exv10w1



 






Exhibit 10.1




AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT



THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is made this twenty-first day of
December 2006, between NVR, INC., a Virginia corporation (the “Company”) and DWIGHT C. SCHAR, (the
“Executive”). References within this Amendment to the Company refer to NVR and its subsidiaries
and affiliates.



WHEREAS, the parties wish to amend that Employment Agreement entered into between the Company and
the Executive dated July 1, 2005 (“Employment Agreement”); and



WHEREAS, Section 8.3 of the Employment Agreement states that amendments shall only be effectuated
pursuant to a written instrument signed by both parties to the Employment Agreement;



WHEREAS, the Company and the Executive find it desirous to execute an Amendment, whereby the
Executive’s base salary and bonus opportunity for calendar year 2007 is $0.00.



ACCORDINGLY, for and in consideration of the foregoing and of the mutual covenants and agreement
set forth in this Amendment, the parties AGREE as follows:





	1.	 	Paragraph 1.1 of the Employment Agreement is hereby amended and restated in its entirety as
follows:
	 
	 	 	Employment by the Company. The Company hereby employs the Executive, for itself and
its affiliates, to render full-time services to the Company. The Executive will serve in
the capacity of Chairman of the Board. The Executive will perform such duties as are
imposed on the holder of that office by the By-laws of the Company and such other duties as
are customarily performed by one holding such position in the same or similar businesses or
enterprises as those of the Company. The
Executive will perform such other related duties as may be assigned to him from time to time
by the Company’s Board of Directors. The Executive will devote his time and




 









 






	 	 	attention to
the performance of such duties and to the promotion of the business and interests of the
Company. This provision, however, will not prevent the Executive from engaging in other
activities, including investing his funds and assets in any form or manner, so long as such
investments and other activities do not interfere with the performance of his full-time
duties for the Company, and subject to the limitations set forth in Section 7.1 of this
Agreement and the Company’s other policies and procedures.






	2.	 	Paragraph 1.3 is hereby deleted in its entirety.
	 
	3.	 	Paragraph 3.1 of the Employment Agreement is hereby amended and restated in its entirety as
follows:
	 
	 	 	As compensation for all services rendered pursuant to this Agreement, the Company will pay
to the Executive an annual base salary of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000) payable in equal monthly installments of ONE HUNDRED TWENTY-FIVE THOUSAND
DOLLARS ($125,000). For calendar year 2007 only, (i) the Executive’s annual base salary is
equal to $0.00, and (ii) the Executive’s annual base salary for purposes of calculating any
payments due the Executive pursuant to Section 6 of the Agreement shall be deemed to be
$1,500,000, provided that the Company may make any adjustments to the Executive’s 2007 base
salary up to $1,500,000 to the extent necessary to avoid unintended consequences under the
Employee Retirement Income Security Act, the Internal Revenue Code, the Company’s benefit
plans or other similar laws and arrangements. The Company’s Board of Directors in its sole
discretion may increase, but may not reduce, the Executive’s annual base salary.
	 
	4.	 	The first sentence of Paragraph 3.2 of the Employment Agreement is hereby amended and
restated in its entirety as follows:
	 
	 	 	The Executive shall be eligible to be paid a bonus annually in cash pursuant to the
Company’s annual incentive plan, as determined by the Compensation Committee of the Board of
Directors, in a maximum amount of 100% of the Executive’s annual base salary as then in
effect.
	 
	5.	 	Paragraph 3.5 of the Employment Agreement is hereby amended and restated in it entirety as
follows:




 









 






	 	 	The Executive is required to continuously hold at all times NVR, Inc. common stock with a
value equal to the higher of (i) $12,000,000 and (ii) eight (8) times the Executive’s base
salary as then in effect, subject to adjustment at any time by the Company’s Board of
Directors upon thirty days notice.
	 
	6.	 	Except as expressly provided herein, the terms and conditions of the Employment Agreement
shall remain in full force and effect and shall be binding on the parties hereto.





     IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment, or have
caused this Amendment to be duly executed and delivered in their name and on their behalf,
intending to be legally bound by its terms, as of the day and year first above written.



NVR, INC.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert M. Paul
 

	 	 	 	/s/ Dwight C. Schar
 

	 	 
	 

	 	ROBERT M. PAUL
	 	 	 	DWIGHT C. SCHAR