M.D.C. Holdings, Inc. (NYSE:MDC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02

Executive Long Term Performance Stock Unit Awards

The Committee granted long term performance stock unit (PSU)
awards to Larry A. Mizel, Chief Executive Officer, David D.
Mandarich, Chief Operating Officer, and Robert N. Martin, Chief
Financial Officer, under the terms of the Companys 2011 Equity
Incentive Plan. The awards will be earned based upon the Companys
performance, over a three year period, measured by increasing
home sale revenues over the corresponding base period, while
maintaining a minimum average gross margin from home sales
percentage (excluding impairments). The Performance Period for
the awards is a three year period commencing April 1, 2017 and
ending March 31, 2020. The Base Period for the awards is April 1,
2016 to March 31, 2017. The awards are conditioned upon the
Company achieving an average gross margin from home sales
percentage (excluding impairments) of at least fifteen percent
(15%) over the Performance Period (the Precondition).

The Target Goal was established for each award based on the
Companys three year average increase in home sale revenues
(Revenue) over the Base Period of at least 10%. The Threshold
Goal was based on a three year average increase in Revenue over
the Base Period of at least 5%. The Maximum Goal was based on a
three year average increase in Revenue over the Base Period of
20% or more.

Upon the Company satisfying the Precondition, the following
shares of Company stock would be awarded:

The number of shares to be awarded shall be adjusted to be
proportional to the partial performance between Threshold, Target
and Maximum amounts. The awards are subject to the executives
continuous employment through March 31, 2020. A pro rata portion
of the PSU will vest upon the executives death or disability
prior to such date, conditioned upon the Companys performance
during the Performance Period and satisfaction of the
Precondition. If the executive’s employment is terminated
without cause, the PSU will vest to the same extent as if the
executive had been employed through the Performance Period. The
PSU will become 100% vested upon a change of control event of the
Company, as defined in the respective executives employment or
change of control agreement.

The awards are also subject to the Clawback Policy adopted by the
Companys Corporate Governance/Nominating Committee on January 14,
2015.

About M.D.C. Holdings, Inc. (NYSE:MDC)

M.D.C. Holdings, Inc. is engaged in two primary operations, such as homebuilding and financial services. The Company’s homebuilding operations consist of subsidiary companies that purchases finished lots or develop lots for the construction and sale primarily of single-family detached homes to first-time and first-time move-up homebuyers under the name Richmond American Homes. Its homebuilding operations consists of homebuilding divisions that the Company considers to be its operating segments. Its financial services operations consists of HomeAmerican Mortgage Corporation (HomeAmerican), Allegiant Insurance Company, Inc., StarAmerican Insurance Ltd., and American Home Insurance Agency, Inc. The Company’s operating segments include West (includes operating segments located in Arizona, California, Nevada and Washington); Mountain (includes operating segments located in Colorado and Utah), and East (includes operating segments located in Virginia, Florida and Maryland).