exv10w2






Exhibit 10.2




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 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




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. No additional shares of Stock underlying
your Option will vest after your Service has terminated for any
reason.
	 
	 

	 	In the event of a termination of your service for any reason, the
Option 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 Option which would have been vested at
the end of the year in which such termination occurs.
	 
	 	 
	Corporate
Transaction

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