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EXHIBIT 10.26
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT (the "Agreement") is effective as of the 1st day
of
January 2005 and is between MIZEL DESIGN AND DECORATING COMPANY
("Consultant")
and M.D.C. HOLDINGS, INC. (the "Company").
1. ENGAGEMENT. The Company hereby engages Consultant as an
independent
contractor to perform the services specified in Paragraph 3
below for the
Company.
2. TERM. The term of this Agreement shall be for a period
beginning on
January 1, 2005 and ending December 31, 2005, unless previously
terminated
pursuant to Paragraph 8 below. This Agreement shall be
automatically renewed on
January 1 of each successive year for a one-year term unless
previously
terminated by either party pursuant to Paragraph 8 below.
3. RESPONSIBILITIES. Commencing on January 1, 2005, Consultant
shall
perform consulting services as are reasonably requested by the
Company in those
areas described on Exhibit A attached hereto and incorporated by
this reference.
Consultant shall be responsible and report to the Company's
Chief Operating
Officer at the Company's Denver, Colorado headquarters. The
Company agrees that,
because of the reduction in Consultant's compensation to the
level set forth in
Paragraph 6 below, Company will not request Consultant to
provide consulting
services totaling more than 20 hours per week.
4. BEST EFFORTS. Consultant shall use its best efforts to
competently
and expeditiously perform its responsibilities under this
Agreement. Consultant
shall, while on Company premises, and at all other times while
performing its
responsibilities under this Agreement, observe, abide by and
comply with all
corporate policies and procedures of the Company. Consultant
shall not commit
any act or make any statements that would be damaging to the
reputation and good
will of the Company.
5. OBLIGATIONS OF THE COMPANY. During the term of this
Agreement, the
Company shall reimburse Consultant for all reasonable business
expenses incurred
by Consultant's personnel in connection with performance of
Consultant's
services. Reimbursement of such expenses shall be made and
documented in
accordance with Company's normal expense reimbursement policies
and procedures.
6. COMPENSATION. Subject to paragraph 8.d. below, Consultant
shall be
paid $10,000.00 per month for the term of this Agreement.
Payments hereunder
shall be made semi-monthly, two weeks in arrears.
7. CONFIDENTIALITY OF INFORMATION. Consultant recognizes and
acknowledges that it will have access to certain confidential
information of the
Company, its subsidiaries and affiliated companies, and that
such information
constitutes valuable, special and unique property of the
Company, its
subsidiaries and
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affiliated companies. Consultant agrees that, during its
engagement by the
Company and after the termination of such engagement
(voluntarily or
involuntarily), it will not use, disclose or otherwise permit,
and will take all
reasonable precautions to prevent any person, firm, corporation,
or other
entity, access to the confidential information of the Company,
except to
authorized representatives of the Company, its subsidiaries and
affiliated or
related companies, and except as authorized by the Company.
8. TERMINATION.
a. The Company shall have the right to terminate
Consultant's
engagement hereunder immediately, without liability or damages,
upon
the occurrence of any one of the follow
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