ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Compensatory Arrangements of Certain Officers

On February 4, 2021, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the "Company") took the actions described below with respect to compensation of the executive officers of the Company.

Executive Bonus for 2020 - Messrs. Mizel and Mandarich

Two of the Company's executive officers, Larry A. Mizel, Executive Chairman, and David D. Mandarich, Chief Executive Officer, are eligible for awards under the Company's 2018 Executive Officer Performance-Based Compensation Plan (as amended, the "2018 Performance-Based Plan"). The bonus payment that could be earned for 2020 under the 2018 Performance-Based Plan was subject to a $6.0 million dollar cap established by the Committee. In addition, any bonus earned in excess of $4.0 million would be paid in restricted stock.

The Committee determined, based on the 2020 goal under the 2018 Performance-Based Plan, that each executive earned a cash bonus of $4.0 million and a restricted stock award of $2.0 million valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.30 with the Company's Annual Report on Form 10-K dated December 31, 2020.

Executive Bonus for 2020 - Mr. Martin and Ms. Givens

The Committee determined that the Chief Financial Officer, Robert N. Martin, was entitled to an annual bonus for 2020 of a percentage of base pay based on his performance regarding Key Performance Indicators ("KPIs") established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $1,000,000.

The Compensation Committee also awarded Mr. Martin $500,000 in restricted stock, valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company's Quarterly Report on Form 10-Q dated March 31, 2019.

The Committee also determined that the Company's General Counsel, Rebecca B. Givens, was entitled to an annual bonus for 2020 of $200,000 based on its evaluation of her performance following her having joined the Company on July 15, 2020.

The Compensation Committee also awarded Ms. Givens $100,000 in restricted stock, valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.3 with the Company's Quarterly Report on Form 10-Q dated March 31, 2019.

CFO Base Salary

The Compensation Committee determined that Mr. Martin's base salary would increase to $850,000 annually.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number       Description

104                  Cover Page Interactive Data file (formatted in Inline XBRL)



                                       2

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