Exhibit 10.1
Gilbert Goldstein, P.C.
3600 South Yosemite Street, Suite 870
Denver, CO 80237
April 10, 2003
Mr. Larry A. Mizel
Chief Executive Officer
M.D.C. Holdings, Inc.
3600 South Yosemite, Suite 900
Denver, Colorado 80237
Dear Larry:
The purpose of this letter agreement (the "Agreement") is to confirm
an understanding reached between us, subject to the approval of the Board of
Directors of M.D.C. Holdings, Inc., concerning the retention by M.D.C.
Holdings, Inc. ("MDC") of Gilbert Goldstein, P.C. ("GG, P.C.") as a
professional consultant on legal matters as follows:
1. GG, P.C. agrees to make Gilbert Goldstein available to perform
legal consultation services for MDC on a day-to-day as-needed and
directed basis for not less than 30 hours per week commencing
March 1, 2003, through February 28, 2005.
2. MDC agrees to compensate GG, P.C. as follows:
a. $252,000 per year payable in equal monthly installments of $21,000
on the first day of each month commencing March 1, 2003, through
February 28, 2005.
b. From March 1, 2003, through February 28, 2005, $180.00 per hour for
services performed in any month in excess of 120 hours.
c. Provide mutually agreed-upon office space at the office building
known as 3600 South Yosemite Street, Denver, Colorado, or such other
location as may be mutually agreed upon by GG, P.C. and MDC.
d. Reimburse actual expenses incurred that are directly related to the
services provided hereunder.
e. Provide full-time secretarial services of a mutually agreed-upon
secretary.
Mr. Larry A. Mizel
April 10, 2003
Page 2
3. In the event Gilbert Goldstein retires from the practice of law,
becomes disabled or dies during the term of this Agreement, MDC
shall pay Mr. Goldstein or his estate, as the case may be, in lieu
of any payments or other benefits or services to be provided by
MDC pursuant to this Agreement, $10,000 per month on the first day
of each month during the remaining term of this Agreement
following the date of his retirement, disability or death.
4. This Agreement shall be in full force and effect for a period of two
years commencing as of March 1, 2003.
5. GG, P.C. is an independent contractor and is not an employee of MDC
for any purpose. In that regard, the method or performance of
services, the services rendered, and the exact time and hours, GG, P.C.
is to perform services on any given day will be entirely in the control
and discretion of GG, P.C. MDC will rely on GG, P.C. to perform the
services as reasonably necessary to fulfill the spirit and purpose of
this Agreement. MDC is supplying office space and secretarial services
to GG, P.C. because it is economically more efficient for it to do so
because it has these available and because it desires GG, P.C. to be
located in close proximity to MDC's headquarters for ease in the
consultation process. In consideration thereof, GG, P.C. has
substantially lowered the going rate for its services
($300.00 per hour) in order to facilitate the Agreement.
6. GG, P.C. will have the right to continue to perform legal services for
other persons and entities.
We have discussed the fact that Gilbert Goldstein is an "outside member
of the Board of Directors" of MDC. Each party desires that Gilbert Goldstein
continue in that capacity. The consulting Agreement will be performed in such
fashion as not to interfere with or change that relationship. In the capacity of
a consultant to MDC, GG, P.C. may provide legal counsel and advice to the Audit
and Compensation Committees of the MDC Board of Directors. Those services will
be provided by Gilbert Goldstein in his capacity as a consultant to MDC, and not
in his capacity as a member of the MDC Board of Directors, and shall be included
in the calculation of hours spent providing consulting services pursuant to this
Agreement.
Effective as of March 1, 2003, this Agreement will supersede all prior
Agreements among GG, P.C., MDC and Gilbert Goldstein related to the subject
matter hereof, including without limitation, the letter agreements between GG,
P.C. and
Mr. Larry A. Mizel
April 10, 2003
Page 2
MDC dated September 25, 1998, October 25, 1999, October 23, 2000 and
October 22, 2001.
This entire Agreement is subject to the approval of the Board of
Directors of MDC as confirmed by Board resolution.
If you have any questions, please call me.
Yours truly,
GILBERT GOLDSTEIN, P.C.
By: /s/ Gilbert Goldstein
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Gilbert Goldstein
Approved and agreed to this
28th day of April , 2003
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M.D.C. HOLDINGS, INC.
By: /s/ Larry A. Mizel
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Larry A. Mizel,
Chief Executive Officer