0001193125-12-107022 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2012 • MDC Holdings Inc • Operative builders • Delaware

This Amendment (the “Amendment”), dated effective as of March 8, 2012, hereby amends the Employment Agreement (the “Employment Agreement”) by and between M.D.C. Holdings, Inc. (the “Company”), and David D. Mandarich (the “Executive”), which was restated effective as of August 1, 2008.

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Contract
Stock Option Agreement • March 9th, 2012 • MDC Holdings Inc • Operative builders • Delaware

Vesting Schedule: Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), Optionee’s right to purchase shares of Stock under this Option vests, as set forth below:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2012 • MDC Holdings Inc • Operative builders • Delaware

This Amendment (the “Amendment”), dated effective as of March 8, 2012, hereby amends the Employment Agreement (the “Employment Agreement”) by and between M.D.C. Holdings, Inc. (the “Company”), and Larry A. Mizel (the “Executive”), which was restated effective as of August 1, 2008.

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