GILBERT GOLDSTEIN, P.C.
Attorney and Counselor at Law
3600 South Yosemite Street, Suite 870
Denver, Colorado 80237
Gilbert Goldstein FAX (303) 220-8272 (303) 220-8200
July 26, 1996
Mr. Larry A. Mizel, President
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 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:
A. 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 40 hours per week commencing October 1, 1996.
B. MDC agrees to compensate GG, P.C. as follows:
(1) $252,000 per year payable in equal monthly
installments of $21,000 on the first day of
each month commencing October 1, 1996.
(2) $150.00 per hour for services performed in any
month in excess of 160 hours.
(3) 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.
Mr. Larry A. Mizel
July 26, 1996
Page 2
(4) Reimburse actual expenses incurred that are
directly related to the services provided
hereunder.
(5) Provide full-time secretarial services of a
mutually agreed-upon secretary.
C. 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, $7,000 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.
D. This Agreement shall be in full force and effect
for a period of three years commencing October 1, 1996.
E. GG, P.C. is an independent contractor and will not
be 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.
F. GG, P.C. will have the right to continue to perform
legal services for other persons and entities so long
as such services are not in conflict with the
consultations with MDC.
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 October 1, 1996, this Agreement will supersede all prior
Agreements among GG, P.C., MDC and Gilbert Goldstein related to the subject
matter hereof, including
Mr. Larry A. Mizel
July 26, 1996
Page 3
without limitation, the letter agreement between GG, P.C. and MDC dated
September 22, 1994.
This entire Agreement has been approved by resolution of the Board of
Directors of MDC.
If you have any questions, please call me.
Yours truly,
GILBERT GOLDSTEIN, P.C.
By: /s/Gilbert Goldstein
----------------------
Gilbert Goldstein
Approved and agreed to this
26th day of July 1996.
M.D.C. HOLDINGS, INC.
By: /s/Larry A. Mizel
--------------------------
Larry A. Mizel, President