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Title: |
Broadly-Based Stock Option Plan [2000] |
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Date: |
2001 |
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Preview shows 9KB of 25KB total |
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Price: |
$34 |
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ID: |
#325227 |
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2000 BROADLY-BASED
STOCK OPTION PLAN
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. PURPOSE........................................................... 1
2. SHARES SUBJECT TO THE PLAN........................................ 1
3. ELIGIBILITY....................................................... 1
4. ADMINISTRATION.................................................... 2
5. EFFECTIVE DATE AND TERM OF THE PLAN............................... 3
6. OPTION PRICES..................................................... 3
7. OPTION PERIOD..................................................... 3
8. EXERCISE OF THE OPTIONS........................................... 3
9. NONTRANSFERABILITY OF OPTIONS..................................... 5
10. RIGHTS AS A HOLDER OF SHARES...................................... 5
11. RULE 16B-3........................................................ 6
12. ADJUSTMENTS UPON CHANGES IN SHARES................................ 6
13. CHANGE OF CONTROL; SALE OF ASSETS/STOCK........................... 7
14. USE OF PROCEEDS................................................... 8
15. OTHER PROVISIONS.................................................. 8
16. TAX WITHHOLDING................................................... 8
17. AMENDMENT......................................................... 8
18. SUSPENSION OR TERMINATION OF PLAN................................. 8
19. INDEMNIFICATION................................................... 9
20. DISCLAIMER OF EMPLOYMENT RIGHTS................................... 9
21. GOVERNING LAW..................................................... 9
22. SUBSEQUENT SHAREHOLDER APPROVAL................................... 9
{/TABLE}
{PAGE}
NVR, INC.
2000 BROADLY-BASED
STOCK OPTION PLAN
1. PURPOSE.
This Plan is intended and is being adopted to provide an incentive to
all employees and directors of NVR, Inc. (the "Corporation") and any corporation
controlling, controlled by or under common control with the Corporation (the
"Affiliates") to encourage such individuals to remain in the employ or service
of the Corporation and its Affiliates and to promote the continued profitability
and growth of the Corporation.
2. SHARES SUBJECT TO THE PLAN.
The aggregate number of shares of common stock of the Corporation
("Shares") which may be covered by stock options ("Options") granted pursuant to
the Plan is 2,000,000 subject to adjustment under Section 12. Shares covered by
Options that expire unexercised shall again be available for grant under the
Plan. Options granted under the Plan shall be non-qualified stock options.
3. ELIGIBILITY.
Subject to the limitations contained in this Section 3, Options may be
granted under the Plan to employees and directors (including non-employee
directors) of the Corporation or any Affiliate (the "Participants") as of the
Effective Date (as defined below) as the Committee shall determine and designate
from time to time prior to expiration or termination of the Plan. The following
limitations, which are subject to adjustment under Section 12, shall apply to
the grant of Options under the Plan:
(a) For the period ending three years after the Effective Date, (i)
at least 50% of the Participants to whom Options are granted must be persons who
are not Key Employees, and (ii) at least 50% of the Shares subject to Options
must be subject to Options granted to persons who are not Key Employees; and
(b) During any time when the Corporation has a class of equity
security registered under Section 12 of the Securities Exchange Act of 1934, the
maximum number of Shares subject to Options that can be awarded under the Plan
to any eligible person is five hundred thousand (500,000).
{PAGE}
For purposes of the Plan, "Key Employee" means all directors of the Corporation,
all persons who are "officers" as that term is defined in SEC Rule 16a-1(f), 17
C.F.R. Section 240.16a-1(f), promulgated under Section 16 of the Securities
Exchange Act of 1934, and all area presidents of homebuilding operations of the
Corporation. An individual may hold more than one Option, subject to such
restrictions as are provided herein.
4. ADMINISTRATION.
This Plan will be administered by a Committee (the "Committee")
composed of two or more members appointed by the Board of Directors of the
Corporation (the "Board") in accordance with the following provisions:
(a) The Board may remove members from or add members to the Committee
at any time and fill vacancies on the Committee, however caused. The
Committee will hold meetings at such times and places as it may determine.
The acts of a majority of the Committee, either taken at a meeting or
approved in writing by a majority of the members of the Committee, will be
the valid acts of the Committee.
(b) Except as may be otherwise determined by the Committee, the
following procedures will be followed with respect to the granting of all
Options under this Plan:
(i) All Options will be granted in writing and on a form of
"Grant" approved for that purpose by the Committee. The date on which
the Committee approves the grant of an Option shall be considered the
date on which such Option is granted, provided, however, that the date
of grant of Options awarded by the Committee prior to the Effective
Date shall be the Effective Date.
(ii) All Options will be granted by the action of at least a
majority of the members of the Committee effective as of the date(s)
specified in the grant. Each Grant, or a copy thereof, will be signed
by the Chairman of the Committee and filed with the Board.
(iii) The Corporation and the optionee will enter into an Option
Agreement which will incorporate the terms of the Grant and such other
provisions as may be included pursuant to Section 15 of this Plan.
(c) The interpretation and construction by the Committee of any of
the provisions of this Plan or of any Option granted under this Plan,
together with the actions of the Committee in the granting of Options as
provided in
-2-
{PAGE}
this Plan, will be final and conclusive unless otherwise specifically
provided in writing by the Board.
5. EFFECTIVE DATE AND TERM OF THE PLAN.
The Plan shall become effective as of the date of adoption by the
Board (the "Effective Date"). The Plan shall terminate on the date ten years
after the Effective Date but such termination shall not impair any rights or
obligations under any Option theretofore granted to a Participant under this
Plan.
6. OPTION PRICES.
Each Option Grant shall state the pertinent per Share option price
(the "Option Price"), as determined by the Committee. The Option Price for
Options granted with regard to Shares shall be no less than the fair market
value (as determined by the closing price on the national securities exchange on
which the Shares are listed on the day preceding the date of grant or by any
other method acceptable to the Committee in its absolute discretion) of the
Shares covered by the Option; provided, that, in no event shall the Option Price
-------- ----
be less than the par value of the Shares covered by the Option.
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