exv10w3






Exhibit 10.3




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 further agree and
acknowledge that adequate consideration has been exchanged between the Company and you and that you
have considered and agreed to execute this Agreement, which binds you to non-competition and
confidentiality restrictive covenants. 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. 



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. In the event of a
termination of your employment resulting from your involuntary
termination due to a reduction in force, death, disability or
retirement at normal retirement age (age 65), 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. You shall
not be entitled to pro rata vesting if your employment is
terminated for any other reason. An involuntary termination due to
a reduction in force shall be defined as a termination where the
Company determines in its sole discretion that the termination is
for economic reasons unrelated to job performance.
	 
	 	 
	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 (i) 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, or
(ii) if assumed or substituted for, upon your Involuntary
Termination within the 12-month period following the consummation
of the Corporate Transaction.
	 
	 	 
	 

	 	“Involuntary Termination" means termination of your Service by
reason of your involuntary dismissal by the Company or its
successor for reasons other than Cause.
	 
	 	 
	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 accelerated vesting
of your Restricted Share Units, or 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.
	 
	 	 
	Forfeiture of Rights

	 	If you should take actions in violation or breach of or in conflict
with any non-competition agreement, any agreement prohibiting
solicitation of employees or customers of the Company or any
Affiliate or any confidentiality obligation with respect to the
Company or any Affiliate or otherwise in competition with the
Company or any Affiliate, the Company has the right to cause an
immediate forfeiture of your rights to the Restricted Share Units
awarded under this Agreement and the Restricted Share Units shall
immediately expire. Specifically, in consideration of this Award,
you acknowledge and agree to the following:
	 
	 	 
	 

	 	          (i) Confidential Information. In connection with your employment
with the Company, you have had or may have access to confidential,
proprietary, and non-public information concerning the business or
affairs of the Company, including but not limited to information
concerning the Company’s customers, developers, lot positions,
subcontractors, employees, pricing, procedures, house plans,
marketing plans, business plans, operations, business strategies,
and methods (collectively, “Confidential Information”).
Accordingly, both during and after your Service (regardless of the
reason for your termination), you shall not use or disclose to any
third party any Confidential Information for any reason other than
as intended within






 









 






	 	 	 

	 

	 	the scope of your Service. Upon termination of
your Service for any reason, or at any other time upon request of
the Company, you shall immediately deliver to the Company all
documents, forms, blueprints, designs, policies, memoranda, or
other data (and copies hereof), in tangible, electronic, or
intangible form, relating to the business of the Company or any
Affiliate.
	 
	 	 
	 

	 	          (ii) Non-Competition. During your Service and for a period of
twelve (12) months after your Service ends (regardless how it ends)
(“the Non-Compete Period”), you shall not anywhere in the
Restricted Area: (a) own more than 5% of outstanding shares or
control any residential homebuilding, mortgage financing, or
settlement services business (but only if you had responsibilities
for that business area at the Company within the 24-month period
prior to the your termination of Service with the Company or an
Affiliate) that competes with the Company or an Affiliate; or (b)
work for, become employed by, or provide services to (whether as an
employee, consultant, independent contractor, partner, officer,
director, or board member) any person or entity that competes with
the Company or an Affiliate in the residential homebuilding
business, mortgage financing business, or settlement services
business, where such position or service is competitive with or
otherwise similar to any of your positions held with the Company or
an Affiliate, or services performed for the Company, within the
twenty-four (24) months preceding termination of Service with the
Company or an Affiliate. “Restricted Area” means the counties and
other units of local government in which the Company engaged in the
residential homebuilding business, mortgage financing business, or
settlement services business and over which you have had any
managerial responsibility for operations within such area at any
time within the 24-month period prior to your termination of
Service.
	 
	 	 
	 

	 	          (iii) Land Development. If you were employed as a Land Manager, VP
of Land or otherwise had any managerial responsibilities in the
Company’s operations for contracting for finished lots during the
24-month period prior to your termination for Service, you agree
that you will not engage in any residential land development
activities during the Non-Compete Period within the Restricted
Area.
	 
	 	 
	 

	 	          (iv) Non-Solicitation. During the Non-Compete Period, you will not,
directly or indirectly: (a) hire or solicit for hiring, any person,
who, during the last twelve (12) months of your Service, was an
employee of the Company or provided services as a subcontractor to
the Company; (b) utilize or solicit the services of, or acquire or
attempt to acquire real property, goods, or services from, any
developer or subcontractor utilized by the Company or any
Affiliate; or (c) solicit any customer or client or prospective
customer or client of the Company with whom you had any
communications with or about






 









 






	 	 	 

	 

	 	whom you had any access to information
during the 12-month period prior to your termination of Service.
	 
	 	 
	 

	 	In addition, if you have vested in Restricted Share Units during
the one year period prior to your actions, you will owe the Company
a cash payment (or forfeiture of shares of Stock) in an amount
determined as follows: (1) for any such shares of Stock that you
have sold prior to receiving notice from the Company, the amount
will be the total proceeds received from the sale(s), and (2) for
any such shares of Stock that you still own, the amount will be the
number of shares of Stock owned times the Fair Market Value of the
shares of Stock on the date you receive notice from the Company
(provided, that the Company may require you to satisfy your payment
obligations hereunder either by forfeiting and returning to the
Company the Restricted Share Units or any other shares of Stock or
making a cash payment or a combination of these methods as
determined by the Company in its sole discretion).
	 
	 	 
	 

	 	You acknowledge that the restrictions set forth herein are
reasonable and necessary to protect the business and interests of
the Company and its Affiliates, and that it would be impossible to
measure in money the damages that could or would accrue to the
Company and its Affiliates in the event that you fail to honor your
obligations under this Agreement. Therefore, in addition to any
other remedies they may have, the Company and its Affiliates may
apply to any court of competent jurisdiction for specific
performance, temporary, preliminary, and/or permanent injunctive
relief, or other relief in order to enforce the obligations under
this Agreement or prevent a violation of these obligations. In
addition, in the event of a breach or violation by you of the
obligations in this Agreement, the Non-Compete Period shall be
extended until such breach or violation has been cured. You
acknowledge and agree that the Company and its Affiliates may
pursue all relief to which they are entitled, including damages,
specific performance and injunctive relief.
	 
	 	 
	Leaves of Absence

	 	For purposes of this Agreement, your Service does not terminate
when you go on a bona fide leave of absence that was approved by
your employer in writing if the terms of the leave provide for
continued Service crediting, or when continued Service crediting is
required by applicable law. Your Service terminates in any event
when the approved leave ends unless you immediately return to
active employee work.
	 
	 	 
	 

	 	The Company may determine, in its discretion, which leaves count
for this purpose, and when your Service terminates for all purposes
under the Plan in accordance with the provisions of the Plan.
	 
	 	 
	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 in
connection with 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 an employment or other
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.
	 
	 	 
	Clawback

	 	If the Company is required to prepare an accounting restatement due
to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the
securities laws, and you are subject to automatic forfeiture under
Section 304 of the Sarbanes-Oxley Act of 2002 and you knowingly
engaged in the misconduct, were grossly negligent in engaging in
the misconduct, knowingly failed to prevent the misconduct or were
grossly negligent in failing to prevent the misconduct, you shall
reimburse the Company the amount of any payment in settlement of
this Award earned or accrued during the 12-month period following
the first public issuance or filing with the United States
Securities and Exchange Commission (whichever first occurred) of
the financial document that contained such material noncompliance.
	 
	 	 
	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 employment or consulting,
and/or






 









 






	 	 	 

	 

	 	severance 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, payroll 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. For purposes of this Award, a
termination of employment only occurs upon an event that would be a
Separation from Service within the meaning of Section 409A.





By signing this Agreement, you agree to all of the terms and conditions described above and in the
Plan.