EXHIBIT 10.11
M.D.C. HOLDINGS, INC.
2001 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of the ______ day of ______________, ______, is
between M.D.C. HOLDINGS, INC., a Delaware corporation (the "Company") and
____________________________ ("Employee").
1. AWARD.
(a) NUMBER OF SHARES. Pursuant to the M.D.C. Holdings, Inc. 2001
Equity Incentive Plan (the "Plan"), the Company hereby grants to the Employee
(_________ number of shares) shares (the "Restricted Shares") of the Company's
$0.01 par value common stock (the "Stock"), effective as of _________________
the ("Effective Date"). As of the Effective Date, the Stock had a value of
$_______ per share, subject to the restrictions described in this Agreement.
(b) ISSUANCE OF RESTRICTED SHARES. The Restricted Shares shall be
issued upon the Employee's acceptance of this Agreement and upon satisfaction of
the conditions of this Agreement and the Plan.
(c) INCORPORATION OF PLAN. The Employee acknowledges receipt of a
copy of the Plan and agrees that this award of Restricted Stock shall be subject
to all of the terms and conditions of the Plan, which is incorporated in this
Agreement by reference. Except as specifically otherwise provided herein, in the
event of a conflict or inconsistency between the terms and provisions of the
Plan and the terms and provisions of this Agreement, the terms and provisions of
the Plan shall govern and control. Terms that are capitalized but not defined
herein shall have the meanings assigned to such terms in the Plan.
2. RESTRICTIONS.
(a) FORFEITURE RESTRICTIONS. The prohibition against transfer and
the obligation to surrender and forfeit the Restricted Shares upon termination
of employment described below are referred to in this Agreement as "Forfeiture
Restrictions." The Restricted Shares may not be sold, assigned, pledged,
exchanged, hypothecated, or otherwise transferred, encumbered or disposed of to
the extent then subject to Forfeiture Restrictions. If, prior to the lapse of
the Forfeiture Restrictions the Employee resigns or is terminated for "cause" as
defined in subsection 7.2(d) of the Plan, the Employee shall, for no
consideration, forfeit to the Company the Restricted Shares that at that time
remain subject to the Forfeiture Restrictions. The immediately preceding
sentence shall not apply in the event of termination of employment on account of
death Disability or retirement, as described in Section 2(b). The Forfeiture
Restrictions shall be binding upon and enforceable against any transferee of the
Restricted Shares.
(b) VESTING: LAPSE OF FORFEITURE RESTRICTIONS. The Forfeiture
Restrictions shall not begin to lapse until _____________ of the Effective Date
and shall lapse as to the Restricted Shares in accordance with the following
schedule, provided that the Employee has been continuously employed by the
Company from the Effective Date through the date of incremental vesting:
Anniversary of the Lapse of Cumulative
Effective Date Forfeiture Restriction Unrestricted Stock
- ------------------ ---------------------- -------------------
Notwithstanding the foregoing vesting schedule, the Forfeiture Restrictions
shall lapse as to a portion of the Restricted Shares in the event of the
Employee's termination of employment on account of death, Disability or
retirement pursuant to the Company's then-current retirement policy, if any. In
such event, the Forfeiture Restrictions shall lapse with respect to a pro rata
part of the Restricted Shares based on the ratio between the number of full
months of employment completed at the time of termination of employment from the
grant of the Restricted Shares to the total number of months of employment
required for such Restricted Shares to be fully nonforfeitable and free from the
Forfeiture Restrictions. Also, the Forfeiture Restrictions shall lapse as to all
of the Restricted Shares in the event Employee's employment is terminated by the
Company other than for "cause" as defined in subsection 7.2(d) of the Plan.
Notwithstanding the foregoing provisions of this Agreement, if the
Forfeiture Restrictions would lapse because of a Corporate Transaction upon a
determination of the Committee in accordance with Article V of the Plan, such
Forfeiture Restrictions shall lapse only if the income that would be recognized
by the Employee upon such lapse, including any "parachute payments" (within the
meaning of section 280G of the Code), continues to be deductible by the Company,
taking into account only the income resulting from the lapse of the Forfeiture
Restrictions under this Agreement, as it may be modified by the Committee and
excluding income from any other source that may be treated as a "parachute
payment".
3. CERTIFICATE. A certificate evidencing the Restricted Shares shall be
issued in the name of the Employee. The Employee shall have the right to vote
the Restricted Shares and to receive dividends with respect to the Restricted
Shares unless and until the Restricted Shares are forfeited pursuant to the
terms of this Agreement. The certificate shall bear a legend evidencing the
nature of the restrictions and the Company shall cause the certificate to be
delivered to the Secretary of the Company, or such other escrow agent as the
Company may appoint, who shall retain physical custody of such certificate until
the Forfeiture Restrictions lapse or the Restricted Shares are forfeited
pursuant to this Agreement. Upon the request of the Company, the Employee shall
deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of
the Forfeiture Restrictions prior to the forfeiture of the affected Restricted
Shares, the Company shall cause a new certificate or certificates to be issued
in the name of the Employee that shall not bear a legend representing the number
of shares as to which the Forfeiture Restrictions have then
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lapsed. Notwithstanding any other provisions of this Agreement, the issuance or
delivery of any shares of Stock, whether or not restricted, may be postponed
until any required withholding taxes have been paid to the Company and for such
period as may be required to comply with any applicable requirements of any
national securities exchange or any requirements under any law or regulation
applicable to the issuance or delivery of such shares. The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.
4. TAX WITHHOLDING. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income to the
Employee for federal, state, or local income or employment tax purposes, the
Employee shall make arrangements with the Company, including but not limited to
the delivery of the amount of money or number of unrestricted shares of Stock,
as the Company may require to meet its withholding obligations under applicable
tax laws and regulations. Any election by the Employee to have shares of Stock
withheld shall be subject to the sole discretion of the Company, and shall
otherwise be made in accordance with Section 17.2 of the Plan. If the Employee
fails to do so, the Company is authorized to withhold from any cash or Stock
remuneration then or thereafter payable to the Employee any tax required to be
withheld by reason of such income.
5. SECURITIES LAWS. The Employee agrees that the Restricted Shares are not
to be sold or otherwise disposed of in any manner that would constitute a
violation of any applicable federal or state securities laws. Employee also
agrees (i) that the certificates representing the Restricted Shares may bear
such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to
register the transfer of the Restricted Shares on the stock transfer records of
the Company if, in the opinion of counsel satisfactory to the Company, such
proposed transfer would constitute a violation of any applicable securities law,
and (iii) that the Company may give related instructions to its transfer agent,
if any, to stop registration of the Restricted Shares.
6. EMPLOYMENT.
(a) EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, the
Employee shall be considered to be in the employment of the Company as long as
the Employee remains either an employee of the Company, any successor
corporation, or a parent or subsidiary corporation (as defined in section 424 of
the Code).
(b) NO GUARANTEE. Nothing contained in this Agreement shall confer
upon the Employee any rights with respect to the continuation of his employment
by the Company, or interfere with or restrict in any way the right of the
Company at any time to terminate such employment (subject to the other terms of
this Agreement and the terms of any other agreement between the Company and the
Employee).
7. COMMITTEE'S POWERS. No provision contained in this Agreement shall in
any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying, or altering any of the powers, rights, or authority
vested in the Company's Board of Directors or the Committee or, to the extent
delegated, in its delegate pursuant to the terms of the Plan, including
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without limitation, the right to make certain determinations and elections with
respect to the Restricted Shares. The Committee has the power to interpret the
Plan and this Agreement, including the power to correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in this Agreement, and to
determine the rights of the Employee hereunder. All actions taken and
interpretations and determinations made by the Committee in connection with the
Plan and this Agreement shall be final and binding on the Employee, the Company,
and all other interested parties.
8. GENERAL.
(a) NOTICES. All notices under this Agreement shall be given by
certified mail or personal delivery and shall be effective when delivered or, on
the third day after deposit in the United States mails with adequate postage,
addressed as follows:
(i) If intended for the Employee, to the Employee's home
address as listed in the records of the Company.
(ii) If intended for the Company, to the address of the
principal business office of the Company, at 3600 South Yosemite Street,
Suite 900, Denver, Colorado 80237, Attention: Chief Financial Officer.
(b) ENTIRE AGREEMENT; AMENDMENTS. This document sets forth the
entire agreement between the parties. No provision of this Agreement may be
altered, amended, or revoked except by an instrument signed by the Employee and
the Company.
(c) BINDING EFFECT. This Agreement shall extend to and be binding
upon and inure to the benefit of the heirs, personal representatives, and
successors of the parties.
(d) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
(e) GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as set forth above.
M.D.C.HOLDINGS, INC.
By:____________________________________
THE EMPLOYEE
_______________________________________
_______________________________________
[PRINT NAME]
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