NVR, INC. 2010 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.2
NVR, INC.
2010 EQUITY INCENTIVE PLAN
2010 EQUITY INCENTIVE PLAN
NVR, Inc., a Virginia corporation (the “Company”), hereby grants an option to purchase shares of
its common stock, par value $0.01 (the “Option”) to the Grantee named below, subject to the vesting
and other conditions set forth below. Additional terms and conditions of the grant are set forth
in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2010
Equity Incentive Plan (as amended from time to time, the “Plan”).
Name of Grantee:
Number of Shares Covered by Option:
Option Price per Share: $ .
Grant Date:
Vesting Schedule:
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By your signature below, you agree to all of the terms and conditions described herein, in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this cover sheet or Agreement should appear to be inconsistent.
Grantee:
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Date: | |||
Company:
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Date: | |||
Title: |
Attachment
This is not a stock certificate or a negotiable instrument.
NVR, INC.
2010 EQUITY INCENTIVE PLAN
2010 EQUITY INCENTIVE PLAN
Option
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This Agreement evidences an award of an Option exercisable for that number of shares of Stock set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the cover sheet. This option is not intended to be an incentive option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. | |
Transfer of
Unvested Options
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During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. The Option may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment or similar process. If you attempt to do any of these things, this Option will immediately become forfeited. | |
Issuance and Vesting
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Your rights under this Option grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet. No additional shares of Stock underlying your Option will vest after your Service has terminated for any reason. | |
| In the event of a termination of your service for any reason, the Option shall become vested at the date of termination for a pro rata portion based on the number of full months of the current year that has expired prior to the termination of the previously non-vested portion of the Option which would have been vested at the end of the year in which such termination occurs. | ||
Corporate
Transaction
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Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, the Option will become 100% vested if the Option is not assumed, or equivalent restricted securities are not substituted for the Option by the Company or its successor. | |
Evidence of Issuance
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The issuance of the shares upon exercise of this Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more share certificates. | |
Forfeiture of
Unvested Options
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Unless the termination of your Service triggers other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate, as applicable, and you, you will automatically forfeit to the Company all of the unvested Option in the event you are no longer providing Service for any reason. | |
| Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire |
| earlier if your Service terminates, as described below. | ||
Expiration of
Vested Options
After Service
Terminates
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If your Service terminates for any reason, other than death or Disability, then the vested portion of your Option will expire at the close of business at Company headquarters on the 90th day after your termination date. | |
| If your Service terminates because of your death or Disability, or if you die during the 90-day period after your termination for any reason, then the vested portion of your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of your death or termination for Disability. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option. | ||
Notice of Exercise
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The Option may be exercised, in whole or in part, to purchase a
whole number of vested shares of Stock by following the procedures
set forth in the Plan and in this Agreement. When you wish to exercise this Option, you must exercise in a manner required or permitted by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. |
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Form of Payment
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When you exercise your Option, you must include payment of the Option Price indicated on the cover sheet for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms: | |
• Immediately available funds. |
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• Shares of Stock which have been owned by you for at least
six months and which are surrendered to the Company. The Fair
Market Value of the shares as of the effective date of the option
exercise will be applied to the option price. |
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• By delivery (on a form prescribed by the Company) of an
irrevocable direction to a licensed securities broker acceptable to
the Company to sell Stock and to deliver all or part of the sale
proceeds to the Company in payment of the aggregate option price
and any withholding taxes. |
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Withholding Taxes
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You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise within a reasonable period of time, or you shall forfeit the shares of Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise |
| of this Option or sale of Stock arising from this Option, the Company or an Affiliate, as applicable, shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or an Affiliate, as applicable, consistent with Section 14.3 of the Plan (including in connection with a same day sale). Payment must be made in immediately available funds. | ||
Retention Rights
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This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in a written agreement between the Company or an Affiliate, as applicable, and you, the Company or an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. | |
Stockholder Rights
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You, or your estate or heirs, have no rights as a shareholder of
the Company until the Stock has been issued upon exercise of your
Option and either a certificate evidencing your Stock has been
issued or an appropriate entry has been made on the Company’s
books. No adjustments are made for dividends, distributions or
other rights if the applicable record date occurs before your
certificate is issued (or an appropriate book entry is made),
except as described in the Plan. Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity, as provided in Section 13 of the Plan. |
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Applicable Law
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This Agreement will be interpreted and enforced under the laws of the Commonwealth of Virginia, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | |
The Plan
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The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. | |
| This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. | ||
Data Privacy
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In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. | |
| By accepting this grant, you give explicit consent to the Company to process any such personal data. | ||
Code Section 409A
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It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that |
| the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. |
By signing this Agreement, you agree to all of the terms and conditions described above and in the
Plan.
