Exhibit 10.16
SECOND AMENDMENT TO M.D.C.
HOLDINGS, INC.
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
M.D.C. HOLDINGS, INC., a Delaware
corporation (the “Company”) has established the M.D.C.
Holdings, Inc. Stock Option Plan for Non-Employee Directors,
effective March 26, 2001 (the “Plan”). This
Amendment to the Plan is made effective as of October 16, 2005
(“Effective Date”).
RECITALS
A. Section 6.3 of the Plan
permits the Company’s Board of Directors from time to time to
amend or modify the Plan subject to stockholder approval, if
required.
B. Although no Options granted under
the Plan provide for nonqualified deferred compensation, future
Options granted under the Plan could provide for nonqualified
deferred compensation within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”), and the Company desires to amend the Plan to
prevent that possibility.
C. The Treasury Department and the
Internal Revenue Service have issued final regulations under
Section 409A of the Code, which provide, in part, that plan
documents must be brought into compliance with Section 409A of
the Code by December 31, 2008.
D. The Company desires to amend the
Plan to comply with Section 409A of the Code.
AMENDMENTS
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1.
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A new Article
VII is hereby added to the Plan to read in its entirety as
follows:
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ARTICLE VII
Section 409A
7.1 Time and Form of Payment.
Notwithstanding anything contained in the Plan or in an Option
Agreement to the contrary, the time and form of an Option, and any
payments with respect thereto, that is subject to the limitations
imposed by Section 409A of the Code, shall be set forth in the
applicable Option Agreem
