EXHIBIT 10.2
AMERICAN HOMESTAR CORPORATION
2001 MANAGEMENT INCENTIVE PROGRAM
SECTION 1. PURPOSE AND DEFINITIONS.
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(a) The purpose of the 2001 Management Incentive Program (the "Plan")
of American Homestar Corporation, a Texas corporation (the "Company"), is to
provide an incentive for Eligible Employees (as defined below) to remain with
long tenure and maximize values to the shareholders of the Company through the
issuance of nonqualified stock options ("Options") to acquire shares of Series M
Common Stock, $.01 par value, of the Company ("Series M Common Stock"). The Plan
provides Eligible Employees the opportunity to purchase shares of Series M
Common Stock pursuant to Options which are not intended to qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and which are intended to be nonqualified stock
options subject to the provisions of Section 83 of the Code. All Options issued
pursuant to the Plan shall vest and be exercisable pursuant to the terms of an
option agreement (an "Option Agreement") between the Company and the Optionee,
the form of which is attached hereto as Exhibit A.
(b) The term "Board" shall mean the Board of Directors of the Company.
(c) The term "Change of Control" shall mean the occurrence of either of
the following:
(i) any person (as such term is defined in Section 3(a)(9) of
the Securities Exchange Act of 1934) or group (as such term is defined
in Section 13(d)(3) of the Securities Exchange Act of 1934) other than
a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock or the Company is or
becomes the beneficial owner (as such phrase is defined in Rule l3d-5
under the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of
the combined voting power of the Company's then-outstanding voting
securities;
(ii) the shareholders of the Company approve a merger or
consolidation of the Company, with any other corporation, other than a
merger or consolidation that would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least fifty percent
(50%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation; or
(iii) or the stockholders of the Company approve an agreement for
the sale or disposition by the Company (or its consolidated
subsidiaries) of all or substantially all of the Company's assets on a
consolidated basis or the Board of Directors (or the
Board of Directors of a consolidated subsidiary) approves such an
agreement for which shareholder approval is not required.
However, in no event shall a "Change of Control" be deemed to have occurred
with respect to an Optionee, if the Optionee is part of a purchasing group that
consummates the Change of Control transaction. An Optionee shall be deemed "part
of a purchasing group" for purposes of the preceding sentence if the Optionee is
an equity participant in the purchasing company or group (except for (i) passive
ownership of less than three percent (3%) of the stock of the purchasing
company, or (ii) ownership of equity participation in the purchasing company or
group that is otherwise not significant, as determined prior to the Change of
Control by a majority of the nonemployee continuing Directors).
(d) If the Series M Common Stock issuable upon exercise of the Options
shall be changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares provided for
above), then the Option shall be adjusted such that the Option shall be
exercisable for the shares that the Optionee would otherwise have been entitled
to receive had he exercised the Option immediately before such change.
(e) The term "Eligible Employees" shall mean Finis F. Teeter and such
other employees and officers of the Company as the Board, in its sole discretion
shall designate from time to time.
(f) The term "Optionee" shall mean an Eligible Employee who has been
granted an Option pursuant to Section 5 of the Plan."
(g) The term "Fair Market Value" of a share of the Series M Common
Stock shall be equal to the fair market value of a share of the Series C Common
Stock of the Company ("Series C Common Stock") as of the date of such event
giving rise to such valuation; provided, however, that as of the Effective Date
of the Company's Third Amended Plan of Reorganization, the term "Fair Market
Value" shall mean the initial fair market value of a share of Series M Common
Stock as determined by the valuation firm selected by the Board and paid by the
Company. In the absence of a public market for the Series C Common Stock or an
agreement on the fair market value of a share of the Series C Common Stock, the
Fair Market Value shall be determined by the Board in a commercially reasonable
manner or if there is no consensus of the Board, by a professional valuation
firm.
SECTION 2. AMOUNT OF STOCK.
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(a) The Company shall make available 4,999,900 shares of Series M
Common Stock for the grant of Options under the Plan (subject to adjustment
pursuant to certain changes in the Company's capitalization or pursuant to
subparagraph (b) of this Section 2). If an Option expires or terminates for any
reason without having been fully exercised, or if Series M Common Stock is
forfeited or not issued, the unissued or forfeited Series M Common Stock which
had been subject to the Option shall automatically become available for the
grant of additional Options.
(b) If the Company shall (x) declare a dividend or make a distribution
on its Series C Common Stock in shares of its Series C Common Stock, (y)
subdivide or reclassify the outstanding shares of Series C Common Stock into a
greater number of shares of Series C Common Stock or (z) combine or reclassify
the outstanding shares of Series C Common Stock into a smaller number of shares
of Series C Common Stock, then the number of shares of Series M Common Stock
subject to the Plan and any Option issued thereunder shall be adjusted by
multiplying the number of shares by a fraction (i) the numerator of which shall
be the total number of issued and outstanding shares of Series C Common Stock
immediately after such dividend, distribution, subdivision, combination or
reclassification and (ii) the denominator of which shall be the total number of
issued and outstanding shares of Series C Common Stock immediately before such
dividend, distribution, subdivision, combination or reclassification. Successive
adjustments shall be made whenever any event specified above shall occur.
(c) If the Company at any time or from time to time makes any
distribution payable in securities of the Company other than in shares of Series
C Common Stock and other than as otherwise adjusted hereunder, then and in each
such event provision shall be made so that the Optionees shall receive upon
exercise of their Options, in addition to the number of shares of Series M
Common Stock receivable thereupon, the amount of securities of the Company that
they would have received had their Option been exercised as to such shares on
the date of such distribution.
(d) If the Series M Common Stock issuable upon exercise of the Options
shall be changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares provided for
above), then the Option shall be adjusted such that the Option shall be
exercisable for the shares that the Optionee would otherwise have been entitled
to receive had he exercised the Option immediately before such change.
(e) If the Company at any time or from time to time after the date
hereof shall issue Additional Shares of Series C Common Stock without
consideration or for a consideration per share less than the fair market value
in effect immediately before such issue or sale, then, and in each such case,
the exercise price in effect immediately before such issue or sale shall be
reduced, concurrently with such issue or sale, to a price determined by
multiplying such exercise price by a fraction,
(i) the numerator of which shall be (A) the number of shares of
Series C Common Stock outstanding immediately before such issue or sale,
plus the number of shares of Series C Common Stock issuable upon conversion
of any Convertible Securities or the exercise of any Series C Options
outstanding immediately before such issue or sale, plus (B) the number of
shares of Series C Common Stock that the aggregate consideration received
by the Company for the total number of such Additional Shares of Series C
Common Stock so issued or sold would purchase at the fair market value of
the Series C Common Stock immediately before such issue or sale; and
(ii) the denominator of which shall be the number of shares of Series
C Common Stock outstanding immediately after such issue or sale, plus the
number of shares of Series C Common Stock issuable upon conversion of any
Convertible Securities or upon the exercise of any Series C Options
outstanding immediately before such issue or sale;
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provided, however, that treasury shares shall be deemed not to be outstanding.
(f) For the purpose of this Plan, the following terms shall have the
following respective meaning:
"Additional Shares of Series C Common Stock" shall mean all shares
(including treasury shares) of Series C Common Stock issued or sold by the
Company after the date hereof whether or not subsequently reacquired or retired
by the Company, other than any Excluded Stock.
"Convertible Securities" shall mean any evidences of indebtedness, shares
of stock (other than Series C Common Stock) or other securities that according
to its terms entitles the holder thereof, directly or indirectly, to convert
into or exchange for Series C Common Stock.
"Series C Options" shall mean any rights, options or warrants to subscribe
for, purchase or otherwise acquire either Series C Common Stock or Convertible
Securities.
"Excluded Stock" shall mean (i) shares of capital stock of the Company
issued or issuable in connection with an acquisition of a business by the
Company, whether by merger, the purchase of stock (or partnership or limited
liability company interests) or the purchase of assets, as a result of which (A)
in the case of a merger or the purchase of stock (or partnership or limited
liability company interests), the Company owns in excess of 50% of the voting
power of such business and (B) in the case of the purchase of assets, the
Company purchases more than 50% of the total assets of such business, (ii) any
shares of capital stock of the Company issued or issuable to employees,
officers, consultants or directors of the Company pursuant to any approval of
the Board of Directors of the Company or pursuant to any employee, officer,
consultant or director benefit plan, including any stock option plan or
restricted stock plan, approved by the Board of Directors of the Company, and
(iii) any shares of capital stock of the Company issued or issuable to (A)
banks, savings and loan associations, equipment lessors or similar lending
institutions in connection with such entities providing credit facilities,
equipment financing or similar transactions to the Company or (B) any party to
any technology transfer agreement, distribution agreement, manufacturing
agreement, marketing agreement or any other agreement similar thereto, with the
Company, if and only if such facility, agreement, transaction or arrangement
included in this clause (iii) and the issuance of shares in connection therewith
is approved by the Board of Directors of the Company.
(g) No adjustment shall be required in the event of a public offering
of Series C Common Stock of the Company in which the Optionees can purchase such
shares on the public market. In the event of a private offering of Series C
Common Stock issued for fair market value, there shall be no adjustment but
simultaneously with the issuance of Series C Common Stock pursuant to such
private offering, all Optionees and holders of Series M Common Stock shall be
offered a number of shares of Series M Common Stock equal to one-half (1/2) of
the number of shares of Series C Common Stock being issued. Such offer shall be
pro rata to all Optionees and holders of Series M Common Stock on the same price
and terms as the private offering of Series C Common Stock and the number of
shares of Series M Common Stock issued pursuant to such offer shall not exceed
one-half (1/2) of the number of shares of Series C Common Stock being issued
pursuant to the private offering.
SECTION 3. ADMINISTRATION OF THE PLAN.
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(a) The Plan shall be administered by the Board. The Board may
delegate responsibility for administration of the Plan to a Committee appointed
by and serving at the pleasure of the Board, under such terms and conditions as
the Board shall determine. If the Board shall delegate responsibility for
administration of the Plan to a Committee pursuant to this section, any
reference to the Board in the Plan (other than such reference in Section 8)
shall be construed as a reference to the Committee.
(b) The Board shall determine which Eligible Employees shall be granted
options under the Plan, the timing of such grants, the terms thereof (including
vesting schedules or any other restrictions on the Series M Common Stock), and
the number of shares to be covered by each Option so granted; provided, however,
that Finis F. Teeter shall receive an Option to purchase 2,999,900 shares of
Series M Common Stock. The Board's determinations under the Plan (including
without limitation determinations of the persons to receive awards, the form,
amount and timing of such awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.
(c) The Board may amend the terms of any outstanding Option granted
under this Plan, but any amendment which would adversely affect the Optionee's
rights under an outstanding Option shall not be made without the Optionee's
written consent. The Board may, with the Optionee's written consent, cancel any
outstanding Option or accept any outstanding Option in exchange for a new
Option.
(d) The Board shall have the sole authority, in its absolute
discretion, to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan, to construe and
interpret the Plan, the rules and the regulations, and the instruments
evidencing Options or Series M Common Stock granted under the Plan and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations, and interpretations of the Board shall
be binding on all participants. No member of the Board shall be liable for any
action taken or decision made in good faith relating to the Plan or any award
thereunder.
SECTION 4. OPTION PRICE. The exercise price of each Option shall be the Fair
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Market Value of the Series M Common Stock subject to such Option on the date the
Option is granted. The exercise price of an Option shall be subject to
adjustment to the extent provided in Section 2(e) above.
SECTION 5. TERMS AND CONDITIONS OF OPTIONS.
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(a) Each Option granted pursuant to the Plan will be evidenced by a
written Option Agreement in a form substantially similar to the agreement set
forth in Exhibit A hereto, executed by the Company and the Optionee.
(b) The Board shall determine the term of each Option granted under the
Plan; provided, however, that the term of any option shall not exceed ten years.
(c) Each Option shall vest and become exercisable as provided in the
Option Agreement applicable to the Option, subject to the provisions of the
Plan.
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(d) The Option Agreement may contain such other terms, provisions, and
conditions consistent with this Plan as may be determined by the Board.
SECTION 6. PERFORMANCE TARGETS. The Board or the Committee shall establish
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reasonable performance targets. Such performance targets may be, but shall not
be required to be, expressed as percentages of key financial performance goals.
Options shall vest and become exercisable on the achievement of such performance
targets as provided in each Option Agreement.
SECTION 7. MAXIMUM OPTION GRANTS. Any provision of this Plan to the
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contrary notwithstanding, from and after such time as the Company registers a
class of equity securities under Section 12 of the Securities Exchange Act of
1934, the maximum number of shares of Series M Common Stock for which Options
may be granted under the Plan to any one Employee during a calendar year is
2,999,900.
SECTION 8. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Board may
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at any time suspend, terminate, amend or modify the Plan, in whole or in part;
provided, however, that no amendment or modification of the Plan shall become
effective without the approval of such amendment or modification by the
shareholders of the Company if such amendment or modification (i) increases the
maximum number of shares subject to the Plan, (ii) changes the designation or
class of persons eligible to receive Options under the Plan, or (iii) counsel
for the Company determines that such approval is otherwise required by or
necessary to comply with applicable law. Upon termination of the Plan, the
terms and provisions of the Plan shall, notwithstanding such termination,
continue to apply to Options granted prior to such termination. No suspension,
termination, amendment or modification of the Plan shall adversely affect in any
material way any Option previously granted under the Plan, without the consent
of the Optionee holding such Option.
The Board may amend the terms of any outstanding Option granted pursuant to
this Plan, but any amendment that would adversely affect the Optionee's right
under an outstanding Option shall not be made without the written consent of the
Optionee. The Board may, with an Optionee's written consent, cancel any
outstanding Option or accept any outstanding Option in exchange for a new
Option.
SECTION 9. ASSIGNABILITY. Each Option granted pursuant to this Plan shall,
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during Optionee's lifetime, be exercisable only by the Optionee, and neither the
Option nor any right hereunder shall be transferable by Optionee other than by
will or the laws of descent and distribution; provided, however, the Option may
be assigned to a family partnership, limited liability company or other similar
entity 100% owned and controlled by the Optionee and members of his family
(within the meaning of Code section 267(c)(4)) and such entity may exercise the
Option on the same terms, but subject to the same limitations, as are set forth
herein; provided further that, in the event of such assignment, the term
"Optionee" used hereunder shall continue to refer to the individual who assigned
the Option with respect to provisions relating to the employment of the Optionee
with the Company. Notwithstanding the foregoing, nothing in this Plan shall
impair the ability of the Optionee to choose a beneficiary for the Option in the
event of the Optionee's death. If no beneficiary is designated, the beneficiary
shall be the Optionee's estate.
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SECTION 10. PAYMENT UPON EXERCISE OF OPTIONS. No shares shall be delivered
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pursuant to any exercise of an Option until payment in full of the option price
for them is received by the Company. Payment of the option price may be in the
form of (a) a cashier's check payable to the order of the Company, (b) shares of
common stock of the Company, provided that it in order to comply with Section 16
of the Securities Exchange Act of 1934 as amended (to the extent it is
applicable), the Optionee must tender shares that have been owned by Optionee
free of restrictions, other than securities law restrictions, for at least six
months, or (c) any other form of payment that is acceptable to the Board. No
Optionee, or the legal representative, legatee, or distributes of an Optionee,
shall be deemed to be a holder of any shares subject to any Option unless and
until the certificate or certificates for them have been issued.
SECTION 11. RESTRICTIONS ON TRANSFER OF SHARES. The Series M Common Stock
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acquired pursuant to the Plan shall be subject to such restrictions and
agreements regarding sale, assignment, encumbrances, or other transfer as are in
effect among the stockholders of the Company at the time such Series M Common
Stock is acquired, as well as to such other restrictions as shall be required by
law.
SECTION 12. CHANGE OF CONTROL. If Optionee is employed by the Company on the
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date of a Change of Control, the Option shall become exercisable in full for a
period of sixty (60) days commencing upon a Change of Control of the Company
which occurs prior to the earlier of (a) the fifth anniversary of the date of
grant of the option or (b) the expiration of the Option. If not exercised
within the sixty (60) day period, the Option shall expire after a Change of
Control. If Optionee is terminated in connection with a Change of Control, the
terms of the Option Agreement shall control.
SECTION 13. CHANGE IN EMPLOYMENT STATUS. In the event that the employment of
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an Optionee shall be terminated for any reason, the terms of the Option
Agreement shall govern the terms under which any portion of the Option may be
exercised (to the extent that the Optionee shall have been entitled to do so at
the termination of his employment), subject to the provisions of Section 14
hereof. So long as the Optionee shall continue to be an employee of the
Company, the Option shall not be affected by any change in the duties or
position of the Optionee. Nothing in the Plan or in any Option Agreement shall
confer upon any employee any right to continue in the employ of the Company, or
interfere in any way with the right of the Company to terminate his employment
at any time.
SECTION 14. RIGHT TO REPURCHASE SHARES OR OPTIONS.
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(a) Upon the termination of employment of an Optionee, the Company
shall have the right, but not the obligation, to repurchase the Series M Common
Stock held by such Optionee as a result of the exercise of Options and any
vested, unexercised Options (including without limitation any Options which vest
on account of such Termination) at a price equal to the Fair Market Value of
each of the shares of Series M Common Stock or shares issuable on the exercise
of the Options (less the exercise price of any shares for which the Options have
not been exercised). If the Fair Market Value of shares issuable on the exercise
of the Options is less than the exercise price of such shares, the aggregate
price to repurchase such Options shall be One Dollar ($1.00).
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(b) The Company must exercise the right to repurchase Series M Common
Stock held by an Optionee at the date of termination within ninety (90) days
after the date of termination of employment of the Optionee. The Company must
exercise the right to repurchase Series M Common Stock not held by an Optionee
at the date of termination of employment within ninety (90) days after the
exercise of the Option that results in the issuance of such Series M Common
Stock. The exercise of the right to repurchase must be made by written notice to
the Optionee. Such written notice shall be mailed to the Optionee at his or her
last address in the employment records of the Company or by actual delivery. If
such notice has not been given within the applicable ninety (90) day period, the
right of the Company to repurchase the Series M Common Stock and Options shall
terminate and be of no further force or effect. Thereafter, at the written
request of the Optionee, the Company shall provide written confirmation of the
termination of such rights to repurchase.
(c) If the Company exercises its repurchase rights hereunder, closing
of the purchase shall take place at the Company's principal office on a date
agreed by the parties but not later than thirty (30) days after delivery of the
Company's notice of exercise, unless the Fair Market Value is to be determined
by professional valuation, in which case closing shall take place not later than
thirty (30) days after determination of the fair market value by the valuation
firm or by agreement by the parties. The purchase price shall be paid (i) at the
option of the Board either all in cash or one-half in cash and one-half by the
delivery of a promissory note of the Company bearing interest at the prime rate
in effect at the closing date and payable in equal monthly installments of
principal plus interest over a period determined by the Board, but not to exceed
thirty-six (36) months, or (ii) on such other payment terms as the Company and
the Optionee shall agree. The Optionee shall have the right to payment in all
cash if the Company cannot reasonably demonstrate its financial ability to
perform under the terms of any note it proposes to deliver in payment.
(d) Each certificate representing Series M Common Stock issued pursuant
to the exercise of an Option shall bear the following legend:
"This certificate and the shares of stock represented hereby are
subject to the terms and conditions contained in the American Homestar
Corporation 2001 Management Incentive Program (the "Plan"), which
includes a right of the issuer to repurchase such shares. Release from
such terms and conditions shall be made only in accordance with the
provisions of the Plan, a copy of each of which is on file in the
office of the Secretary of American Homestar Corporation."
SECTION 15. RESTRICTIONS ON TRANSFERABILITY. Pursuant to the Company's
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Amended and Restated Articles of Incorporation dated effective as of October 3,
2001, any shares of Series M Common Stock are subject to restriction on
transferability. Each certificate representing the shares of Series M Common
Stock issued in connection with an exercise of an Option shall bear the
following legend:
"This certificate and the shares of stock represented hereby are
subject to restrictions on transferability set forth in the Amended
and Restated Articles of Incorporation of American Homestar
Corporation, a copy of which is on file in the office of the Secretary
of American Homestar Corporation."
SECTION 16. WITHHOLDING. No Series M Common Stock shall be issued on the
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exercise of Options under the Plan until the Optionee has made arrangements
acceptable to the Board for the satisfaction
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of federal, state, and local income and wage tax withholding obligations with
respect to such issuance.
SECTION 17. USE OF PROCEEDS. Cash proceeds realized pursuant to the exercise
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of Options granted under the Plan shall constitute general funds of the Company
and may be used by the Company for any corporate purpose.
SECTION 18. GENERAL PROVISIONS
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(a) The establishment of the Plan shall not confer upon any employee or
director any legal or equitable right against the Company or the Board, except
as expressly provided in the Plan. Participation in the Plan shall not give an
employee any right to be retained in the service of the Company.
(b) The adoption of this Plan shall not be taken to impose any
limitations on the powers of the Company to issue, grant, or assume options,
otherwise than under this Plan, or to adopt other stock option or restricted
stock plans.
(c) The interests of any Optionee under the Plan are not subject to the
claims of creditors and may not, in any way, be assigned, alienated or
encumbered, except as provided in Section 8 of the Plan.
(d) The Plan shall be governed, construed and administered in
accordance with the internal laws (and not the principles relating to conflicts
of law) of the State of Texas, except as superseded by applicable federal law.
The provisions of this Plan and any related Option Agreements shall be binding
on all parties to the extent consistent therewith.
(e) The Board may require each person acquiring Series M Common Stock
pursuant to the exercise of Options hereunder to represent to and agree with the
Company in writing that such person is acquiring the Series M Common Stock
without a view to distribution thereof. The certificates for such Series M
Common Stock may include any legend which the Board deems appropriate to reflect
any restrictions on transfer. All certificates for Series M Common Stock issued
pursuant to the Plan shall be subject to such stock transfer orders and other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Series M Common Stock is then listed, and any applicable
federal or state securities laws. The Board may place a legend or legends on any
such certificates to make appropriate reference to such restrictions.
(f) If any provision of the Plan or any Option Agreement is held to be
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan or such Option Agreement, as the case may be,
but such provision shall be fully severable and the Plan or such Option
Agreement, as the case may be, shall be construed and enforced as if the illegal
or invalid provision had never been included herein or therein.
(g) No fractional shares of Series M Common Stock shall be issued or
delivered pursuant to the Plan or any Option granted hereunder, and no payment
or other adjustment shall be made in respect of any such fractional shares.
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(h) Notwithstanding anything in the Plan to the contrary: (i) the
Company may, if it shall determine it necessary or desirable for any reason, at
the time of grant of any Option or the issuance of any shares of Series M Common
Stock pursuant to any Option, require the recipient of the Option or such shares
of Series M Common Stock, as a condition to the receipt thereof, to deliver to
the Company a written representation of present intention to acquire the Option
or such shares of Series M Common Stock for his or her own account for
investment and not for distribution; and (ii) if at any time the Company
determines, in its sole discretion, that the listing, registration or
qualification (or any updating of any such document) of any Option or shares of
Series M Common Stock issuable pursuant thereto is necessary on any securities
exchange or market or under any federal or state securities or blue sky laws, or
that the consent or approval of any governmental or regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of any Option,
the issuance of shares of Series M Common Stock pursuant thereto or the removal
of any restrictions imposed on such shares, such Option shall not be awarded or
such shares of Series M Common Stock shall not be issued or such restrictions
shall not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
IN WITNESS WHEREOF, this Plan is effective as of October 3,2001.
AMERICAN HOMESTAR CORPORATION:
By: /s/ Craig A. Reynolds
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Name: Craig A. Reynolds
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Title: Executive Vice President
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and Chief Financial Officer
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