{"id":39639,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-the-ryland-group-inc-and-michael-d.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-ryland-group-inc-and-michael-d","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-ryland-group-inc-and-michael-d.html","title":{"rendered":"Employment Agreement &#8211; The Ryland Group Inc. and Michael D. Mangan"},"content":{"rendered":"<pre>\n                             AMENDED AND RESTATED\n                             EMPLOYMENT AGREEMENT\n\n\n\n\nThis EMPLOYMENT AGREEMENT is made, entered into, and is effective as of this \n18th day of September 1995 (the 'Effective Date'), by and between The Ryland \nGroup, Inc., a Maryland corporation (the 'Company'), and Michael D. Mangan \n(the 'Executive'), as amended and restated as of January 28, 1997.\n\nWHEREAS, the Company desires to retain the employment of the Executive as the \nCompany's Chief Financial Officer,  and the Executive desires to serve the \nCompany in such capacity; and\n\nWHEREAS, the parties hereto desire to set forth their agreement with respect \nto the terms and provisions of the Executive's employment with the Company as \nthe Company's Chief Financial Officer.\n\nNOW THEREFORE, in consideration of the foregoing and of the mutual covenants \nand agreements of the parties set forth in this Agreement, and of other good \nand valuable consideration the receipt and sufficiency of which are hereby \nacknowledged, the parties hereto, intending to be legally bound, agree as \nfollows:\n\nARTICLE 1. TERM OF EMPLOYMENT\n\nThe Company hereby agrees to employ the Executive and the Executive hereby \nagrees to continue to serve the Company, in accordance with the terms and \nconditions set forth herein, for an initial period of three (3) years, \ncommencing as of the Effective Date of this Agreement, as indicated above; \nsubject, however, to earlier termination as expressly provided herein.\n\nThe initial three (3) year period of employment automatically shall be \nextended for one (1) additional year at the end of the initial three (3) year \nterm, and then again after each successive year thereafter. However, either \nparty may terminate this Agreement at the end of the initial three (3) year \nperiod, or at the end of any successive one (1) year term thereafter, by \ngiving the other party written notice of intent not to renew, delivered at \nleast three (3) months prior to the end of such initial period or successive \nterm.\n\nIn the event such notice of intent not to renew is properly delivered, this \nAgreement, along with all corresponding rights, duties, and covenants, \nautomatically shall expire at the end of the initial period or successive term \nthen in progress.\n\nHowever, regardless of the above, if at any time during the initial period of \nemployment, or successive term, a Change of Control of the Company occurs (as \ndefined in Article 7 herein), then the term of this Agreement shall be three \n(3) years beyond the month in which the effective date of such Change of \nControl occurs.\n\nARTICLE 2. POSITION AND RESPONSIBILITIES\n\nDuring the term of this Agreement, the Executive agrees to serve as Chief \nFinancial Officer of the Company and as a member of the Company's Board of \nDirectors if so elected. In his capacity as Chief Financial Officer of the \nCompany, the Executive shall report directly to the Company's Chief Executive \nOfficer, and shall have primary responsibility for formulating financial \npolicy and plans and providing overall direction for the accounting, tax, \ninsurance, budget, credit, treasury and information systems functions of the \nCompany.  The Executive shall have the same status, privileges, and \nresponsibilities normally inherent in such capacities in corporations of \nsimilar size and character.\n\nARTICLE 3. STANDARD OF CARE\n\nDuring the term of this Agreement, the Executive agrees to devote \nsubstantially his full time, attention, and energies to the Company's business \nand shall not be engaged in any other business activity, whether or not such \nbusiness activity is pursued for gain, profit, or other pecuniary advantage. \nHowever, subject to Section 8.1 herein, the Executive may serve as a director \nof other companies so long as such service is not injurious to the Company. \nThe Executive covenants, warrants, and represents that he shall:\n\n(a)     Devote his full and best efforts to the fulfillment of his employment \nobligations; and\n\n(b)     Exercise the highest degree of loyalty and the highest standards of \nconduct in the performance of his duties.\n\nThis Article 3 shall not be construed as preventing the Executive from \ninvesting assets in such form or manner as will not require his services in \nthe daily operations of the affairs of the companies in which such investments \nare made.\n\nARTICLE 4. COMPENSATION\n\nAs remuneration for all services to be rendered by the Executive during the \nterm of this Agreement, and as consideration for complying with the covenants \nherein, the Company shall pay and provide to the Executive the following:\n\n4.1      Base Salary. The Company shall pay the Executive a Base Salary in an \namount which shall be established from time to time by the Board of Directors \nof the Company or the Board's designee provided; however, that such Base \nSalary shall not be less than $312,000 per year. This Base Salary shall be \npaid to the Executive in equal biweekly installments throughout the year, \nconsistent with the normal payroll practices of the Company.\n\n     The Executive's Base Salary shall be reviewed at least annually during \nthe term of this Agreement to ascertain whether, in the judgment of the Board \nor the Board's designee, such Base Salary should be increased, based primarily \non the performance of the Executive during the year and on the then current \nrate of inflation. If so increased, the Base Salary as stated above shall, \nlikewise, be increased for all purposes of this Agreement.\n\n4.2     Annual Bonus. The Executive's targeted cash bonus under the Company's \nannual bonus program (the 'Bonus') shall not be less than 75 percent of the \nExecutive's Base Salary.   Except as otherwise provided in Article 6 and 7 \nhereof, any Bonus earned under the program shall be payable to the Executive \nin cash within sixty (60) days after the end of each fiscal year of the \nCompany during the term of this Agreement, commencing with the fiscal year \nending December 31, 1995.\n\n4.3     Incentive Programs. The Executive shall participate in such stock \noption, incentive, and performance award programs as are made available \ngenerally to executives of the Company. With respect to any such program, the \nCompany shall provide the Executive with the opportunity to earn an award at a \nlevel which is commensurate with the opportunity typically offered to \nexecutives having the same or similar duties and responsibilities as the \nExecutive at companies similar in size and in character to the Company; \nprovided, however, that the Executive's opportunity shall be at least equal to \nthe highest level provided to any Senior Vice President of the Company.\n\n4.4     Retirement Benefits. The Company shall provide to the Executive \nparticipation in all Company qualified defined benefit and defined \ncontribution retirement plans (if any), subject to the eligibility and \nparticipation requirements of such plans.\n\n4.5     Employee Benefits. The Company shall provide to the Executive all \nbenefits to which other executives and employees of the Company are entitled \nto receive, as commensurate with the Executive's position, subject to the \neligibility requirements and other provisions of such arrangements. Such \nbenefits shall include, but not be limited to, split-dollar and group term \nlife insurance, comprehensive health and major medical insurance, dental and \nshort-term and long-term disability.\n\n4.6     Perquisites. The Company shall provide to the Executive, at the \nCompany's cost, all perquisites to which other similarly situated executives \nof the Company are entitled to receive and such other perquisites which are \nsuitable to the character of Executive's position with the Company and \nadequate for the performance of his duties hereunder. Without limiting the \ngenerality of the foregoing, the Company shall provide to the Executive a \nPersonal Health and Services Allowance having a total annual value at least \nequal to five percent (5%) of the Executive's Base Salary.\n\n4.7     Right to Change Plans. By reason of Sections 4.3, 4.4, 4.5, and 4.6 \nherein, the Company shall not be obligated to institute, maintain, or refrain \nfrom changing, amending, or discontinuing any benefit plan, program, or \nperquisite, so long as such changes are similarly applicable to executive \nemployees generally.\n\nARTICLE 5. EXPENSES\n\nThe Company shall pay, or reimburse the Executive, for all ordinary and \nnecessary expenses, in a reasonable amount, which the Executive incurs in \nperforming his duties under this Agreement including, but not limited to, \ntravel, entertainment, professional dues and subscriptions, and all dues, \nfees, and expenses associated with membership in various professional, \nbusiness, and civic associations and societies of which the Executive's \nparticipation is in the best interest of the Company.\n\nARTICLE 6. EMPLOYMENT TERMINATIONS\n\n6.1     Termination Due to Retirement or Death. In the event the Executive's \nemployment is terminated while this Agreement is in force by reason of \nRetirement (as defined under the then established rules of the Company's tax-\nqualified retirement plan) or death, the Executive's benefits shall be \ndetermined in accordance with the Company's retirement, survivor's benefits, \ninsurance, and other applicable programs of the Company then in effect. Upon \nthe effective date of such termination, the Company's obligation under this \nAgreement to pay and provide to the Executive the elements of pay described in \nArticle 4 herein shall immediately expire, except to the extent that the \nbenefits described in Sections 4.4 and 4.5 continue after Retirement under the \nterms of the benefit plans and programs which apply generally to the Company's \nexecutives, and except that the Executive shall receive all other rights and \nbenefits that he is vested in pursuant to other plans and programs of the \nCompany. In addition, the Company shall pay to the Executive (or the \nExecutive's beneficiaries, or estate, as applicable), a pro rata share of his \nBonus for the fiscal year in which employment termination occurs, based on the \nresults of the Company for such fiscal year. This pro rata Bonus amount shall \nbe determined by multiplying the Bonus which otherwise would apply for such \nfull fiscal year by a fraction, the numerator of which is the number of days \nin such fiscal year prior to the date of employment termination and the \ndenominator of which is the total number of days in such fiscal year. The pro \nrata Bonus shall be paid within sixty (60) days of the end of such fiscal \nyear.\n\n6.2     Termination Due to Disability. In the event that the Executive becomes \nDisabled (as defined below) during the term of this Agreement and is, \ntherefore, unable to perform his duties herein for more than one hundred \ntwenty (120) total calendar days during any period of twelve (12) consecutive \nmonths, or in the event of the Board's reasonable expectation that the \nExecutive's Disability will exist for more than a period of one hundred twenty \n(120) calendar days, the Company shall have the right to terminate the \nExecutive's active employment as provided in this Agreement. However, the \nBoard shall deliver written notice to the Executive of the Company's intent to \nterminate for Disability at least thirty (30) calendar days prior to the \neffective date of such termination.\n\n     A termination for Disability shall become effective upon the end of the \nthirty (30) day notice period. Upon such effective date, the Company's \nobligation to pay and provide to the Executive the elements of pay described \nin Article 4 herein shall immediately expire, except to the extent that the \nbenefits described in Sections 4.4 and 4.5 continue after Disability under the \nterms of the benefit plans and programs which apply generally to the Company's \nexecutives, and except that the Executive shall receive all rights and \nbenefits that he is vested in pursuant to other plans and programs of the \nCompany. In addition, the Company shall pay to the Executive a pro rata share \nof his Bonus for the fiscal year in which employment termination occurs, based \non the results for such fiscal year, determined as provided in Section 6.1 \nherein. The pro rata Bonus shall be paid within sixty (60) days of the end of \nsuch fiscal year.\n\n     The term 'Disability' shall mean, for all purposes of this Agreement, the \nincapacity of the Executive, due to injury, illness, disease, or bodily or \nmental infirmity, to engage in the performance of substantially all of the \nusual duties of employment with the Company as contemplated by Article 2 \nherein, such Disability to be determined by the Board of Directors of the \nCompany upon receipt and in reliance on competent medical advice from one (1) \nor more individuals, selected by the Board, who are qualified to give such \nprofessional medical advice.\n\n     It is expressly understood that the Disability of the Executive for a \nperiod of one hundred twenty (120) calendar days or less in the aggregate \nduring any period of twelve (12) consecutive months, in the absence of any \nreasonable expectation that his Disability will exist for more than such a \nperiod of time, shall not constitute a failure by him to perform his duties \nhereunder and shall not be deemed a breach or default and the Executive shall \nreceive full compensation for any such period of Disability or for any other \ntemporary illness or incapacity during the term of this Agreement.\n\n6.3     Voluntary Termination by the Executive. The Executive may terminate \nthis Agreement at any time by giving the Board of Directors of the Company \nwritten notice of intent to terminate, delivered at least ninety (90) calendar \ndays prior to the effective date of such termination.\n\n     Upon the effective date of such termination, following the expiration of \nthe ninety (90) day notice period, the Company shall pay the Executive his \nfull Base Salary, at the rate then in effect as provided in Section 4.1 \nherein, through the effective date of termination, plus all other benefits to \nwhich the Executive has a vested right to at that time (for this purpose, the \nExecutive shall not be paid any Bonus with respect to the fiscal year in which \nvoluntary termination under this Section 6.3 occurs). In the event that the \nterms and provisions of Section 6.6 or Article 7 herein do not apply to such \ntermination, the Company and the Executive thereafter shall have no further \nobligations under this Agreement. However, in the event the terms and \nprovisions of Section 6.6 or Article 7 herein apply, the payments and benefits \nset forth therein shall apply.\n\n6.4     Involuntary Termination by the Company Without Cause.  Other than \nduring a Change of Control Period (as defined in Section 7.2), the Board may \nterminate the Executive's employment, as provided under this Agreement, at any \ntime, for reasons other than death, Disability, Retirement, or for Cause, by \nnotifying the Executive in writing of the Company's intent to terminate, at \nleast thirty (30) calendar days prior the effective date of such termination. \n\n     Unless the provisions of Section 7 apply, upon the effective date of such \ntermination, following the expiration of the thirty (30) day notice period, \nthe Company shall pay to the Executive a lump-sum cash payment equal to the \ngreater of: (a) the Base Salary then in effect for the remaining term of this \nAgreement; or (b) eighteen (18) full months of the Base Salary in effect as of \nthe effective date of termination. In addition, the Company shall provide the \nExecutive a continuation of his health and welfare benefits for the longer of: \n(x) the remaining term of the Agreement; or (y) eighteen (18) full months at \nthe employee rates then in effect.  If for any reason the Company is unable to \ncontinue health and welfare benefits as required by the preceding sentence, \nthe Company shall either provide equivalent benefits to the Executive or pay \nto the Executive a lump-sum cash payment equal to the value of the benefits \nwhich the Company is unable to provide.  Continuation of health benefits under \nthis Section 6.4 will count against, and will not extend, the period during \nwhich benefits are required to be continued under COBRA.\n\n     In addition, the Company shall make a prorated payment of the Executive's \ntargeted Bonus for the fiscal year in which termination occurs, calculated \nbased upon the performance of the Company through the end of the month \nimmediately preceding the effective date of the termination. Payment of the \nBonus shall be made in cash, in one lump sum, at the same time payment of Base \nSalary is made pursuant to this Section 6.4. Further, the Company shall pay \nthe Executive all other benefits to which the Executive has a vested right at \nthe time, according to the provisions of each governing plan or program. The \nCompany and the Executive thereafter shall have no further obligations under \nthis Agreement.\n\n     For purposes of this Section 6.4: (i) with respect to the fiscal year in \nwhich termination occurs, the Executive shall be fully vested in any prior \nyear awards that remain unvested or awards made for the fiscal year in which \ntermination occurs under the TRG Incentive Plan or any successor plan, and \n(ii) all vested awards under any incentive programs shall be paid \nnotwithstanding any provision of the governing plan or program calling for \nforfeiture of benefits upon termination.  If for any reason the Company is \nunable to comply with the preceding sentence, the Company shall pay the \nExecutive a lump-sum cash payment equal to the value of the benefits or awards \nit is unable to vest, pay or give credit for.\n\n     If the Executive's employment is terminated for any of the reasons set \nforth in Article 7 herein, the Executive shall be entitled to receive the \nbenefits provided in Article 7 herein.\n\n6.5     Termination For Cause. Nothing in this Agreement shall be construed to \nprevent the Board from terminating the Executive's employment under this \nAgreement for 'Cause.'\n\n     'Cause' shall be determined by the Board in the exercise of good faith \nand reasonable judgment; and shall be defined as the conviction of the \nExecutive for the commission of an act of fraud, embezzlement, theft, or other \ncriminal act constituting a felony under U.S. laws involving moral turpitude; \nor the gross neglect of the Executive in the performance of any and all \nmaterial covenants under this Agreement, for reasons other than the \nExecutive's death, Disability, or Retirement. The Company's Board of \nDirectors, by majority vote, shall make the determination of whether Cause \nexists, after providing the Executive with notice of the reasons the Board \nbelieves Cause may exist, and after giving the Executive the opportunity to \nrespond to the allegation that Cause exists.\n\n     In the event this Agreement is terminated by the Board for Cause, the \nCompany shall pay the Executive his Base Salary through the effective date of \nthe employment termination and the Executive shall immediately thereafter \nforfeit all rights and benefits (other than vested benefits) he would \notherwise have been entitled to receive under this Agreement. The Company and \nthe Executive thereafter shall have no further obligations under this \nAgreement.\n\n6.6     Termination by Executive for Good Reason. At any time during the term \nof this Agreement, the Executive may terminate this Agreement for Good Reason \n(as defined below) by giving the Board of Directors of the Company thirty (30) \ncalendar days written notice of intent to terminate, which notice sets forth \nin reasonable detail the facts and circumstances claimed to provide a basis \nfor such termination.\n\n     Upon the expiration of the thirty (30) day notice period, the Good Reason \ntermination shall become effective, and the Company shall pay and provide to \nthe Executive the benefits set forth in this Section 6.6 unless the provisions \nof Section 7 apply.\n\n     Good Reason shall mean, without the Executive's express written consent, \nthe occurrence of any one or more of the following:\n\n(a)     The assignment of the Executive to duties materially inconsistent with \nthe Executive's authorities, duties, responsibilities, and status (including \noffices, titles, and reporting requirements) as an officer of the Company, or \na reduction or alteration in the nature or status of the Executive's \nauthorities, duties, or responsibilities from those in effect during the \nimmediately preceding fiscal year, other than an insubstantial and inadvertent \nact that is remedied by the Company promptly after receipt of notice thereof \ngiven by the Executive;\n\n(b)     Without the Executive's consent, the Company's requiring the Executive \nto be based at a location which is at least fifty (50) miles further from the \nExecutive's primary residence as of the Effective Date than is such residence \nfrom the Company's current headquarters, except for required travel on the \nCompany's business to an extent substantially consistent with the Executive's \nbusiness obligations as of the Effective Date;\n\n(c)     A failure by the Company to meet any obligation under Article 4 \nherein, except as provided in Section 4.7 herein.\n\n(d)     The failure of the Company to obtain a satisfactory agreement from any \nsuccessor to the Company to assume and agree to perform this Agreement, as \ncontemplated in Section 10.1 herein.\n\n     Upon a termination of the Executive's employment for Good Reason at any \ntime, the Executive shall be entitled to receive the same payments and \nbenefits as he is entitled to receive following an involuntary termination of \nhis employment by the Company without Cause, as specified in Section 6.4 \nherein unless the provisions of Section 7 apply. The payment of Base Salary \nand pro rata Bonus shall be made to the Executive within thirty (30) calendar \ndays following the effective date of employment termination.\n\n     The Executive's right to terminate employment for Good Reason shall not \nbe affected by the Executive's incapacity due to physical or mental illness. \nThe Executive's continued employment shall not constitute consent to, or a \nwaiver of rights with respect to, any circumstance constituting Good Reason \nherein.\n\n6.7     Nonrenewal by Company. Upon any termination of this Agreement as a \nresult of a notice of nonrenewal by the Company pursuant to Article 1 hereof, \nupon the effective date of such termination, the Company shall pay to the \nExecutive a lump-sum cash payment equal to twelve (12) full months' Base \nSalary then in effect and shall continue the Executive's health and welfare \nbenefits for twelve (12) full months at the employee rates then in effect.  If \nfor any reason the Company is unable to continue health and welfare benefits \nas required by the preceding sentence, the Company shall either provide \nequivalent benefits to the Executive or pay to the Executive a lump-sum cash \npayment equal to the value of the benefits which the Company is unable to \nprovide. Continuation of health benefits under this Section 6.7 will count \nagainst, and will not extend, the period during which benefits are required to \nbe continued under COBRA.  In addition, the Company shall pay the Executive's \nBonus for the final year within sixty (60) days after the effective date of \nthe termination of this Agreement.\n\nARTICLE 7. CHANGE OF CONTROL\n\n7.1     Termination in Connection With a Change of Control.   In lieu of the \ncompensation and benefits provided in Sections 4 or 6, which will be \nsuperseded and replaced by the provisions of this Section 7, the following \npayments and benefits will be provided to the Executive by the Company in the \nevent of a Termination of Employment (as defined below) during a Change of \nControl Period (as defined below) of the Company:\n\n(a)     Lump Sum Cash Payment.   On or before the Executive's last day of \nemployment with the Company, the Company will pay the Executive an amount \nequal to the Executive's unpaid Base Salary for the year in which the \nTermination of Employment occurs and a pro rata Bonus through the date of \nTermination of Employment determined in accordance with Section 6.1.  Also, on \nor before the  Executive's last day of employment with the Company, the \nCompany will pay the Executive a lump sum cash payment equal to three (3) \ntimes the highest Annual Compensation (as defined below) paid to the Executive \nin any of the three (3) calendar years immediately preceding the date of \nTermination of Employment.\n\n(b)     Accelerated Vesting and Supplemental Payments.   All rights, awards \nand benefits of the Executive in the TRG Incentive Plan or other incentive \nplan, the deferred compensation plans (including the Retirement and Stock \nOwnership Plan, Executive and Director Deferred Compensation Plan and any \nsuccessor or replacements plans) and any stock option or other benefit plans \nof the Company in which the Executive participates shall immediately vest in \nfull and the Executive shall be paid in a lump sum as soon as practicable \nafter the date of Termination of Employment.  To the extent that any of the \nplans of the Company would not under applicable law permit accelerated \nvesting, the Executive will be paid supplementally by the Company the amount \nof additional benefits payable if  full vesting had taken place as of the date \nof Termination of Employment.  All supplemental payments are provided on an \nunfunded basis, are not intended to meet the qualification requirements of \nSection 401 of the Internal Revenue Code, and shall be payable solely from the \ngeneral assets of the Company.\n\n(c)     Insurance and Other Special Benefits.   The Executive's participation \nin the life, accident and health insurance, employee welfare benefit plans (as \ndefined in the Employee Retirement Income Security Act of  1974) and other \nfringe benefits (the 'Benefits') provided to the Executive prior to the Change \nof Control or the Termination of Employment shall be continued or equivalent \nbenefits provided by the Company at no cost to the Executive for a period of \ntwo (2) years from the date of the Executive's Termination of Employment.  If \nfor any reason the Company is unable to continue the Benefits as required by \nthe preceding sentence, the Company shall pay to the Executive a lump sum cash \npayment equal to the value of the Benefits which the Company is unable to \nprovide.  \n\n(d)     Relocation Assistance.   Should the Executive move his residence in \norder to pursue other business opportunities within two (2) years after the \ndate of the Executive's Termination of Employment, he will be reimbursed for \nany expenses incurred in that relocation, including taxes payable on the \nreimbursement, which are not reimbursed by another employer.  Benefits under \nthis paragraph will include assistance in selling the Executive's home and all \nother assistance and benefits which are provided by the Company under its \nrelocation plan as in effect immediately prior to the Change of Control Period \nor the Termination of Employment.\n\n(e)     Stock Rights.   All stock options, stock appreciation rights, stock \npurchase rights, restricted stock rights and any similar rights which the \nExecutive holds shall become fully vested and be exercisable on the date of \nTermination of Employment.\n\n(f)     Outplacement Assistance.   The Executive shall be reimbursed by the \nCompany for the cost of all outplacement services obtained by the Executive \nwithin the two (2) year period after the date of Termination of Employment \nprovided the total reimbursement shall be limited to an amount equal to \nfifteen percent (15%) of the Executive's Annual Compensation for the calendar \nyear immediately preceding the date of Termination of Employment.\n\n7.2     Definitions.\n\n(a)     A 'Change of Control' shall take place on the date of the earlier to \noccur of any of the following events:\n\n(i)     The acquisition by any person, other than the Company or any employee \nbenefit plan of the Company, of beneficial ownership of  20% or more of the \ncombined voting power of the Company's then outstanding voting securities;\n\n(ii)     The first purchase under a tender offer or exchange offer, other than \nan offer by the Company or any employee benefit plans of the Company, pursuant \nto which shares of common stock have been purchased; \n\n(iii)     During any period of two consecutive years, individuals who at the \nbeginning of such period constitute the Board of Directors of the Company \ncease for any reason to constitute at least a majority thereof, unless the \nelection or the nomination for the election by stockholders of the Company of \neach new director was approved by a vote of at least two-thirds of the \ndirectors then still in office who were directors at the beginning of the \nperiod; or\n\n(iv)     Approval by stockholders of the Company of a merger, consolidation, \nliquidation or dissolution of the Company, or the sale of all or substantially \nall of the assets of the Company.\n\n(b)     'Annual Compensation' shall mean the sum of the Base Salary and the \nBonus paid to the Executive and all vested amounts credited to the Executive \nunder any incentive compensation or other benefit plans of the Company in \nwhich the Executive participates during the applicable calendar year.\n\n(c)     A 'Termination of Employment' shall take place in the event that (a) \nthe Executive's employment is terminated for any reason other than as a \nconsequence of death, disability or normal retirement, (b) the Executive is \nassigned any duties or responsibilities that are inconsistent in any respect \nwith his position, duties, responsibilities or status prior to a Change of \nControl Period, (c) the Company requires the Executive to be based at a \nlocation which is more than fifty (50) miles from the Executive's then current \nprimary residence, (d) the Executive's Base Salary is reduced, (e) the \nExecutive experiences in any year a reduction in the ratio of his incentive \ncompensation, bonus or other such payments to his base compensation which is \ngreater than the average reduction in the ratio of incentive compensation, \nbonus or other such payments to base compensation experienced by all of the \nCompany's or the successor company's executive officers, or (f) the Company \ngives the Executive notice of an intent not to renew or does not renew the \nterm of this Agreement at any time during a Change of Control Period.\n\n(d)     A 'Change of Control Period' shall mean the period of time commencing \nwith the date of a Change of Control or on which the Company becomes aware of \nor enters into any discussions or negotiations that could involve a Change of \nControl or a proposed transaction which could result in a Change of Control, \nand ending on the first to occur of: (a) three (3) years after the effective \ndate of the Change of Control, or (b) the date on which the proposed Change of \nControl is no longer discussed or expected to occur.\n\n7.3     Subsequent Imposition of Excise Tax.  If it is ultimately determined \nby a court or pursuant to a final determination by the Internal Revenue \nService that any portion of the payments to the Executive is considered to be \nan 'excess parachute payment', subject to the excise tax under Section 4999 of \nthe Code, the Executive shall be entitled to receive a lump sum cash payment \nsufficient to place the Executive in the same net after-tax position, computed \nby using the 'Special Tax Rate' as such term is defined below, that the \nExecutive would have been in had such payment not been subject to such excise \ntax, and had the Executive not incurred any interest charges or penalties with \nrespect to the imposition of such excise tax.  For purposes of this Agreement, \nthe 'Special Tax Rate' shall be the highest effective Federal and state \nmarginal tax rates applicable to the Executive in the year in which the \npayment contemplated under this Section 7.3 is made. \n\nARTICLE 8. NONCOMPETITION\n\n8.1     Prohibition on Competition. Without the prior written consent of the \nCompany: (a) during the term of this Agreement; (b) for twenty-four (24) \nmonths following the expiration or termination of this Agreement as a result \nof Notice of Nonrenewal by the Executive pursuant to Article 1; and (c) for \ntwenty-four (24) months following the effective date of a termination of this \nAgreement by the Executive pursuant to Section 6.3, the Executive shall not \nserve as an employee or officer of any business or enterprise which is both: \n(1) engaged in the domestic home-building business; and (2) is ranked in the \ntop ten, based on annual revenues, of all domestic homebuilders.\n\n     However, the Executive shall be allowed to purchase and hold for \ninvestment less than three percent (3%) of the shares of any corporation whose \nshares are regularly traded on a national securities exchange or in the over-\nthe-counter market.\n\n8.2     Disclosure of Information. The Executive recognizes that he has access \nto and knowledge of certain confidential and proprietary information of the \nCompany which is essential to the performance of his duties under this \nAgreement. The Executive will not, during or after the term of his employment \nby the Company, in whole or in part, disclose such information to any person, \nfirm, corporation, association, or other entity for any reason or purpose \nwhatsoever, nor shall he make use of any such information for his own \npurposes.\n\n8.3     Covenants Regarding Other Employees. During the term of this \nAgreement, and for a period of twenty-four (24) months following the \nexpiration of this Agreement, the Executive agrees not to attempt to induce \nany employee of the Company to terminate his or her employment with the \nCompany, accept employment with any competitor of the Company, or to interfere \nin a similar manner with the business of the Company.\n\n8.4     Specific Performance. The parties recognize that the Company will have \nno adequate remedy at law for breach by the Executive of the requirements of \nthis Article 8 and, in the event of such breach, the Company and the Executive \nhereby agree that, in addition to the right to seek monetary damages, the \nCompany will be entitled to a decree of specific performance, mandamus, or \nother appropriate remedy to enforce performance of such requirements.\n\nARTICLE 9. INDEMNIFICATION\n\nThe Company hereby covenants and agrees to indemnify and hold harmless the \nExecutive fully, completely, and absolutely against and in respect to any and \nall actions, suits, proceedings, claims, demands, judgments, costs, expenses \n(including attorney's fees), losses, and damages resulting from the \nExecutive's good faith performance of his duties and obligations under the \nterms of this Agreement.  Nothing herein shall limit or reduce any rights of \nindemnification to which the Executive might be entitled under the charter or \nby-laws of the Company or otherwise.\n\nARTICLE 10. ASSIGNMENT\n\n10.1     Assignment by Company. This Agreement may and shall be assigned or \ntransferred to, and shall be binding upon and shall inure to the benefit of, \nany successor of the Company, and any such successor shall be deemed \nsubstituted for all purposes of the 'Company' under the terms of this \nAgreement. As used in this Agreement, the term 'successor' shall mean any \nperson, firm, corporation, or business entity which at any time, whether by \nmerger, purchase, or otherwise, acquires all or substantially all of the \nassets or the business of the Company. Notwithstanding such assignment, the \nCompany shall remain, with such successor, jointly and severally liable for \nall its obligations hereunder.\n\n     Failure of the Company to obtain the agreement of any successor to be \nbound by the terms of this Agreement prior to the effectiveness of any such \nsuccession shall be a breach of this Agreement, and shall immediately entitle \nthe Executive to compensation from the Company in the same amount and on the \nsame terms as provided in Article 7 hereof.\n\n     Except as herein provided, this Agreement may not otherwise be assigned \nby the Company.\n\n10.2     Assignment by Executive. The services to be provided by the Executive \nto the Company hereunder are personal to the Executive, and the Executive's \nduties may not be assigned by the Executive; provided, however that this \nAgreement shall inure to the benefit of and be enforceable by the Executive's \npersonal or legal representatives, executors, and administrators, successors, \nheirs, distributees, devisees, and legatees. If the Executive dies while any \namounts payable to the Executive hereunder remain outstanding, all such \namounts, unless otherwise provided herein, shall be paid in accordance with \nthe terms of this Agreement to the Executive's devisee, legatee, or other \ndesignee or, in the absence of such designee, to the Executive's estate.\n\nARTICLE 11. DISPUTE RESOLUTION AND NOTICE\n\n11.1     Dispute Resolution. The Executive shall have the right and option to \nelect to have any good faith dispute or controversy arising under or in \nconnection with this Agreement settled by litigation or by arbitration.\n\n     If arbitration is selected, such proceeding shall be conducted before a \npanel of three (3) arbitrators sitting in a location selected by the Executive \nwithin fifty (50) miles from the location of his principal place of \nemployment, in accordance with the rules of the American Arbitration \nAssociation then in effect. Judgment may be entered on the award of the \narbitrators in any court having competent jurisdiction.\n\n     All expenses of such litigation or arbitration, including the reasonable \nfees and expenses of the legal representative for the Executive, and necessary \ncosts and disbursements incurred as a result of such dispute or legal \nproceeding, and any prejudgment interest, shall be borne by the Company.\n\n11.2     Notice. Any notices, requests, demands, or other communications \nprovided for by this Agreement shall be sufficient if in writing and if sent \nby registered or certified mail to the Executive at the last address he has \nfiled in writing with the Company or, in the case of the Company, at its \nprincipal offices.\n\nARTICLE 12. MISCELLANEOUS\n\n12.1     Entire Agreement. This Agreement supersedes any prior agreements or \nunderstandings, oral or written, between the parties hereto, or between the \nExecutive and the Company, with respect to the subject matter hereof, and \nconstitutes the entire agreement of the parties with respect thereto.\n\n12.2     Modification. This Agreement shall not be varied, altered, modified, \ncanceled, changed, or in any way amended except by mutual agreement of the \nparties in a written instrument executed by the parties hereto or their legal \nrepresentatives.\n\n12.3     Severability. In the event that any provision or portion of this \nAgreement shall be determined to be invalid or unenforceable for any reason, \nthe remaining provisions of this Agreement shall be unaffected thereby and \nshall remain in full force and effect.\n\n12.4     Counterparts. This Agreement may be executed in one (1) or more \ncounterparts, each of which shall be deemed to be an original, but all of \nwhich together will constitute one and the same Agreement.\n\n12.5     Tax Withholding. The Company may withhold from any benefits payable \nunder this Agreement all Federal, state, city, or other taxes as may be \nrequired pursuant to any law or governmental regulation or ruling.\n\n12.6     Beneficiaries. The Executive may designate one or more persons or \nentities as the primary and\/or contingent beneficiaries of any amounts to be \nreceived under this Agreement. Such designation must be in the form of a \nsigned writing acceptable to the Board or the Board's designee. The Executive \nmay make or change such designation at any time.\n\nARTICLE 13. GOVERNING LAW\n\nTo the extent not preempted by Federal law, the provisions of this Agreement \nshall be construed and enforced in accordance with the laws of the state of \nMaryland.\n\nIN WITNESS WHEREOF, the Executive and the Company have executed this Agreement \nas of September 18, 1995 and as amended and restated as of January 28, 1997.\n\n\n\nTHE RYLAND GROUP, INC.                              EXECUTIVE:\n\n\nBy:  \/s\/ R. Chad Dreier                             \/s\/ Michael D. Mangan\n     ------------------                             ---------------------\n     R. Chad Dreier, Chairman                       Michael D. Mangan\n     of the Board of Directors, President\n     and Chief Executive Officer\n\n\nAttest:     \/s\/ Timothy J. Geckle\n            ---------------------\n            Timothy J. Geckle, Secretary\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8733],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9539,9544],"class_list":["post-39639","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ryland-group","corporate_contracts_industries-construction__contractors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39639","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39639"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39639"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39639"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39639"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}