EMPLOYMENT AGREEMENT



         Except as otherwise specifically provided herein, this Employment

Agreement (this "Agreement") by and between Engle Homes, Inc., a Florida

corporation (the "Company"), and Larry Shawe (the "Executive") is made effective

for all purposes immediately prior to the consummation of the Offer (as defined

in the Agreement and Plan of Merger dated as of October 12, 2000 among Technical

Olympic USA, Inc., a Delaware corporation (the "Parent"), Helios Acquisition

Corp., a Florida corporation, and Engle Homes, Inc., a Florida corporation (the

"Merger Agreement") (the "Effective Time").



                                    RECITALS:



         The Company, its divisions, subsidiaries, and other affiliated entities

are primarily engaged in the business of developing land for, and the

construction of, detached, single-family residences (the "Business"). The

Company and the Executive previously entered into a Change in Control Severance

Agreement dated May 14, 1999 (the "Severance Agreement"), the intent and purpose

of which was to specify the terms and conditions of the Executive's employment

with the Company, and the Company and the Executive now desire to cancel and

terminate the Severance Agreement and to enter into this Agreement, all

effective as of the Effective Time.



                                    AGREEMENT



1.       Employment Period. The Company hereby agrees to continue to employ the

Executive, and the Executive hereby agrees to remain in the employ of the

Company, for the period commencing on the Effective Time and ending on December

31, 2003, unless terminated earlier in accordance with the provisions of Section

3 hereof. However, the Company and the Executive may extend the term of this

Agreement by execution of a written amendment hereto, setting forth the terms of

such extension. If the parties fail to execute such written amendment, but the

employment relationship continues after December 31, 2003, the term of this

Agreement automatically shall continue during such period of continued

employment, which shall be on a month-to-month basis. Notwithstanding the

foregoing, if a Change of Control occurs prior to the termination of this

Agreement pursuant to Section 3, the term shall not end prior to the second

anniversary of such Change of Control, unless terminated earlier in accordance

with the provisions of Section 3 herein. The term of the Executive's employment

under this Agreement is sometimes referred to as the "Employment Period".



2.       Terms of Employment



         (a) Position and Duties.



                  (i) During the Employment Period, (1) the Executive shall

serve as the Senior Vice President - Sales and Marketing of the Company, (2) the

Executive's status, and reporting requirements, authority, duties and

responsibilities shall be at least commensurate in all material respects with

the most significant of those held, exercised and assigned at any time during

the







<PAGE>   2



180-day period immediately preceding the Effective Time, and (3) the Executive's

services shall be performed at the location where the Executive was employed

immediately preceding the Effective Time or any office or location less than

sixty (60) miles from such location.



                  (ii) During the Employment Period, and excluding any periods

of vacation and sick leave to which the Executive is entitled, the Executive

agrees to devote full attention and time during normal business hours to the

business and affairs of the Company and, to the extent necessary to discharge

the responsibilities assigned to the Executive hereunder, to perform faithfully

such responsibilities in a manner consistent with prior performance. During the

Employment Period it shall not be a violation of this Agreement for the

Executive to (1) serve on corporate, civic or charitable boards or committees,

(2) deliver lectures, fulfill speaking engagements or teach at educational

institutions, and (3) manage personal investments (including without limitation

land banking for the Company and others), so long as such activities do not

significantly interfere with the performance of the Executive's responsibilities

as an Executive of the Company in accordance with this Agreement. It is

expressly understood and agreed that to the extent that any such activities have

been conducted by the Executive prior to the Effective Time, the continued

conduct of such activities (or the conduct of activities similar in nature and

scope thereto) subsequent to the Effective Time shall not thereafter be deemed

to interfere with the performance of the Executive's responsibilities to the

Company. The Company also may from time to time assign additional or other

duties to the Executive in conjunction with the restructuring of the Parent and

its subsidiaries, which additional or other duties shall be reasonably

consistent with the Executive's experience and position with the Company;

provided, however, that no such assignment shall be made without the Executive's

prior written consent. If the Executive is appointed or elected an officer or

director of any of the Company's affiliates, and the Executive consents in

writing to such appointment, the Executive will fulfill his duties as such

officer or director without additional compensation. Upon his termination of

employment with the Company, the Executive automatically shall cease to be an

employee, officer or director of any affiliate of the Company, unless the board

of directors of the Company provides otherwise.



         (b) Compensation.



                  (i) Base Salary. During the Employment Period, the Executive

shall receive a base salary ("Base Salary") at an annual rate at least equal to

the following amounts:



<TABLE>

<CAPTION>

            PERIOD                                          BASE SALARY

            ------                                          -----------

<S>                                                         <C>

Effective Time to December 31, 2000                          $270,000



January 1, 2001 to December 31, 2001                         $300,000



January 1, 2002 to December 31, 2002                         $330,000



January 1, 2003 to December 31, 2003                         $360,000



</TABLE>







                                       2

<PAGE>   3



                  The Base Salary shall be paid to the Executive at such

intervals as base salary was paid to the Executive prior to the Effective Time.



                  (ii) Annual Bonus. In addition to Base Salary, the Executive

shall be awarded, for each fiscal year during the Employment Period, an annual

cash bonus (an "Annual Bonus") determined in accordance with the formula

attached as Exhibit A hereto and made a part hereof; provided, however, that in

no event shall the Annual Bonus payable for any fiscal year during the

Employment Period be less than the highest bonus payable to the Executive from

the Company and its subsidiaries in respect of the three fiscal years

immediately preceding the fiscal year in which the Effective Time occurs.



                  (iii) Incentive, Savings and Retirement Plans. In addition to

the Base Salary and Annual Bonus payable as hereinabove provided, the Executive

shall be entitled to participate during the Employment Period in all incentive,

savings and retirement plans, practices, policies and programs applicable to

other executives of the Company and its subsidiaries, in each case comparable to

those in effect at the Effective Time or as subsequently amended. Such plans,

practices, policies and programs, in the aggregate, shall provide the Executive

with compensation, benefits and reward opportunities that in the aggregate are

substantially the same as, and equivalent in value to, the most favorable of

such compensation, benefits and reward opportunities provided by the Company for

the Executive under such plans, practices, policies and programs as in effect at

any time during the 180-day period immediately preceding the Effective Time or,

if more favorable to the Executive, as provided at any time thereafter with

respect to other executives of the Company and its subsidiaries.



                  (iv) Welfare Benefit Plans. During the Employment Period, the

Executive and/or the Executive's family, as the case may be, shall be eligible

for participation in and shall receive all benefits under welfare benefit plans,

practices, policies and programs provided by the Company and its subsidiaries

(including, without limitation, medical, prescription, dental, disability,

salary continuance, life, group life, accidental death and travel accident

insurance plans and programs), that in the aggregate are substantially the same

as, and equivalent in value to, the most favorable of such plans, practices,

policies and programs in effect at any time during the 180-day period

immediately preceding the Effective Time or, if more favorable to the Executive

and/or the Executive's family, as in effect at any time thereafter with respect

to other executives of the Company and its subsidiaries.



                  (v) Expenses. During the Employment Period, the Executive

shall be entitled to receive prompt reimbursement for all reasonable expenses

incurred by the Executive in accordance with the most favorable policies,

practices and procedures of the Company and its subsidiaries in effect at any

time during the 180-day period immediately preceding the Effective Time or, if

more favorable to the Executive, as in effect at any time thereafter with

respect to other executives of the Company and its subsidiaries.



                  (vi) Fringe Benefits. During the Employment Period, the

Executive shall be entitled to fringe benefits, in accordance with the plans,

practices, programs and policies of the Company and its subsidiaries that, in

the aggregate, are substantially the same as those in effect at any time during

the 180-day period immediately preceding the Effective Time or, if more







                                       3

<PAGE>   4



favorable to the Executive, as in effect at any time thereafter with respect to

other executives of the Company and its subsidiaries.



                  (vii) Office and Support Staff. During the Employment Period,

the Executive shall be entitled to an office or offices of a size and with

furnishings and other appointments, and to secretarial and other assistance, at

least equal to the most favorable of the foregoing provided to the Executive by

the Company and its subsidiaries at any time during the 180-day period

immediately preceding the Effective Time or, if more favorable to the Executive,

as provided at any time thereafter with respect to other executives of the

Company and its subsidiaries.



                  (viii) Vacation. During the Employment Period, the Executive

shall be entitled to paid vacation in accordance with the most favorable plans,

policies, programs and practices of the Company and its subsidiaries as in

effect at any time during the 180-day period immediately preceding the Effective

Time or, if more favorable to the Executive, as in effect at any time thereafter

with respect to other executives of the Company and its subsidiaries.



3. Termination



         (a) Death or Disability. This Agreement shall terminate automatically

upon the Executive's death. If the Company determines in good faith that the

Disability of the Executive has occurred (pursuant to the definition of

"Disability" set forth below), it may give to the Executive written notice of

its intention to terminate the Executive's employment. In such event, the

Executive's employment with the Company shall terminate effective on the 30th

day after receipt of such notice by the Executive (the "Disability Effective

Date"), provided that, within the 30 days after such receipt, the Executive

shall not have returned to full-time performance of the Executive's duties. For

purposes of this Agreement, "Disability" means a mental or physical incapacity,

illness or disability which renders the Executive unable to perform his duties

and responsibilities for the Company and which, at least 26 weeks after its

commencement, is determined to be total and permanent by a physician selected by

the Company or its insurers and acceptable to the Executive or the Executive's

legal representative (such agreement as to acceptability not to be withheld

unreasonably).



         (b) Cause. The Company may terminate the Executive's employment for

"Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of

fraud, embezzlement or misappropriation of funds, taken by the Executive and

intended to result in substantial personal enrichment of the Executive at the

expense of the Company, (ii) repeated violations by the Executive of the

Executive's obligations under Section 2(a) of this Agreement which are

demonstrably willful and deliberate on the Executive's part and which are not

remedied in a reasonable period of time after receipt of written notice from the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC