exv10w28







Exhibit 10.28




AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT




     This Amendment No. 2 to the Employment Agreement for Dennis M. Seremet (“Amendment”) is made,
effective as of January 1, 2009, by and between NVR, Inc., a Virginia corporation (the “Company”)
and Dennis M. Seremet (“Executive”).



Recitals:




     WHEREAS, Executive and the Company previously entered into an Employment Agreement, effective
as of July 1, 2005, as amended by Amendment No. 1 dated July 30, 2008; and



     WHEREAS, Executive and the Company desire to further amend the Employment Agreement to comply
with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.



Agreement:




     NOW, THEREFORE, in consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges, the Company and Executive,
intending to be legally bound, agree as follows:



          1. New Section 11 is added to the Employment Agreement to read as follows:




          “11. Limitations Under Code Section 409A




          11.1 Anything in this Agreement to the contrary notwithstanding, if (A) on the date of
termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock
is publicly traded on an established securities market or otherwise (within the meaning of Section
409A(a)(2)(B)(i) of the Internal Revenue Code, as amended (the “Code”)), (B) Executive is
determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B), (C) the
payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section
1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in
Section 409A(a)(1), as a result of such termination, the Executive would receive any payment that,
absent the application of this Section 5(g), would be subject to interest and additional tax
imposed pursuant to Section 409A(a) as a result of the application of Section 409A(2)(B)(i), then
no such payment shall be payable prior to the date that is the earliest of (1) six (6) months and
one day after the Executive’s termination date, (2) the Executive’s death or (3) such other date
(the “Delay Period”) as will cause such payment not to be subject to such interest and additional
tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as
of the date of the initial payment).




          11.2 In addition, other provisions of this Agreement or any other such plan notwithstanding,
the Company shall have no right to accelerate any such payment or to make any such payment as the
result of any specific event except to the extent permitted under Section 409A.




          11.3 A termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a “separation from service” within the
meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a
“termination,” “termination of employment” or like terms shall mean “separation from service.”




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          2. Except as set forth in this Amendment, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.




     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the date
first written above.



	 	 	 	 	 	 	 
	 	 	NVR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	/s/ Joseph Madigan
 

Name: Joseph Madigan
	 	 
	 

	 	 	 	Title: Senior Vice President Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Dennis M. Seremet	 	 
	 	 	 	 	 
	 	 	Name: Dennis M. Seremet	 	 






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