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1.	To elect twelve directors from the nominees named in the attached Proxy Statement;

2.	To ratify the appointment of the accounting firm of KPMG LLP as our independent auditor for the year ending December 31, 2018;

3.	To vote on an advisory resolution regarding the approval of compensation paid to certain executive officers;

4.	To approve the NVR, Inc. 2018 Equity Incentive Plan; and

5.	To transact other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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•	FOR the election of the twelve director nominees named in this Proxy Statement;

•	FOR the ratification of the appointment of KPMG LLP as our independent auditor for 2018;

•	FOR the approval of the compensation paid to certain executive officers;

•	FOR the adoption of the NVR, Inc. 2018 Equity Incentive Plan; and

•	in the discretion of the named proxies with respect to any other matters presented at the Annual Meeting.

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•	Separate Chairman of the Board and Chief Executive Officer positions

•	Annual elections for directors

•	Majority voting standard for uncontested elections

•	11 of 13 directors are independent

•	No management directors

•	Independent lead director

•	Shareholder proxy access

•	Annual board and committee evaluations

•	Robust NVR stock ownership requirements for named executive officers and directors

•	Prohibition against short sales, hedging or pledging of NVR stock by named executive officers and directors

•	No poison pill or other anti-takeover provisions

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•	Approval of the annual business plan and the periodic review of our actual performance in comparison to the approved plan;

•	Review and analysis of our operational and financial performance compared to our peer group;

•	Review of our five year business plan;

•	Approval of short-term and long-term management incentive compensation plans;

•	Review of management succession planning throughout our organization for key management positions;

•	Oversight of our processes and systems to collect and store confidential information;

•	Review of our response to new laws, rules or regulations; and

•	Direct oversight of our internal audit function and our whistleblower hotline.

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•	Lot purchase contracts above certain parameters, measured by the aggregate size of the deposit or investment;

•	Contracts to acquire raw land above certain parameters, measured by aggregate size of the investment;

•	Joint venture investments above certain parameters, measured by aggregate size of the investment; and

•	Related-party lot purchase contracts (see Transactions with Related Persons below).

•	A Board-approved investment policy that specifies the types of investments allowed for our excess cash;

•	Pre-approval of stock repurchases and debt repurchases;

•	Pre-approval of capital transactions for the issuance of debt or equity; and

•	Board reviews our short-term and long-term cash needs in connection with its reviews of our quarterly forecasts and our annual and five year business plans.

•	Our Internal Audit function performs a primary role in risk management.  Our Vice President of Internal Audit and Corporate Governance reports directly to the Audit Committee, and the Audit Committee formally approves the annual internal audit budget and staffing.

•	The Audit Committee approves the annual internal audit plan, which is prepared using a comprehensive risk-based approach.

•	On a quarterly basis, Internal Audit Senior Management and our external auditor each have a private session with the Audit Committee without the presence of management.

•	Management reports to the Audit Committee the occurrence of governmental regulatory reviews or audits conducted on our operations, including mortgage regulatory matters and SEC comment letters.  The Audit Committee also obtains a report from management at the conclusion of any such review.

•	The Audit Committee monitors compliance with our Code of Ethics and our Standards of Business Conduct.

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•	The integrity of our accounting and financial reporting processes;

•	Our compliance with legal and regulatory requirements;

•	Our independent external auditor’s qualifications and independence; and

•	The performance of our internal audit function and our independent external auditors.

•	Appoints, evaluates and determines the compensation of our independent external auditor;

•	Discusses the scope and results of the audit with our independent external auditor and reviews our interim and year end operating results with management and our independent external auditor;

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•	Oversees our internal audit department;

•	Maintains written procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

•	Reviews substantiated complaints received from internal and external sources regarding accounting, internal accounting controls or auditing matters;

•	Reviews reports from management regarding significant accounting, internal accounting controls, auditing, legal and regulatory matters;

•	Functions as a qualified legal compliance committee under Part 205 of the rules of the SEC; and

•	Prepares the Audit Committee Report for inclusion in our proxy statement.

•	Reviews and determines all compensation of our CEO and, based in part on the recommendation of the CEO, of all of our other executive officers;

•	Obtains advice and assistance from compensation consultants that it determines to be necessary to carry out its duties;

•	Periodically reviews and makes recommendations to the Board with respect to the compensation of our directors;

•	Administers and interprets incentive compensation and equity plans for our employees (except as otherwise described below);

•	Assists in preparing the Compensation Discussion and Analysis and prepares our Compensation Committee Report for inclusion in our annual meeting proxy statement in accordance with applicable rules and regulations of the SEC;

•	Makes recommendations to our Board about succession planning for our CEO, and in conjunction with the CEO, also considers succession planning for other key positions; and

•	Reviews and approves any employment agreements, or amendments thereto, with our CEO and other applicable executive officers.

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•	Identifies individuals qualified to become Board members;

•	Recommends that our Board select the director nominees for the next annual meeting of shareholders;

•	Recommends Board committee structure and makeup, including diversity of our members;

•	Oversees and makes recommendations regarding corporate governance matters, including our Corporate Governance Guidelines; and

•	Manages the Board’s annual evaluation process.

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(1)	As reported within a Schedule 13G filed January 19, 2018, the entity has sole power to vote or direct the vote for 376,706 shares and the sole power to dispose or direct the disposition of 398,368 shares.

(2)	As reported within a Schedule 13G filed February 9, 2018, the entity has sole power to vote or direct the vote for 2,799 shares, shared power to vote or direct the vote for 784 shares, sole power to dispose or direct the disposition of 329,121 shares and shared power to dispose or direct the disposition of 3,340 shares.

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(1)	Includes 39,174 vested options issued under equity incentive plans.

(2)	Includes 1,300 vested options issued under equity incentive plans.

(3)	Includes 3,064 vested options issued under equity incentive plans.

(4)	Includes 3,335 vested options issued under equity incentive plans.

(5)	Includes 1,124 vested options issued under equity incentive plans.

(6)	Includes 3,064 vested options issued under equity incentive plans and 200 shares held by a charitable foundation, of which Mr. Johnson is a trustee but in which he has no economic interest.

(7)	Includes 1,772 vested options issued under equity incentive plans.

(8)	Includes 650 vested options issued under equity incentive plans.

(9)

Includes 88,994 vested options issued under equity incentive plans, 3,239 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust, 4,519 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan and 105,883 vested shares held in a Deferred Compensation Rabbi Trust.  Excludes 777 shares held in a Deferred Compensation Plan which are not distributable until six months subsequent to separation of service.

(10)	Includes 27,220 vested options issued under equity incentive plans, 1,017 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 363 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan.

(11)	Includes 26,822 vested options issued under equity incentive plans, 2,239 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust, 114 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan and 598 vested shares held in a Deferred Compensation Rabbi Trust.

(12)	Includes 19,850 vested options issued under equity incentive plans, 1,133 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 248 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan.

(13)	Includes 13,950 vested options issued under equity incentive plans and 145 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust.

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1.	The Audit Committee has reviewed and discussed the audited financial statements and management’s assessment of the effectiveness of our internal control over financial reporting with management, and reviewed and discussed KPMG LLP’s audit opinions with KPMG LLP;

2.	The Audit Committee has discussed with KPMG LLP the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”);

3.	The Audit Committee has received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence; and

4.	Based on the reviews and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC.

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•	Base salary;

•	Annual performance-based cash bonus, which is capped at 100% of base salary; and

•	Long-term equity-based compensation.

•	Revenues increased 8%;

•	Gross margin increased to 19.2% in 2017 from 17.5% in 2016;

•	Pre-tax profit increased 28%;

•	New orders increased 13%; and

•	Our share price increased 110%.

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•	our business model and strategies, which are designed to limit risk and be successful in a cyclical industry; and

•	our highly skilled, long-tenured and motivated management team that has remained extremely disciplined in executing our more capital efficient business model.

•	strong alignment between management incentives (at all levels, not just named executive officers) and long-term shareholder returns;

•	stability and long-term retention of our management team; and

•	generation of cash flow through all points in the homebuilding cycle.

•	We tie pay to performance by making the majority of compensation “at risk” and linking it to shareholders’ interests.

•	Our annual bonuses are performance-based and limited to a maximum of 100% of base salary.

•	The majority of our named executive officers’ compensation is in the form of long-term equity-based compensation.

•	We make periodic, not annual, grants of long-term equity-based compensation.  Our last periodic grant was made in 2014 following shareholder approval of the NVR, Inc. 2014 Equity Incentive Plan.  The vesting for 50% of our stock options granted in 2014 was subject to the attainment of a performance condition in addition to continued employment.

•	We have robust NVR share ownership requirements.

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•	Our equity agreements and employment agreements include double trigger change in control provisions for post-employment benefits and equity awards.

•	Our equity agreements have a clawback provision.

•	Our equity agreements and employment agreements have a non-competition provision.

•	We mitigate the potential dilutive effect of equity awards through our robust share repurchase program.

•	Our Compensation Committee utilizes an independent compensation consultant.

•	We do not award any discretionary cash compensation.

•	We do not provide perquisites.

•	We do not permit short sales, hedging or pledging of NVR stock by named executive officers or directors.

•	We do not re-price stock options.

•	We do not grant stock options having an exercise price below 100% of fair market value.

•	We do not provide any excise tax gross-ups.

•	We do not provide defined benefit or supplemental executive retirement plans.

•	Our equity plans do not have evergreen provisions.

•	Motivate and retain highly qualified and experienced executives;

•	Provide performance-based incentives; and

•	Align our compensation with long-term creation of shareholder value.

•	Low cash compensation;

•	Low capped annual cash incentives;

•	Significant long-term equity incentives;

•	Preferred use of stock options, which creates maximum alignment with shareholders and results in majority of compensation being "at risk"; and

•	Robust NVR share ownership requirements.

•	Base Salaries – We generally set base salaries paid to our named executive officers based on the range of base salaries paid to comparable positions in our peer group. We also consider the performance and experience of each named executive officer when setting base salaries.

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•	Annual Performance-Based Cash Bonuses – Our annual cash bonus is performance-based. We limit the annual cash bonus opportunity of our named executive officers to 100% of their base salary, and do not provide any opportunity to exceed that amount for performance in excess of our annual business plan.

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Long-Term Equity-Based Compensation – We issue periodic (not annual) equity grants, including performance-based stock options, to our named executive officers that vest over a long period of time.  We believe that providing the majority of our named executive officers’ compensation in the form of equity grants with a long-term vesting schedule is an effective way to align their interests with the creation of long-term shareholder value.  Further, it assists us in retaining their services, and the services of all of our other key management employees compensated in the same manner, over a long-term period.  Additionally, each equity grant agreement contains non-competition provisions that protect our interests.

•	Salary information for chief executive officers at other large, publicly traded homebuilding companies;

•	Our financial and operating performance compared to information publicly available on our industry peers;

•	Our overall financial strength;

•	Mr. Saville's performance during the year; and

•	The recommendation from our Chairman of the Board, Mr. Schar.

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•	The Compensation Committee establishes a dollar value of the total targeted annual compensation to be awarded by position;

•	After determining the salary and maximum annual bonus opportunity components for a particular year, these amounts are subtracted from the total targeted compensation for that year to derive the fair value that we want to transfer to the executive in the form of an equity award for the year;

•	When making a block grant to cover multiple years, we multiply the equity award value for a single year by the number of years that the block grant covers to determine the total value of the block grant; and

•	On the date of grant, we divide that total equity award fair value dollar amount by the per share fair value, calculated using the Black Scholes option pricing model, to determine the number of stock options to award.

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Mr. Saville’s base salary was increased from $1,576,000 to $1,826,000 effective April 1, 2017. In making the decision to increase Mr. Saville's base salary, the Compensation Committee reviewed competitive market data for the CEO's in the Aon Hewitt Study Peer Group and considered Mr. Saville's performance compared to his peers, his tenure and his expertise in managing NVR. Following the salary adjustment, Mr. Saville's targeted cash compensation was between the 50th and 75th percentiles within the Aon Hewitt Study Peer Group. Another consideration is that Mr. Saville's annual cash compensation potential is more limited than the CEO's in the Aon Hewitt Study Peer Group as his annual bonus opportunity is capped at the target level (100% of base salary) while the peer group CEO's have higher opportunities.

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Upon the recommendation of Mr. Saville, the Compensation Committee increased the base salaries for Messrs. Malzahn, Martchek, Henley and Bredow effective April 1, 2017.  Mr. Saville’s recommendations were based on the job performance of each named executive officer as well as the fact that the named executive officers’ base salaries were below the 50th percentile of comparable salaries within the Aon Hewitt Study Peer Group.  Following the salary increase, the base salaries for Messrs. Malzahn, Martchek, Henley and Bredow were still below the 50th percentile of comparable salaries within the Aon Hewitt Study Peer Group.

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•	No evergreen provisions;

•	No re-pricing of stock options without shareholder approval (NVR has no history of re-pricing options);

•	No discounted stock options;

•	No reload features; and

•	Double trigger change of control provision in the equity agreements for the accelerated vesting of equity.

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•	Encourage ownership of our Common Stock in furtherance of our compensation philosophy;

•	Establish a vehicle whereby named executive officers may defer the receipt of salary and bonus that otherwise would be nondeductible for company tax purposes into a period where we would realize a tax deduction for the amounts paid (see Tax Deductibility of Compensation discussion below); and

•	Enable our named executive officers, and other members of management, to acquire shares of our Common Stock on a pre-tax basis in order to more quickly meet, and maintain compliance with, the stock ownership requirements described above.

•	Amounts deferred are invested in a fixed number of shares of our Common Stock, which is purchased on the open market at fair market value;

•	We own the shares of Common Stock in a Rabbi Trust, which makes payment of our obligations under the deferred compensation plans risk-free for NVR – the cost of the plans does not increase as the value of the Common Stock increases;

•	Our Common Stock is the only investment choice;

•	All amounts placed in the deferred compensation plan are amounts already earned by the named executive officer;

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•	We do not make employer contributions to the deferred compensation accounts;

•	Earnings on deferred amounts solely represent the change the market value of the shares of our Common Stock held in the account;

•	We do not provide for a minimum return or guarantee a minimum payout amount;

•	Amounts deferred are “at risk” investments for the named executive officer; and

•	Amounts deferred cannot be distributed to the named executive officer until the named executive officer’s termination of service or, under one of the two plans, six months after termination.

•	The compensation deferred was reviewed and analyzed based on the above-described compensation philosophy and policies at the time the compensation was earned in prior years and was fully earned at that time;

•	If the executive officer had elected to receive a payout of the compensation at the time it was earned rather than electing the deferral, we would not have any knowledge of, and therefore would not consider, the executive officer’s investment experience related to that compensation when considering the amount by which we should compensate the executive officer in the current year;

•	The change in the deferred compensation balance is solely attributable to the change in the market value of our Common Stock since the dates of deferral;

•	We do not consider shares of Common Stock owned by an executive officer outside of the deferred compensation plans when setting current compensation; and

•	If the amounts had been paid to the executive officer when earned and not deferred until separation of service, we would have lost a substantial tax benefit that we will now expect to receive as a result of the deferral.

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1.	The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with NVR’s management; and

2.	Based on the review and discussion referred to in paragraph 1, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in our 2018 Proxy Statement to be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the Securities and Exchange Commission.

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(1)

The amounts disclosed represent the aggregate grant date fair value of stock options granted during the respective years in accordance with FASB ASC Topic 718.  For the 50% portion of the grant of stock options which is subject to the attainment of a performance condition, the amount disclosed is based on the target number of options, which is the same as the maximum.  For information on the valuation assumptions, refer to the note on Equity-Based Compensation, Profit Sharing and Deferred Compensation Plans in the NVR financial statements in the Annual Report on Form 10-K for the respective year-end, as filed with the SEC.

(2)	The “all other compensation” includes amounts contributed to our employee stock ownership plan for the respective plan year, and where applicable, a $1,000 matching contribution made by us pursuant to our 401(k) plan.

(3)	Effective January 1, 2016, Mr. Martchek was promoted to President of Homebuilding Operations.  Because Mr. Martchek was not an executive officer prior to January 1, 2016, only 2016 and 2017 compensation are reported.

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(1)	Amounts pertain to our 2017 annual bonus plan.  See the Annual Cash Bonus section in our Compensation Discussion and Analysis above.

•	Minimum base salaries:

•	Annual bonus eligibility up to 100% of base salary based on criteria determined by our Compensation Committee (see Compensation Discussion and Analysis – Annual Cash Bonus above);

•	Eligibility to participate in our benefit plans at identical participation costs offered to all of our employees eligible to participate in those plans;

•	Eligibility to have reasonable business expenses reimbursed, subject to reimbursement policies to which all of our employees are subject equally;

•	Requirement of a continuous NVR stock ownership requirement (see Compensation Discussion and Analysis - Stock Ownership Guidelines above);

•	Post-employment payments due under various termination scenarios (see Narrative Disclosures of Termination and Change of Control Payments below for additional information);

•	Covenants not to compete with us (see Narrative Disclosures of Termination and Change of Control Payments below for additional information); and

•	Indemnification to the executives to the fullest extent permitted by the laws of the Commonwealth of Virginia.

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(a)	These options were granted on May 11, 2010.  The options vested in fifty percent increments on December 31, 2013 and 2014.

(b)	These options were granted on May 14, 2014.  Twenty-five percent of the options vested on each of December 31, 2016 and 2017.  The remaining options will vest ratably on December 31, 2018 and 2019, based on continued service.

(c)	These performance-based options were granted on May 14, 2014.  Twenty-five percent of the options vested on each of December 31, 2016 and 2017. The remaining options will vest ratably on December 31, 2018 and 2019, based on continued service.

(d)	These options were granted on February 20, 2013.  Twenty-five percent of the options vested on each of December 31, 2015, 2016 and 2017.  The remaining options will vest on December 31, 2018, based on continued service.

(e)	These options were granted on May 1, 2009. The options vested in thirty-three percent increments on each of December 31, 2011, 2012 and 2013.

(f)	These options were granted on March 1, 2011.  The options vested in fifty percent increments on each of December 31, 2013 and 2014.

(g)	These options were granted on January 1, 2016.  The options will vest in twenty-five percent increments on each of December 31, 2018, 2019, 2020 and 2021, based on continued service.

(h)

These options were granted on January 1, 2016.  The options will vest in twenty-five percent increments on each of December 31, 2018, 2019, 2020 and 2021, based on continued service and the Company’s return on capital performance from 2016 through 2018. The number of options disclosed is based on the target number of options, which is the same as the maximum. See the Equity-Based Compensation section in our Compensation Discussion and Analysis for further discussion of the performance metric.

(i)	These options were granted on October 1, 2012.  The options vested in twenty-five percent increments on each of December 31, 2014, 2015, 2016 and 2017.

(j)	These options were granted on June 1, 2012.  The options vested in twenty-five percent increments on each of December 31, 2014, 2015, 2016 and 2017.

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(1)	The value realized is calculated based on the difference between the market price of Common Stock on the date of exercise and the respective exercise price, multiplied by the number of options exercised.

(a)	Represents unrealized earnings/(losses) of the market value of the Common Stock held in the respective officer’s deferred compensation account.  We have never paid dividends.

(b)

Mr. Saville deferred a total of $15,995,411 of earned compensation prior to 2004, all of which was previously reported in prior years’ Summary Compensation Tables within our proxy statements.  This earned compensation was deferred prior to Mr. Saville being named CEO and has been “at risk” since the deferral prior to 2004.  The growth in the balance is solely from the appreciation in our Common Stock since the dates of deferral.

(c)	Mr. Saville deferred a total of $600,000 of earned compensation during 2006, all of which was previously reported in prior years’ Summary Compensation Tables within our proxy statements. The growth in the balance is solely from the appreciation in our Common Stock since the dates of deferral.

(d)	Mr. Martchek deferred a total of $201,744 of earned compensation prior to 2004. The growth in the balance is solely from the appreciation in our Common Stock since the dates of deferral.

•	Amounts deferred are invested in a fixed number of shares of our Common Stock, which is purchased on the open market at fair market value;

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•	We own the shares of Common Stock in a Rabbi Trust, which makes the payment of our obligations under the deferred compensation plans risk-free for NVR – the cost of the plans does not increase as the value of the Common Stock increases;

•	Our Common Stock is the only investment choice;

•	All amounts placed in the deferred compensation plan are amounts already earned by the named executive officer;

•	We do not make employer contributions to the deferred compensation accounts;

•	Earnings on deferred amounts solely represent changes in the market value of the shares of our Common Stock held in the account;

•	We do not provide for a minimum return or guarantee a minimum payout amount;

•	Amounts deferred are “at risk” investments for the named executive officer; and

•	Amounts deferred cannot be distributed to the named executive officer until the named executive officer’s termination of service.  The deferral period expires for Plan 1 at the named executive officer’s termination of service, and expires for Plan 2 six months after the named executive officer’s termination of service in accordance with Code Section 409A.

•	Voluntary.  The applicable named executive officer is not entitled to receive any unearned payments after the date of termination.

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Without cause.  The named executive officer is entitled to receive, in a lump sum following six months from the date of termination, an amount equal to 200% or 100% of the named executive officer's then annual base salary, as applicable, and any accrued pro-rated annual bonus assuming that 100% of the target bonus would have been paid for that year. In addition, we would provide the executive with up to $100,000 of outplacement services.

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Voluntary with good reason.  The named executive officer is entitled to receive the termination payments and outplacement services described in the "Without cause" section above.  “Good reason” means (a) a material diminution in the executive’s authority, duties or responsibilities; (b) a change in the executive’s reporting relationship; (c) a material change in the executive’s principal place of employment; (d) the failure of any successor of the Company to expressly in writing assume our obligations under the employment agreement; or (e) a material breach by us of any agreement between the executive and us.

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Retirement.  Upon retirement, the named executive officer is entitled to receive, in a lump sum following six months from the date of retirement, an amount equal to 100% of the named executive officer's then annual base salary and any accrued pro-rated annual bonus, to the extent that performance targets have been achieved and the annual bonus being paid at the same time that all of our other employees are paid their annual bonus.

•	Death or Disability.  The named executive officer is entitled to receive in a lump sum two months of the named executive officer's then annual base salary and accrued pro-rated annual bonus, assuming that the maximum of 100% of the annual bonus is earned for the period ending on the last calendar day of the second calendar month following the month in which the death or disability occurred.

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•	Cause.  The applicable named executive officers are not entitled to receive any payments after the date of termination for cause. Termination for “cause” is a termination due to:

•	the executive being convicted of (a) a felony, (b) a willful or knowing violation of any federal or state securities law, or (c) a crime involving moral turpitude;

•	gross negligence or gross misconduct in connection with the performance of the executive’s duties as described within the employment agreement; or

•	the executive materially breaching any covenants contained in any agreement between the executive and us.

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Termination after a change in control. A "change of control" means (a) any person or group acquires 50% or more of the combined voting power of our voting stock, (b) substantially all of our assets are sold to another party, (c) we are liquidated or dissolved, or (d) we are merged or consolidated into another entity in which we are not the surviving entity. The post-employment payments due following a termination within one year after a "change of control" are summarized below:

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Without cause within one year after a change in control.   The named executive officer is entitled to receive the termination payments and outplacement services described in the "Without cause" section above. In addition, each equity agreement provides for the acceleration of vesting of all unvested equity if we experience a “change in control” and the named executive officer’s employment is terminated without cause within one year following the “change in control.”  The accelerated vesting is based on a double trigger, meaning that the named executive officer’s employment needs to be terminated to receive the acceleration right.  The “change in control” provisions within the named executive officers’ agreements are identical to the “change of control” provisions within the agreements for all other participants of the respective equity plans.

•	Voluntary within one year after a change in control.  Messrs. Saville, Malzahn, Henley and Bredow are entitled to receive the termination payments described in the "Without cause" section above if there is a "change of control" and there has been a material diminution in the executive's authority, duties or responsbilities.

•	Voluntary termination upon the election or appointment, as applicable, of a new Chairman and/or Chief Executive Officer.  The applicable named executive officer is not entitled to receive any unearned payments after the date of termination.

•	controlling or owing more than 5% of the outstanding shares of any residential homebuilding, mortgage financing or settlement services business that competes with us;

•	being employed by or providing services to any person or entity that competes with us in the residential homebuilding, mortgage financing or settlement services business;

•	inducing or attempting to induce any of our customers or potential customers;

•	hiring or attempting to hire our employees; or

•	utilizing the services of or trying to acquire land, goods or services from any of our developers or subcontractors.

•	During their term of employment with us, the named executive officer is bound by the non-competition covenants at all times.

•	For one year after termination, the named executive officer is bound by the non-competition covenants if the termination was voluntary, due to retirement, for cause or without cause.

•	The named executive officer is not bound by the non-competition covenants after the executive’s termination if the termination was voluntary with good reason, voluntary within one year after a change in control or voluntary upon the election or appointment, as applicable, of a new Chairman and/or Chief Executive Officer.

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(1)	Represents the intrinsic value of the acceleration of vesting of stock options that vest upon a change in control and termination of employment within one year of a change in control. Intrinsic value is the difference between the exercise price of the stock option and the closing price of our Common Stock, which was $3,508.22 on December 29, 2017, the last trading day of the year.

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•	Plan 1.  Generally, the “change of control” provision is the same as the “change in control” provision set forth in our equity agreements, as summarized above.

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Plan 2.  Generally, the “change of control” provision is triggered if (i) we experience any transaction resulting in any person or entity owning 50% or more of the total fair market value or total voting power of our shares, (ii) we experience any transaction resulting in any person or entity acquiring 35% or more of the total fair market value or total voting power of our shares during a 12-month period, (iii) a majority of our Board is replaced during any 12-month period by new directors not endorsed by a majority of our Board who were on our board immediately preceding the new appointments or elections, or (iv) we sell to another entity our assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of our total assets.

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(a)

Board members are paid a $26,000 annual retainer.  Mr. Johnson, the Audit Committee Chairman, is paid an additional annual retainer of $10,000 for serving in that capacity.  Board members are paid fees of $1,600 for each Board and Committee meeting attended.  Reasonable incidental travel and out-of-pocket business expenses are reimbursed as incurred in accordance with the policies to which all of our named executive officers and employees are subject.

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