exv10w4






Exhibit 10.4




NVR, INC.

2010 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNITS AGREEMENT



NVR, Inc., a Virginia corporation (the “Company”), hereby grants Restricted Share Units
(“Restricted Share Units”) for shares of its common stock, par value $0.01 (“Stock”) 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 Restricted Share Units:                     




Purchase Price per Share: $0.01 (par value)




Grant Date:                     




Vesting Schedule:




     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:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Company:

	 	 	 	Date:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 

	 	 
	Title:
	 	 	 	 	 	 	 	 






Attachment




This is not a stock certificate or a negotiable instrument.





 









 








NVR, INC.

2010 EQUITY INCENTIVE PLAN


RESTRICTED SHARE UNITS AGREEMENT




	 	 	 

	Restricted Share
Units

	 	This Agreement evidences an award of shares of Stock in the number
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
(the “Restricted Share Units”). The purchase price is deemed paid
by your continued Services to the Company.
	 
	 	 
	Transfer of
Unvested 
Restricted
Share Units

	 	Unvested Restricted Share Units may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered, whether
by operation of law or otherwise, nor may the Restricted Share
Units be made subject to execution, attachment or similar process.
If you attempt to do any of these things, the Restricted Share
Units will immediately become forfeited.
	 
	 	 
	Vesting

	 	The Company will issue your Restricted Share Units in the name set
forth on the cover sheet. In the event of a termination of your
service for any reason, the Restricted Share Units 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 Restricted Share Units which would have been vested at the end
of the year in which such termination occurs. 



Your rights under this Restricted Share Units 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.
	 
	 	 
	Delivery

	 	As your Restricted Share Units vest, the Company will issue the
shares of Stock to which the then vested Restricted Share Units
relate; provided, that, if such vesting date occurs during a period
in which you are (i) subject to a lock-up agreement restricting
your ability to sell Stock in the open market or (ii) are
restricted from selling Stock in the open market because a trading
window is not available, delivery of such vested shares will be
delayed until the date immediately following the expiration of the
lock-up agreement or the opening of a trading window but in no
event beyond 21/2 months after the end of the calendar year in which
the shares would have been otherwise delivered. The resulting
aggregate number of vested shares of Stock will be rounded to the
nearest whole number, and you cannot vest in more than the number
of shares covered by this grant.
	 
	 	 
	Corporate 

Transaction

	 	Notwithstanding the vesting schedule set forth above, upon the
consummation of a Corporate Transaction, the Restricted Share Units
will become 100% vested if the Restricted Share Units are not
assumed, or equivalent restricted securities are not substituted
for the Restricted Share Units by the Company or its successor.






 









 






	 	 	 

	Evidence of Issuance

	 	The issuance of the Stock under the grant of Restricted Share Units
evidenced by this Agreement 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 Stock certificates. You will have no further rights with
regard to a Restricted Share Unit once the share of Stock related
to such Restricted Share Unit has been issued.
	 
	 	 
	Forfeiture of
Unvested 

Restricted
Share Units

	 	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 Restricted Share Units in the event you are no
longer providing Service for any reason.
	 
	 	 
	Withholding Taxes

	 	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 vesting or receipt of the Restricted
Share Units 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
vesting or receipt of shares of Stock arising from this grant, 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 a
same day sale. Payment must be made in immediately available
funds.
	 
	 	 
	Retention Rights

	 	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

	 	You, or your estate or heirs, do not have any of the rights of a
shareholder with respect to any vested or unvested Restricted Share
Units until the Stock has been issued to you and either a
certificate evidencing your Stock has been issued or an appropriate
entry has been made on the Company’s books. 



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.
	 
	 	 
	Applicable Law

	 	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

	 	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

	 	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

	 	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.