M.D.C. Holdings Inc.

07/17/2024 | Press release | Distributed by Public on 07/17/2024 11:06

Management Change/Compensation Form 8 K

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2024, the Company entered into an employment agreement with Robert N. Martin, the Company's Chief Financial Officer, which provides for: (i) continued employment (in his current role) through December 31, 2025 (the "Initial Term"), which will automatically renew for additional one-year terms (the "Additional Term"), unless SH Residential Holdings, LLC provides at least 60 days' prior written notice of its intention not to renew the applicable term; (ii) base salary of not less than $850,000; (iii) target annual bonus opportunities (each, an annual "Target Award"), with a minimum annual award equal to 50% of the Target Award and a maximum annual award equal to 200% of the Target Award for calendar years 2024 and 2025 based on level of attainment of the applicable performance goals; (iv) if Mr. Martin experiences a termination by the Company (x) without cause (including a termination due to death, presumed death or the executive becoming totally disabled, but not including any resignation or retirement) prior to the end of the Initial Term, payment of any accrued but unpaid benefits and cash severance in an amount equal to the aggregate base salary and Target Award that could have been earned had the executive remained employed through the remainder of the Initial Term and (y) without cause prior to the end of the Additional Term, cash severance in an amount equal to the aggregate base salary and Target Award that could have been earned had the executive remained employed through the remainder of the Additional Term; and (v) lump-sum payment for an amount equal to twelve months of group health insurance coverage (medical, dental and vision coverage for Mr. Martin, spouse and dependents).