ContractPerformance Share Unit Grant Agreement • February 2nd, 2021 • M.D.C. Holdings, Inc. • Operative builders • Delaware
The Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), awards performance share units (“PSUs”) under the Company’s 2011 Equity Incentive Plan (the “Plan”) to the Employee named below. This Amended and Restated Performance Share Unit Grant Agreement (the “Agreement”) evidences the terms and conditions of the Company’s award and the PSUs constitute “qualified performance based compensation and other stock-based awards” under Sections 9 and 10 of the Plan. This Agreement was originally effective as of the Award Date set forth below, and, subject to Section 22 below, is now amended and restated in its entirety effective as of November __, 2020 (the “Restatement Date”).
ContractRestricted Stock Agreement • February 2nd, 2021 • M.D.C. Holdings, Inc. • Operative builders • Delaware
Lapse Schedule: Except as provided otherwise in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), and subject to Employee’s continuous employment with the Company from the Award Date through each lapse date set forth below, the Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule:
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 2nd, 2021 • M.D.C. Holdings, Inc. • Operative builders • Delaware
WHEREAS, the Employee currently is employed by the Company as Senior Vice President – Legal and the Employee is willing to continue to serve in the employ of the Company; and
ContractStock Option Agreement • February 2nd, 2021 • M.D.C. Holdings, Inc. • Operative builders • Delaware
This Option is also subject to the terms of any employment agreement or change in control agreement the Optionee may have with the Company (as such agreement(s) may be amended from time to time) and the Clawback Policy adopted by the Corporate Governance/Nominating Committee on January 14, 2015. Notwithstanding anything in this Agreement to the contrary, to the extent the provisions of this Agreement may conflict with provisions in the Optionee’s employment agreement with the Company (if any), the terms of the employment agreement shall control.
