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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, 2019;

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

4.	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 2019;

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

•	10 of 12 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

•	Prohibition against named executive officers and directors owning NVR debt

•	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 competitors;

•	Review of our five year business plan;

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

•	Review of 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;

•	Our policies with respect to risk assessment and risk management; 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;

•	Oversees our internal audit department;

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•	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 February 11, 2019, the entity has sole power to vote or direct the vote for 342,206 shares and the sole power to dispose or direct the disposition of 365,949 shares.

(2)	As reported within a Schedule 13G filed February 11, 2019, the entity has sole power to vote or direct the vote for 2,539 shares, shared power to vote or direct the vote for 861 shares, sole power to dispose or direct the disposition of 314,998 shares and shared power to dispose or direct the disposition of 3,276 shares.

(3)	As reported within a Schedule 13G filed February 13, 2019, the entity has sole power to vote or direct the vote for 5,001 shares and the sole power to dispose or direct the disposition of 187,402 shares.

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(1)	These amounts are included in the Number of Shares.

(2)	Includes 200 shares held by a charitable foundation, of which Mr. Johnson is a trustee but in which he has no economic interest.

(3)	Includes 3,244 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust, 4,527 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.

(4)	Includes 1,022 vested shares held by the NVR, Inc. Employee Stock Ownership Plan in trust and 364 shares held as a discretionary investment in the NVR, Inc. Profit Sharing Plan.

(5)	Includes 2,244 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.

(6)	Includes 1,137 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.

(7)	Includes 149 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, 2018, 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.

•	Pay for Performance - The key principle of our compensation philosophy is pay for performance.

•	Emphasis on Long-Term Incentives - We provide significant long-term incentives in the form of stock options to:

◦	Ensure alignment with shareholders;

◦	Enhance retention; and

◦	Emphasize long-term performance.

•	Consolidated revenues increased 14%;

•	Gross margin decreased to 18.7% in 2018 from 19.2% in 2017;

•	Pre-tax profit increased 13%; and

•	New orders increased 4%.

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•	Our business model and strategies, which are designed to limit risk and maximize returns on capital 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.

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

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

•	Long-Term Equity-Based Compensation -The majority of our named executive officers’ compensation is in the form of stock options with long-term vesting.

•	Periodic Equity Grants - We make periodic, not annual, grants of long-term stock options.  The 2018 stock option grants were made as described in the 2018 Proxy, following shareholder approval of the NVR, Inc. 2018 Equity Incentive Plan. The vesting for our stock options granted in 2018 is based on continued service through the vesting

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•	Share Ownership Requirements - We have robust NVR share ownership requirements.

•	Double Trigger Change in Control Provisions - Our equity agreements and employment agreements include double trigger change in control provisions for post-employment benefits and equity awards.

•	Equity Clawback Provision - Our equity agreements have a clawback provision.

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

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

•	Independent Compensation Consultant - Our Compensation Committee utilizes an independent compensation consultant.

•	Discretionary Cash Awards - We do not award any discretionary cash compensation.

•	Perquisites - We do not provide perquisites.

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

•	Reprice Stock Options - We do not reprice stock options.

•	Below Market Stock Options - We do not grant stock options having an exercise price below 100% of fair market value.

•	Excise Tax Gross-Ups - We do not provide any excise tax gross-ups.

•	Supplemental Executive Benefits - We do not provide defined benefit or supplemental executive retirement, health or insurance plans.

•	Evergreen Provisions - 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.

•	Moderate target cash compensation;

•	Low annual cash incentive maximums;

•	Significant long-term equity incentives;

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•	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.

•	We believe stock options are inherently performance-based since the optionee does not realize value unless the stock price appreciates above the grant price;

•	We believe stock options align the long-term interests of our named executive officers with our shareholders; and

•	Since 50% of the vesting for our stock option grants are subject to NVR's return on capital performance, we believe that we are exceeding the standards for performance-based equity held by most shareholders.

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•	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 by 6.8%, from $1,826,000 to $1,950,000 effective April 1, 2018. 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 Study Peer Group and considered Mr. Saville's performance compared to his peers, his tenure and his expertise in managing NVR. Another consideration is that Mr. Saville's annual cash compensation potential is more limited than the CEO's in the Aon 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. Following the salary adjustment, Mr. Saville's targeted cash compensation was at the 60th percentile within the Aon Study Peer Group.

•	Upon the recommendation of Mr. Saville, the Compensation Committee increased the base salary for Mr. Bredow from $370,000 to $425,000 effective March 1, 2018 in connection with his promotion from Vice President, Chief Accounting Officer and Controller to Senior Vice President and Chief Administrative Officer. The salary increase was reflective of the expansion in his role and responsibilities.

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Upon the recommendation of Mr. Saville, the Compensation Committee increased the base salaries for Messrs. Malzahn, Martchek and Henley effective April 1, 2018.  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 25th percentile of comparable salaries within the Aon Study Peer Group.  Following the salary increase, the base salaries for Messrs. Malzahn, Martchek and Henley were still around the 25th percentile of comparable salaries within the Aon Study Peer Group.

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•	We intended to grant a block of stock options in 2018 that will vest at December 31, 2020, 2021, 2022 and 2023, with vesting for 50% of the stock options subject to continued employment and the attainment of a performance metric approved by the Compensation Committee and the vesting for the remaining 50% of the stock options subject to continued employment.

•	We calculate the value of the individual grants by determining the annual value we intend to provide to the participant and multiply the annual value by the number of vesting years.

•	We expect the pre-vesting period for the initial grants made under the 2018 Plan to be approximately 1.5 years, followed by a 4 year vesting period, resulting in a total vesting period of 5.5 years.

•	We do not expect to grant any additional options until 2022, except for promotions and new hires.

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•	Mr. Saville's out-performance compared to the other large-cap CEO's;

•	NVR’s superior financial returns relative to the peer group;

•	Risk associated with the high price to earnings multiple (at the time of the grant in May 2018) relative to the historical price to earnings multiple;

•	Potential for a housing downturn during the vesting period; and

•	Static nature of the calculation due to the block grant approach (4-year forward looking time period during which the median total compensation of the peer group will likely increase).

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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;

•	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;

•	Established a vehicle whereby, prior to the enactment of the Tax Cuts and Jobs Act in December 2017, named executive officers could defer the receipt of salary and bonus that otherwise would have been 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).

•	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;

•	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 2019 Proxy Statement to be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, 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.

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(1)	Amounts pertain to our 2018 annual bonus plan.  See the Annual Cash Bonus section in our Compensation Discussion and Analysis above.

(2)

These performance-based options were granted on May 10, 2018. The exercise price of the options was equal to the market value of the underlying stock on the date of grant. Pursuant to the equity plans under which this award was issued, market value is defined as the closing price of the underlying stock on the trading day immediately preceding the date of grant. For purposes of the grant date fair value, the amount 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 above.

(3)

These options were granted on May 10, 2018. The exercise price of the options was equal to the market value of the underlying stock on the date of grant. Pursuant to the equity plan under which this award was issued, market value is defined as the closing price of the underlying stock on the trading day immediately preceding the date of grant. See the Equity-Based Compensation section in our Compensation Discussion and Analysis above.

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•	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)

"Type" refers to the type of stock option award. "T" represents time-based options where the vesting is based on continued service through the vesting dates in the column labeled "Ratable vesting on each of December 31." "P" represents performance options where the vesting is based on continued service through the vesting dates and NVR’s return on capital performance during the three year period ended December 31 of the first year listed in the column labeled "Ratable vesting on each of December 31." For performance-based options, the amount 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 above.

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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

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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 responsibilities.

•	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.

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•	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 $2,436.99 on December 31, 2018, 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)	During 2018, directors were paid the following compensation:

(b)

For all directors except Ms. Jung, the amount disclosed represents the aggregate grant date fair value of stock option grants made on May 10, 2018 in accordance with FASB ASC Topic 718. The stock options will vest in 25% increments on December 31, 2020, 2021, 2022 and 2023. The vesting for 50% of the stock options is based solely on continued service as a Director. The vesting for the other 50% of the stock options is based on continued service as a Director and NVR’s return on capital performance during the years 2018 through 2020.

(c)

Ms. Jung was appointed to the Board effective December 1, 2018. The option award amount disclosed represents the aggregate grant date fair value of her stock option grant made on December 3, 2018 in accordance with FASB ASC Topic 718. Her stock options will vest in 25% increments on December 31, 2021, 2022, 2023 and 2024. The vesting for 50% of the stock options is based solely on continued service as a Director. The vesting for the other 50% of the stock options is based on continued service as a Director and NVR’s return on capital performance during the years 2019 through 2021.

(d)

For purposes of the grant date fair value, the amount 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 a discussion of the performance metric. 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 year-end December 31, 2018, as filed with the SEC.

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(a)

For option awards with a grant date prior to 2014, the awards are time-based options where the vesting was based on continued service through the vesting dates in the column labeled "Ratable vesting on each of December 31." For options awards in 2014 and subsequent years, the awards are 50% time-based options and 50% performance options, where the vesting for 50% of the award is based on continued service through the vesting dates, and the vesting for the remaining 50% of the award is based on continued service through the vesting date and NVR’s return on capital performance during the three year period ended December 31 of the first year listed in the column labeled "Ratable vesting on each of December 31." For performance-based options, the amount 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 above.

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•	Accounting guidance and technical assistance for the implementation of newly issued accounting pronouncements and standards;

•	Accounting guidance and technical assistance related to the application of existing accounting pronouncements and standards to our transactions; and

•	SEC registration statement comfort letters and consents.

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•	We pay cash compensation to our named executive officers in amounts that we believe to be consistent with the cash compensation paid to comparable positions in other publicly traded companies within our industry.

•	We limit the annual cash bonus opportunity of our named executive officers to 100% of their base salary, and have not provided any opportunity to exceed that amount for short-term quarterly or annual performance in excess of our business plan.

•	We place a substantial portion of compensation to our executive officers at risk in the form of stock options that vest over a long-term period.

•	We issue equity grants every four years, including performance-based stock options, to our named executive officers that vest over a long period of time.

•	Our named executive officers must achieve and maintain a designated robust level of ownership in NVR stock.

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