exv10w1






Exhibit 10.1




NVR, INC.

2010 EQUITY INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT


NVR, Inc., a Virginia corporation (the “Company”), hereby grants an option to purchase shares of
its common stock, par value $0.01 (the “Option”) 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 Shares Covered by Option:                     



Option Price per Share: $                    .___



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:

	 	 
 

(Signature)
	 	Date:
	 	 
 

	 	 
	 
	 	 	 	 	 	 	 	 
	Company:

	 	 
	 	Date:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Signature)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 






Attachment




This is not a stock certificate or a negotiable instrument.





 









 








NVR, INC.

2010 EQUITY INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT



	 	 	 

	Option

	 	This Agreement evidences an award of an Option exercisable for that
number of shares of Stock 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. This option is not intended to be an
incentive option under Section 422 of the Internal Revenue Code and
will be interpreted accordingly.
	 
	 	 
	Transfer of
Unvested Options

	 	During your lifetime, only you (or, in the event of your legal
incapacity or incompetency, your guardian or legal representative)
may exercise the Option. The Option may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered, whether
by operation of law or otherwise, nor may the Option be made
subject to execution, attachment or similar process. If you
attempt to do any of these things, this Option will immediately
become forfeited.
	 
	 	 
	Issuance and Vesting

	 	Your rights under this Option 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 Option shall become exercisable 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 nonexercisable portion of the Option
which would have been eligible to be exercised 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. Your Option is exercisable only as to
its vested portion. For the avoidance of doubt and by way of
example, if the Options becomes exercisable on December 31, 2013,
no exercise of such Options will be effective until, at the
earliest, the first business day of 2014, at which time you would
not necessarily have to be an employee of the Company or an
Affiliate to exercise the Options, subject to the earlier
termination of the Option pursuant to this Agreement. No
additional shares of Stock underlying your Option will vest after
your Service has terminated for any reason.
	 
	 	 
	Corporate
Transaction

	 	Notwithstanding the vesting schedule set forth above, upon the
consummation of a Corporate Transaction, the Option will become
100% vested (i) if the Option is not assumed, or equivalent
restricted securities are not substituted for the Option by the
Company or its






 









 






	 	 	 

	 

	 	successor, or (ii) if assumed and substituted for,
upon your Involuntary Termination within the 12 month period
following the consummation of the Change in Control.



“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 shares upon exercise of this Option 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 share certificates.
	 
	 	 
	Forfeiture of
Unvested Options

	 	Unless the termination of your Service triggers accelerated vesting
of your Option, 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 Option in
the event you are no longer providing Service for any reason. 




Your option will expire in any event at the close of business at
Company headquarters on the day before the 10th anniversary of the
Grant Date, as shown on the cover sheet. Your option will expire
earlier if your Service terminates, as described below.
	 
	 	 
	Expiration of
Vested Options
After Service
Terminates

	 	If your Service terminates for any reason, other than death,
Disability or Cause, then the vested portion of your Option will
expire at the close of business at Company headquarters on the 90th
day after your termination date.
	 
	 

	 	If your Service terminates because of your death or Disability, or
if you die during the 90-day period after your termination for any
reason (other than Cause), then the vested portion of your Option
will expire at the close of business at Company headquarters on the
date twelve (12) months after the date of your death or termination
for Disability. During that twelve (12) month period, your estate
or heirs may exercise the vested portion of your Option.
	 
	 	 
	 

	 	If your Service is terminated for Cause, then you shall immediately
forfeit all rights to your entire Option and the Option shall
immediately expire.
	 
	 	 
	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 Option awarded under
this Agreement and the Option 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, 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 exercised any options 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 shares of Stock that you have sold prior to
receiving notice from the Company, the amount will be the proceeds
received from the sale(s), less the option price, and (2) for any
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, less the
option price (provided, that the Company may require you to satisfy
your payment obligations hereunder either by forfeiting and
returning to the Company 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.
	 
	 	 
	Notice of Exercise

	 	The Option may be exercised, in whole or in part, to purchase a
whole number of vested shares of Stock by following the procedures
set forth in the Plan and in this Agreement.
	 
	 	 
	 

	 	When you wish to exercise this Option, you must exercise in a
manner required or permitted by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise this Option after your death,
that person must prove to the Company’s satisfaction that he or she
is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you exercise your Option, you must include payment of the
Option Price indicated on the cover sheet for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms:
	 
	 	 
	 

	 	•       Immediately available funds.
	 
	 	 
	 

	 	•       Shares of Stock which have been owned by you for at least
six months and which are surrendered to the Company. The Fair
Market Value of the shares as of the effective date of the option
exercise will be applied to the option price.
	 
	 	 
	 

	 	•       By delivery (on a form prescribed by the Company) of an
irrevocable direction to a licensed securities broker acceptable to
the Company to sell Stock and to deliver all or part of the sale
proceeds to the Company in payment of the aggregate option price
and any withholding taxes.
	 
	 	 
	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 Option exercise 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 exercise of this Option or sale
of Stock arising from this Option, 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, have no rights as a shareholder of
the Company until the Stock has been issued upon exercise of your
Option and either a certificate evidencing your Stock has been
issued or an appropriate entry has been made on the Company’s
books. No adjustments are made for dividends, distributions or
other rights if the applicable record date occurs before your
certificate is issued (or an appropriate book entry is made),
except as described in the Plan.
	 
	 	 
	 

	 	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.