chief Operating
     Officer, and the presidents of operations of the Company shall be eligible
     for, and shall participate in, benefits provided under the Plan (each an
     "ELIGIBLE EMPLOYEE"). Such individuals as of the Effective Date (as
     defined below) are set forth on Schedule A attached hereto.

3.   BENEFITS

     An Eligible Employee whose employment with the Company or a subsidiary of
     the Company is terminated by the Company other than for Cause (as defined
     below) or whose employment is Constructively Terminated (as defined below)
     within two (2) years after the occurrence of a Change of Control (as
     defined below) shall be entitled to (A) receive an amount equal to the
     greater of (x) twelve (12) months of such Eligible Employee's Base Salary
     (as defined below) or (y) one (1) month of such Eligible Employee's Base
     Salary (as defined below) for each full year during which such Eligible
     Employee was employed by the Company or its subsidiaries, and (B) continue
     to participate in each of the Company's employee benefit plans, policies
     or arrangements, which provide insurance, including, without limitation,
     life insurance and long-term disability insurance, and medical benefits
     (the "COMPANY INSURANCE PLANS"), on the same basis as the Company's other
     executive officers for one year after the date of termination of
     employment (the "TERMINATION BENEFITS").

4.   PAYMENT OF BENEFITS

     The Termination Benefits payable pursuant to Section 3(A) hereunder shall
     be paid to an Eligible Employee in a single lump sum in cash as soon as
     practicable (but in no event later than thirty (30) days) after such
     Eligible Employee's employment is terminated pursuant to Section 3
     hereunder. If continued coverage under any of the Company Insurance Plans
     is not possible under the terms of any insurance policy or applicable law
     following the date of termination of employment, the Company shall provide
     the Eligible Employee with coverage equivalent to that provided to the
     Company's other executive officers under a policy or arrangement
     reasonably acceptable to the Eligible Employee. If an Eligible Employee
     dies after becoming entitled to the Termination Benefits payable pursuant
     to Section 3(A) hereunder but before payment thereof is made to such
     Eligible Employee, such Termination Benefits shall be paid to the Eligible
     Employee's estate in a single lump sum in cash as soon as practicable
     after such Eligible Employee's death. If an Eligible Employee dies within
     one year after becoming entitled to the Termination Benefits pursuant to
     Section 3(B) hereunder, such Termination Benefits shall continue to be
     provided for one year after the date of termination of the Eligible
     Employee to the Eligible Employee's spouse and dependents on the same
     basis as provided to the Company's other executive officers. The Company
     may deduct from any Termination Benefit any federal, state or local taxes
     required by law to be withheld.

5.   DEFINITIONS

     (a)  "BASE SALARY" shall mean an amount equal to an Eligible Employee's
          maximum annual base salary in effect at any time after the Effective
          Date (as defined below), excluding any discretionary compensation or
          bonus payable or paid to an Eligible Employee.

     (b)  "CHANGE OF CONTROL" shall mean any of the following: (i) a report on
          Schedule 13D is filed with the Securities and Exchange Commission
          pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
          amended (the "EXCHANGE ACT"), disclosing that any person or group of
          persons (within the meaning of Section 13(d) of the Exchange Act),
          other than the Company (or one of its subsidiaries) or any employee
          benefit plan sponsored by the Company (or one of its subsidiaries),
          is the beneficial 

          owner (as such term is defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of fifty percent (50%) or more of the
          combined voting power of the then outstanding equity of the Company
          (as determined under paragraph (d) of Rule 13d-3 under the Exchange
          Act, in the case of rights to acquire the common stock, $.01 par
          value per share (the "COMMON STOCK"), of the Company); (ii) any
          transaction or a series of related transactions (as a result of a
          tender offer, merger, consolidation or otherwise whether or not the
          Company is the continuing or surviving entity) that results in, or
          that is in connection with, any person or group of persons (within
          the meaning of Section 13(d) of the Exchange Act), other than the
          Company (or one of its subsidiaries) or any employee benefit plan
          sponsored by the Company (or one of its subsidiaries), acquiring
          beneficial ownership (as such term is defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of fifty percent (50%) or more
          of the combined voting power of the then outstanding equity of the
          Company (as determined under paragraph (d) of Rule 13d-3 under the
          Exchange Act, in the case of rights to acquire the Common Stock) or
          of any person or group of persons (within the meaning of Section
          13(d) of the Exchange Act) that possesses beneficial ownership (as
          such term is defined in Rule 13d-3 under the Exchange Act), directly
          or indirectly, of fifty percent (50%) or more of the combined voting
          power of the then outstanding equity of the Company; (iii) the sale,
          lease, exchange or other transfer of all or substantially all of the
          assets of the Company to any person or group of persons (within the
          meaning of Section 13(d) of the Exchange Act) in one transaction or a
          series of related transactions; provided, that a transaction where
          the holders of all classes of the then outstanding equity of the
          Company immediately prior to such transaction own, directly or
          indirectly, fifty percent (50%) or more of the aggregate voting power
          of all classes of equity of such person or group immediately after
          such transaction will not be a Change of Control under this clause
          (iii); (iv) the liquidation or dissolution of the Company; provided,
          that a liquidation or dissolution of the Company which is part of a
          transaction or series of related transactions that does not
          constitute a Change of Control under the "provided" clause of clause
          (iii) above will not constitute a Change of Control under this clause
          (iv); 

          or (v) a change in a majority of the members of the Board of
          Directors of the Company within a 12-month period, unless the
          election or nomination for election by the Company's stockholders of
          each new director during such 12-month period was approved by the
          vote of two-thirds of the directors then still in office who were
          directors at the beginning of such 12-month period.

     (c)  "CONSTRUCTIVELY TERMINATED" shall mean (i) a reduction in an amount
          equal to or greater than fifteen percent (15%) of an Eligible
          Employee's Base Salary, (ii) a material reduction in an Eligible
          Employee's job function, duties or responsibilities or (iii) a
          required relocation of an Eligible Employee of more than fifty (50)
          miles from such Eligible Employee's current job location; provided,
          however, that the employment with the Company or its subsidiaries of
          a President of Operations who is an Eligible Employee 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 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 of an Eligible Employee will
          not be deemed Constructively Terminated unless such Eligible Employee
          actually terminates his or her employment with the Company within
          sixty (60) days after the occurrence of an event specified in clause
          (i), (ii) or (iii) above.

     (d)  "CAUSE" shall mean (i) an Eligible Employee's continuing willful
          failure to perform his or her duties (other than as a result of total
          or partial incapacity due to physical or mental illness), (ii) gross
          negligence or malfeasance by an Eligible Employee in the performance
          of his or her duties, (iii) an act or acts on the part of an Eligible
          Employee constituting a felony under the laws of the United States of
          America, or any state thereof that results or was intended to result
          directly or indirectly in gain or personal enrichment by such
          Eligible Employee at the expense of the Company or its subsidiaries
          or (iv) breach of any of the provisions set forth on Schedule B
          attached hereto pertaining to confidentiality and competitive
          activities.

6.   MISCELLANEOUS

     (a)  The Plan shall be effective as of December 6, 1996 (the "EFFECTIVE
          DATE").

     (b)  The Company reserves the right to modify or amend, in whole or in
          part, the Plan; provided, however, that no such modification or
          amendment shall be made within two (2) years following the occurrence
          of a Change of Control.

     (c)  The compensation committee of the Board of Directors of the Company
          (the "COMPENSATION COMMITTEE") shall respond to claims for benefits
          under the Plan within thirty (30) days of their receipt and, if a
          claim is wholly or partially denied, the Compensation Committee shall
          provide the Eligible Employee with a written explanation of the
          denial which shall state the specific reason or reasons the claim was
          denied; the exact references to the Plan provisions that dealt with
          the claim; a description of any additional material or information
          necessary for him or her to revise and perfect the claim; an
          explanation as to why such material or information is necessary; and
          an explanation of the Plan's claims procedure. Within forty-five (45)
          days after an Eligible Employee receives a denial of his or her
          claim, such Eligible Employee may appeal his or her claim denial to
          the Compensation Committee. The Eligible Employee or such Eligible
          Employee's authorized representative may make a written request for a
          review of the denial and to review applicable documents and may
          submit comments and issues in writing. The Compensation Committee
          shall decide an appeal within fifteen (15) days after receiving the
          request for review. The Compensation Committee's decision on the
          review shall be in writing, and shall include specific reasons for
          the decision and references to the Plan provision upon which it was
          based.

     (d)  The Company shall reimburse an Eligible Employee (or such Eligible
          Employee's estate, as applicable) for any and all costs (including,
          but not limited to, legal fees) incurred by such Eligible Employee
          (or such Eligible Employee's estate, as applicable) in successfully
          appealing (whether pursuant to paragraph 6(c) above, in a court of
          competent jurisdiction or otherwise) a claim for benefits under the
          Plan which was denied. Such Eligible Employee's benefits under the
          Plan shall be paid to him or her (or to his or her estate, as
          applicable) as soon as practicable (but not later than ten (10) days)
          after such successful appeal, together with interest on such amount
          from his or her date of termination of employment to the date of
          payment at 

          the average prime or base lending rate of interest published or
          publicly announced by the financial institution then providing
          financing to the Company under the Company's credit facility (whether
          or not such rate is actually charged by such financial institution)
          in effect on such termination date.

     (e)  The establishment of the Plan shall not be construed as conferring
          any legal rights upon any Eligible Employee or other person for a
          continuation of employment, nor will it interfere with the rights of
          the Company or any of its subsidiaries to discharge any Eligible
          Employee and to treat such Eligible Employee without regard to the
          effect which such treatment might have upon such Eligible Employee as
          an Eligible Employee under the Plan.

     (f)  In the event that the Company finds that an Eligible Employee is
          unable to care for his or her affairs because of illness or accident,
          the Compensation Committee may direct that any payment due such
          Eligible Employee, unless claim has been made therefor by a duly
          appointed legal representative, be paid to such Eligible Employee's
          spouse, child, parent or other blood relative, or to a person with
          whom such Eligible Employee resides, and any such payment so made
          will be a complete discharge of the liabilities under the Plan
          therefor.

     (g)  The Plan shall be construed, regulated and administered under the
          internal laws of the State of Delaware without regard to principles
          of conflicts of laws.

     (h)  The Company shall request and use its best efforts to require any
          successor (whether direct or indirect, by purchase, merger,
          consolidation or otherwise) to all or substantially all of the
          business and/or assets of the Company or any of its subsidiaries
          expressly to assume and agree to perform the obligations under the
          Plan in the same manner and to the same extent that the Company would
          be required to perform such obligations if no such succession had
          taken place.

                                                                     SCHEDULE A

                             U.S. HOME CORPORATION

                                 KEY EMPLOYEES

Name Title ---- ----- Corporate Officers: Gary L. Frueh Vice President - Tax and Audit Craig M. Johnson Senior Vice President - Community Development Thomas A. Napoli Vice President - Finance and Chief Financial Officer Chester P. Sadowski Vice President - Controller and Chief Accounting Officer Richard G. Slaughter Vice President - Planning and Secretary Kelly F. Somoza Vice President Presidents of Operations: Sam B. Crimaldi President of Operations, U.S. Home South Florida James R. Petty President of Operations and Chief Executive Officer, U.S. Home Mortgage Corporation Christopher B. Rediger President of Operations, U.S. Home Mountain Michael T. Richardson President of Operations, U.S. Home South Philip J. Walsh, III President of Operations, U.S. Home North and California
All capitalized terms used but not defined herein have the meaning ascribed thereto in the U.S. Home Corporation Key Employees' Severance Plan. SCHEDULE B All capitalized terms used but not defined herein have the meaning ascribed thereto in the U.S. Home Corporation Key Employees' Severance Plan. A. CONFIDENTIALITY. The Eligible Employee has and will acquire confidential information with respect to the business of the Company and its subsidiaries. The Eligible Employee will not, without the written consent of the Company as authorized by the Board of Directors of the Company, at any time, willfully disclose any such confidential information to any unauthorized third party with an intent that such disclosure will result in financial benefit to the Eligible Employee or to any person other than the Company and its subsidiaries. For this purpose, information will be considered confidential only if such information is uniquely proprietary to the Company or any of its subsidiaries and has not been made publicly available prior to its disclosure by the Eligible Employee. B. COMPETITIVE ACTIVITY. Until the end of his or her employment, the Eligible Employee will devote full business time to the business of the Company or its subsidiaries and will not, without the written consent of the Board of Directors of the Company, directly or indirectly, knowingly engage or be interested in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise), with or without compensation, any business which is in competition with any line of business being actively conducted by the Company or its subsidiaries during his or her employment period. Nothing herein, however, will prohibit the Eligible Employee from acquiring or holding not more than one percent (1%) of any class of publicly-traded securities of any such business.

Basic Info X:

Name: SEVERANCE PAY PLAN
Type: Severance Pay Plan
Date: Feb. 21, 1997
Company: U S HOME CORP /DE/
State: Delaware

Other info:

Date:

  • December 6 , 1996

Organization:

  • Company Insurance Plans
  • Securities and Exchange Commission
  • Board of Directors of the Company
  • Eligible Employee 's Base Salary
  • Change of Control
  • the State of Delaware
  • Community Development Thomas A. Napoli
  • U.S. Home South Florida James R. Petty President of Operations
  • III President of Operations
  • U.S. Home North

Location:

  • United States of America
  • California
  • U.S.

Money:

  • $ .01

Person:

  • Gary L. Frueh
  • Craig M. Johnson
  • Chester P. Sadowski
  • Richard G. Slaughter
  • Kelly F. Somoza
  • Sam B. Crimaldi
  • Christopher B. Rediger
  • Michael T. Richardson
  • Philip J. Walsh

Percent:

  • fifty percent
  • 50 %
  • fifteen percent 15 %
  • one percent 1 %