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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
