Form of Executive Officer Stock Option Agreement



 Exhibit 10.3 
 M.D.C. HOLDINGS, INC. 
 2011 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 
 M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), grants an option under the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”) to purchase shares
of common stock, $0.01 par value per share, of the Company (“Stock”) to the Optionee named below. This Stock Option Agreement (the “Agreement”) evidences the terms of the Company’s grant of an Option to
Optionee. 
 A. NOTICE OF GRANT 
 Name of Optionee: 
 Number of Shares of Stock Covered by the
Option:    500,000 shares 
 Exercise Price per Share:    $24.50 

Grant Date:    March 8, 2012 
 Expiration Date:    March 8, 2022 
 Type of
Option:    Non-Qualified Stock Option 
 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: 
  

					
	 Vesting Date
	  	Percentage of the Right
to
Acquire Shares that is Vested	  	Cumulative Percentage of the Right to
Acquire Shares that is Vested
			
	The right to acquire the following shares will vest on March 1 following the fiscal year in which the Company achieves total revenue of at least $928,584,800 and a home gross
margin of 16.7%.	  	33-1/3% 166,667 shares  

(Tranche 1)
	  	33-1/3%
			
	The right to acquire the following shares will vest on March 1 following the fiscal year in which the Company achieves total revenue of at least $970,793,200 and a home gross
margin of 16.7%.	  	33-1/3% 166,667 shares  

(Tranche 2)
	  	66-2/3%
			
	The right to acquire the following shares will vest on March 1 following the fiscal year in which the Company achieves total revenue of at least $1,013,001,600 and a home gross
margin of 16.7%.	  	33-1/3% 166,666 shares  

(Tranche 3)
	  	100%


  
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 To the extent, if any, that Optionee’s right to purchase shares of Stock under this Option do not vest
by March 1, 2015, the right to purchase those shares shall be forfeited. For example, if no vesting has occurred by March 1, 2015, all three Tranches shall be forfeited. If only Tranche 1 has vested by March 1, 2015, Tranche 2 and
Tranche 3 shall be forfeited. If only Tranche 1 and Tranche 2 have vested by March 1, 2015, Tranche 3 shall be forfeited. 
 More than one
Tranche may vest in a single year. For example, if the requirements for the vesting of Tranche 2 are satisfied by March 1, 2015 and Tranche 1 has not previously vested, both Tranche 1 and Tranche 2 shall vest at that time. 

For the purposes of this Agreement, “total revenue” shall be as reported in the Form 10-K for each relevant fiscal year. 

For the purposes of this Agreement, “home gross margin” shall be as calculated in the Form 10-K for the 2011 fiscal year, calculated excluding
warranty adjustments and interest. 
 This Option is also subject to the terms of the Optionee’s Employment Agreement with the Company.

 B. STOCK OPTION AGREEMENT 
 1. Grant of Option. Subject to the terms and conditions of this Agreement and the Plan, the Company grants to Optionee, an Option to purchase the number of shares of Stock, at the Exercise Price
(each as set forth in the Notice of Grant on the cover page of this Agreement), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. All capitalized terms in this Agreement shall have the meaning assigned
to them in this Agreement or in the Plan. 
 2. Type of Option. This Option is a Non-Qualified Stock
Option. 
 3. Certificates; Book Entry. The Company may elect to satisfy any requirement for the delivery of shares of
stock through the use of electronic or other forms of book-entry including, but not limited to, uncertificated shares maintained electronically. 
 4. Vesting. The Option is only exercisable, in whole or in part, before it expires and then only with respect to the vested portion of the Option. Subject to the preceding sentence,
Optionee may exercise this Option, by following the procedures set forth in this Agreement. If at any time the number of shares of Stock that are covered by the vested and exercisable portion of the Option includes a fractional share, the number of
shares of Stock as to which the Option shall be actually vested and exercisable shall be rounded down to the next whole share of Stock. 
 Except as may be otherwise provided in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain


  
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terminations in connection with a Change of Control), Optionee’s right to purchase shares of Stock under this Option vests as set forth on the vesting schedule in the Notice of Grant above.
No additional shares will vest subsequent to Optionee’s termination of Service. 
 5. Option Term; Expiration Date.
Assuming that a right to purchase shares by Optionee has vested as provided in the Notice of Grant, this Option shall have a maximum term of ten (10) years. The Option term shall be measured from the original Grant Date (set forth in the
Notice of Grant) and shall accordingly expire at the close of business at Company headquarters on the tenth anniversary of the Grant Date, unless sooner terminated in accordance with Section 6 of this Agreement (the “Expiration
Date”). 
 6. Termination of Service. If Optionee terminates Service with the Company and its
Affiliates prior to the tenth anniversary of the Grant Date, the terms and conditions of the Plan and Optionee’s employment agreement with the Company shall apply. If Optionee’s Service is terminated by the Company for Cause, then Optionee
shall immediately forfeit all then existing rights to the Option (whether or not vested) and the Option shall immediately expire on the date of termination of Service. 
 7. Option Exercise. 
 (a) Right to Exercise. The Option shall be
exercisable on or before the Expiration Date in accordance with the vesting schedule set forth in the Notice of Grant, as referenced in Section 4. The Option shall not be exercisable after the Expiration Date. 

(b) Notice of Exercise. The Option shall be exercised by delivery of written or electronic notice to a
representative of the Company designated by the Committee on any business day, on the form specified by the Company. The notice shall specify the number of shares of Stock to be purchased, accompanied by full payment of the Exercise Price for the
shares being purchased. The notice must also specify how the shares should be registered (in the name of Optionee or in both the names of Optionee and Optionee’s spouse as joint tenants with right of survivorship). The notice of exercise will
be effective when it is received by the Company. Anyone exercising the Option after the death of Optionee must provide appropriate documentation to the satisfaction of the Company that the individual is entitled to exercise the Option. 

(c) Payment of Exercise Price. Payment of the Exercise Price for the number of shares of Stock being purchased in
full shall be made in one (or a combination) of the following forms: 
 (i) Cash or cash equivalents acceptable to the Company.

 (ii) Unrestricted shares of Stock which have already been owned by Optionee (for at least six months or such other period
designated by the Committee) which are surrendered to the Company. The Fair Market Value of the shares, determined as of the date of surrender, must equal the aggregate Exercise Price to be applied to the Exercise Price. 

(iii) Any other method approved or accepted by the Committee in its sole discretion, including, but limited to a cashless
(broker-assisted) exercise, if permitted, in which the sale proceeds are delivered to the Company in payment of the aggregate Exercise Price and any withholding taxes. 

  
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 8. Tax Withholding. The Company shall have the right to require payment of, or
deduction from payments of any kind otherwise due to Optionee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or delivery of any shares of Stock, dividends or payments of any kind.
The Company may withhold taxes from any payments due to Optionee or Optionee may deliver a check to the Company. Subject to the prior approval of the Committee, which may be withheld by the Committee, in its sole discretion, Optionee may elect to
satisfy the minimum statutory withholding obligations, in whole or in part, (i) by having the Company withhold shares of Stock otherwise issuable to Optionee or (ii) by delivering to the Company shares of Stock already owned by Optionee
(for at least six months or any other minimum period required by the Company). The shares delivered or withheld shall have an aggregate Fair Market Value sufficient to satisfy the minimum statutory total tax withholding obligations. The Fair Market
Value of the shares used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined (“Tax Date”). Shares used to satisfy any tax withholding obligation
must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. Any election must be made prior to the Tax Date, shall be irrevocable, made in writing and signed by Optionee, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 
 9. Transfer of Option.
Except as hereinafter provided, during Optionee’s lifetime, only Optionee (or, in the event of Optionee’s legal incapacity or incompetency, Optionee’s guardian or legal representative) may exercise the Option. Except as provided in
the paragraph below, Optionee cannot transfer or assign the Option other than by will or the laws of descent and distribution. Upon any attempt to otherwise transfer or assign the Option, the Option will immediately become invalid. Regardless of any
marital property settlement agreement, the Company is not obligated to honor a notice of exercise from Optionee’s spouse, nor is the Company obligated to recognize Optionee’s spouse’s interest in the Option in any other way.

 Optionee may transfer, not for value, all or part of the Option to any Family Member; provided, however, such a transfer must
be accompanied by an executed tax agreement prepared by the Company. Following a transfer to a Family Member, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent
transfers of transferred Options are prohibited except to Family Members of the original Optionee in accordance with this Section, or by will or the laws of descent and distribution. The events of termination of Service under an Option shall
continue to be applied with respect to the original Participant, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified in the applicable Award Agreement. Also, subject to an amendment to
the Plan authorizing such transfers, Optionee may transfer all or part of the Option to (1) a tax exempt, non-profit organization qualified under I.R.C. Section 501(c) or (2) a trust in which any one or more Family Members (or the
Participant) hold a beneficial interest. 
 10. Investment Representations. The Committee may require Optionee (or
Optionee’s estate or heirs) to represent and warrant in writing that the individual is acquiring the 

  
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shares of Stock for investment and without any present intention to sell or distribute such shares and to make such other representations as are deemed necessary or appropriate by the Company and
its counsel. 
 11. Continued Service. Neither the grant of the Option nor this Agreement gives Optionee the right to
continue Service with the Company or its Affiliates in any capacity. The Company and its Affiliates reserve the right to terminate Optionee’s Service at any time and for any reason not prohibited by law. 

12. Stockholder Rights. Optionee and Optionee’s estate or heirs shall not have any rights as a stockholder of the Company
until Optionee becomes the holder of record of such shares of Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a record date prior to the date Optionee becomes the holder of record of
such shares, except as provided in Section 14 of the Plan. 
 13. Adjustments. The number of shares of Stock
outstanding under this Option shall be proportionately increased or decreased for any increase or decrease in the number of shares of Stock on account of any Corporate Event. Any such adjustment in the Option shall not increase the aggregate
Exercise Price payable with respect to shares that are subject to the unexercised portion of the outstanding Option and the adjustment shall comply with the requirements under Section 409A of the Code. The conversion of any convertible
securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. In the event of any distribution to the Company’s stockholders of an extraordinary cash dividend or securities of any other
entity or other assets (other than ordinary dividends payable in cash or shares of Stock) without receipt of consideration by the Company, the Company shall proportionately adjust (a) the number and kind of shares subject to this Option and/or
(b) the Exercise Price of this Option to reflect such distribution. 
 14. Additional Requirements. Optionee
acknowledges that shares of Stock acquired upon exercise of the Option may bear such legends, as the Company deems appropriate to comply with applicable federal or state laws. No shares shall be issued or delivered pursuant to this Agreement unless
there shall have been compliance with all applicable requirements of federal, state and other securities laws, all applicable listing requirements of the New York Stock Exchange, if applicable, and all other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery. In connection therewith and prior to the issuance of the shares, Optionee may be required to deliver to the Company such other documents as may be reasonably necessary to ensure compliance
with applicable laws and regulations. 
 15. Governing Law. The validity and construction of this Agreement shall be
construed in accordance with and governed by the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and this Agreement to the substantive
laws of any other jurisdiction. 
 16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and Optionee and their respective heirs, executors, administrators, legal representatives, successors and assigns. 

  
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 17. Tax Treatment; Section 409A. Optionee may incur tax liability
as a result of the exercise of the Option or the disposition of shares of Stock. Optionee should consult his or her own tax adviser before exercising the Option or disposing of the shares. 

Optionee acknowledges that the Committee, in the exercise of its sole discretion and without Optionee’s consent, may (but is not
obligated to) amend or modify the Option and this Agreement in any manner and delay the payment of any amounts payable pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Code. The
Company will provide Optionee with notice of any such amendment or modification. 
 18. Amendment. The terms and
conditions set forth in this Agreement may only be amended by the written consent of the Company and Optionee, except to the extent set forth in Section 17 hereof regarding Section 409A of the Code and any other provision set forth in the
Plan. 
 19. 2011 Equity Incentive Plan. The Option and shares of Stock acquired upon exercise of the Option granted
hereunder shall be subject to such additional terms and conditions as may be imposed under the terms of the Plan, a copy of which has been provided to Optionee. 
 20. Headings; Construction. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by
law. 
 21. Other Employee Benefits. The amount of any compensation deemed to be received by Optionee as a result of this
Agreement and the issuances of Shares hereunder, shall not constitute “earnings” or “compensation” with respect to which any other employee benefits of Optionee are determined, including without limitation benefits under any
pension, profit sharing, 401(k), bonus, life insurance or salary continuation plan, except to the extent specifically provided in such separate plan or agreement. 
 22. Interpretation; Administration. The Committee shall have the full power and authority to administer the terms and conditions of this Agreement, to adopt any procedures, make any determinations,
correct any defect, supply any omission or reconcile any inconsistency with respect to the terms and conditions of this Agreement in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. No
member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of the Committee with respect to this Agreement and the Option shall be binding and conclusive for all
purposes and on all persons. 
 23. Acceptance. The Option and this Agreement are voidable by the Company if the Optionee
does not accept this Agreement within 30 days after the Agreement is made available, electronically or otherwise, to the Optionee by the Company. 

  
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 Dated: as of the Grant Date set forth above. 

 

			
	 M.D.C. HOLDINGS, INC.

		
	 By:
	 	  

	 Its
	 	


 OPTIONEE 
  

			
	 Signed:
	 	  



  
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